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6-K Filing
Braskem (BAK) 6-KBAK20181218_6K5
Filed: 18 Dec 18, 9:05pm
(Commission File No. 1-14862 )
Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.
Yes ______ No ___X___
1.Objectives
The Strategy and Communication Committee (“CEC” or “Committee”) of Braskem S.A. (“Braskem”or“Company”)isapermanentbody entrusted withsupportingtheBraskemBoardofDirectors (“Board” or “CA”) as pertains to the matters described in Section 2 of these Internal Rules (“Rules”).
The CEC is responsible for the following:
i. Monitoring compliance with the guidelines established in the Company’spolicies regarding:
· Disclosure of information;and
· sustainabledevelopment.
ii. Evaluating,prior to the CA’s assessment, theproposalsoftheBraskemBusiness Leader(“LN-Braskem”)forupdatingthepolicieslistedinSection 2(ï)above;
iii. Evaluating, prior to the CA’s assessment, Braskem’s strategic direction in its various lines ofbusiness;
iv. Evaluating the topics to be included in LN-Braskem’s Action Program ("PA"), which are: business, philosophy, vision and strategicdirection;
v. Contributeto the proposedPA,beforeitisreviewedbytheCA,with afocusonthegeneral guidelines, directives and premises utilized in the preparation of LN-Braskem’s multi-yearPA;
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vi. Monitor Braskem’s performance in relation to the approved PA, and report any issues to the CA, in order to contribute to Braskem’s operations, industrial and corporate strategies (i.e. productionandrawmaterials),marketingandsales,technologicaldevelopment, trademarksandpatents,aswellasattainmentofthestrategiesofgrowthandsector fortification;
vii. Evaluate and monitor the Company’s communication strategy;
viii. Evaluate and monitor the strategy of building the Company’simage;
ix. Evaluate the Company’s relationship plan with the society based on LN-Braskem’s PA and monitor Braskem’s institutional image in accordance with the institutional relations policy and programs (i.e. via public communications, the press, class and representation bodies and trademarks);
x. Monitor and evaluate Braskem’s initiatives regarding business sustainability within the context of the strategic vision as defined in LN-Braskem’s PA;and
xi. Approve at the first meeting of each fiscal year the standard agenda for topics to be deliberated at the regularly-scheduledmeetings,by proposal ofitscoordinator,taking into consideration theCEC’s responsibilities andother activitiesrequestedbytheCA,as well as approving the schedule of such meetings.
3.1. Composition and Term ofOffice
TheCECmustconsistofatleast3(three)andnomorethan5(five)memberschosenby theBoarditself,as appointed by itsChairman(“P-CA”)fromamongthefullmembersand alternate members of the CA, one of whom shall be appointed coordinator of the Committee.
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ThetermofofficeoftheCEC’smembersshallcoincidewiththatoftheirBoard membership.IfamemberoftheCECshouldleavehis/herpositionas
board member prior to the scheduled end of his/her term, the P-CA must promptly nominate his/her replacement. The function of the CEC’s members may not be delegated.
The CEC coordinator shall have the following duties:
i. Propose to the CEC, whenever necessary, approved changes to the standard agendaandannualschedule,consideringtherecommendationsoftheotherCEC members;
ii. RatifytheagendafortheCEC’sregularlyscheduledmeetingsbeforeitissent bytheCA’sExecutiveSecretary(“S-CA”)tothemembersofthisCommittee;
iii. Convene and conduct the meetings of the CEC;
iv. Define the need for special meetings, proposing dates and agendas for such meetings, while respecting the right of the other CEC members to also request suchmeetings;
v. Ensurethatthe callsandagendas of the meetingsaresenttothemembersof the Committee, via the S-CA, together with any necessary supporting material, within the deadline stipulated in these Rules;
vi. Invite,whennecessary,externalconsultants, Braskemofficersand TeamMembersofBraskemtoappearatthemeetings.Theinvitationmustbesent with the support of theS-CA;
vii. Forward to the CA the analyses, opinions and reports prepared by theCEC, which must be submitted to theCA;
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viii. When deemed necessary and appropriate by the CEC coordinator, propose that the officers hire external consultants toassist in performingtheBoard’stasks.Thecontractingprocess mustcomplywith relevantBraskemguidance documentation;
ix. Ensure that the drafts of the meeting minutes are forwarded to the membersoftheCommitteefortheirconsideration nomorethan3(three) business days after themeeting;
x. Comply with and cause others to comply with the norms contained in these Rules;and
xi. SubmittotheCAanyproposalsforupdatingthese Rules.
TheCECcarries out itsactivitiesmainlythroughworkmeetingsand,forthatpurpose, itmeetsregularly, on at leastaquarterlybasis,accordingtotheannualschedule approvedatthefirstmeetingofeachfiscalyear,and on anexceptional basis,whenevertheCEC’s coordinatororany ofitsmembersdeemnecessary,inagreement withtheCECcoordinator, or when circumstancesrequire.
The regularly-scheduled meetings of the CEC to examine matters for the deliberationof the CA must be held at least 7 (seven) days prior to the scheduled meetings of the BraskemBoardofDirectors(“RCA”or“RCAs”),unlessthemajorityofitsmemberssets an earlier deadline, but always prior to the convening of theRCAs.
The calls, agendas and accompanying support materials for the meetingsmust be made available to the Committee’s members by the S-CA, at least 10 (ten)calendar dayspriortothedateofthemeeting,unlessthemajorityofitsmembersestablishesan earlierdeadline,butneverlessthan48(forty-eight)hours,and,inthesecases,inwhich casestheagendamustbeprovidedwiththeproperaccompanyingdocuments.
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ThemeetingsoftheCECshallbeheld,preferably,atBraskem’sheadoffice,andmaybe held, on an exceptional basis, via remote participation, provided they are authorized by the CEC coordinator.Inthecaseof non-face-to-facemeetings,eachCECmembershallbe individuallyandexclusivelyresponsiblefortaking allnecessarymeasurestoensure thestrictconfidentialityofthemeetings.PersonsnotauthorizedbytheCECcoordinator shallbeprohibitedfromhavingaccesstoanyinformationdiscussedatthemeeting.
Preferably,allCECmembersmustattendall meetings,whetherinpersonorvia videoortelephone conference.Theminimumquorumformeetings to be deemed in session must be more than half the members. Any CEC member who is unable to attend the meeting must inform the CEC coordinator in advance and indicate, as the case may be, which member shall representhim/her.
The recommendations of the CEC must be recorded in the meeting minutes prepared by S-CA, validated by the CEC members and made available on Braskem’sgovernanceportalontheInternet that the board members only have access.TheminutesmustbefiledbytheCorporate Governance area at the Company’s headoffice.
AnymeetingoftheCECcan,atthediscretionofitscoordinator,beconfidentialinnature, eithertotallyorpartially,whenthesubjectmattersorequires.
S-CAisresponsibleforprovidingsupporttotheCEC,accordingtothedutiesestablished in the CA’s InternalRules.
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Communications between members of the CEC and other advisors must beconfidential.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date:December18, 2018BRASKEM S.A. | |||
By: | /s/ Pedro van Langendonck Teixeira de Freitas | ||
Name: | Pedro van Langendonck Teixeira de Freitas | ||
Title: | Chief Financial Officer |
This press release may contain forward-looking statements. These statements are statements that are not historical facts, and are based on management's current view and estimates offuture economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes", "estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual results to differ materially from current expectations.