Corporate Governance

We hereby present information about Cemig’s corporate governance, including the functioning of our Board of Directors, self-assessment, attendance at meetings, among other information.

The Board of Directors of the Company comprises 11 (eleven) members, of which one shall be the Chair. The members of the Board of Directors shall be elected for concurrent periods of office of 2 (two) years, and may be dismissed at any time, by the General Meeting of Stockholders. Reelection for a maximum of 3 (three) consecutive periods of office is permitted, subject to the requirements and prohibitions established in the applicable legislation and regulations.

The Board of Directors shall meet ordinarily, in accordance with its Internal Regulations, at least once a month, to analyze the results of the Company and its wholly-owned and other subsidiaries and affiliated companies, and to decide on other matters included on the agenda. It shall also meet extraordinarily, on convocation by its Chair, or by one-third of its members, or when requested by the Executive Board.

The attributions of the Board of Directors are those specified in the Bylaws, section I, article 18.

Cemig’s type of board is the One-Tier System.

Board Independence

Of the eleven members of its Board of Directors: ten members have the characteristics of an Independent Board Member, by the criteria adopted by the Dow Jones Sustainability Indexes (DJSI), whereas ten members have these characteristics under the criteria defined in the “Code of Best Corporate Governance Practices” issued by the Brazilian Corporate Governance Institute (IBGC), as declared in the Board Independence Statement.

Cemig has a target share of 25% independent directors on the board, as specified in the company’s Bylaws, section I, article 13, paragraph 2, point c.

Attendance of the members in meetings of the Board of Directors

The average attendance rate of the members in the meetings of the Board of Directors in 2022 was 91,09%, above the minimum of 80% required by CEMIG in its Board of Directors’ Internal Regiment.

Average Tenure of Members of the Board of Directors

The average tenure of the members of the Board of Directors is 2,02 years, considering the last 10 years. The date of first appointment of each current member is presented at Cemig’s Form-20F, item 6 – Directors, Senior Managers and Employees, anually.

Self-assessment by members of the Board of Directors

According to the Bylaws Chapter IV – Management – Clause 12 §12 For the purpose of improving the Company, every year the managers and the members of the committees shall undergo individual and collective performance evaluation, with the following minimal requirements:
a) report on acts of management, as to lawfulness and efficacy of administrative action;
b) contribution to the profit for the period; and
c) achievement of the objectives established in the Multi-year Business Plan and compliance with the Long-term Strategy and the Annual Budget.

The Self-Assessment Certificate of the Board of Directors members for the year 2022 is attached at the end of this page.

Policy on Remuneration of Executive Officers

Cemig has approved its Policy on Remuneration of Executive Officers, that establishes directives for fixed and variable remuneration of the members of the Executive Boards of Cemig and its subsidiaries, in accordance with the bylaws of those companies, based on the Long-term Strategy, the Multi-year Business Plan, and the Annual Budget.

In 2022, the Company signed the Specific Collective Agreement Relating to Cemig’s Profit Sharing Program, which establishes the indicators and targets that are used to calculate the variable remuneration of employees.

This document is attached at the end of this page.

Nominations and Eligibility Policy

Cemig has approved its Nominations and Eligibility Policy to establish Nominations and Eligibility Policy of Companhia Energética de Minas Gerais – Cemig and of its wholly-owned and other subsidiaries and affiliated companies, specifically in relation to appointments or dismissal of members of the Board of Directors, the Audit Committee, the Executive Board, and the Audit Board of these companies and/or of the consortia in which they participate. It contains principles and guidelines related to Compliance, Transparency, Diversity, Professionalism and Proportionality.

Concerning to Diversity, the principles and guidelines include: seek to contemplate a greater diversity of gender, age group, creed, professional experiences, cultural and educational background, race, ethnicity among the members of the Board of Directors, the Audit Committee, the Executive Board and the Fiscal Council, in order to have different and complementary points of view evaluated in discussions and business decision-making

Regular risk management education for non-executive directors

Cemig offers executives training called “Improvement in Governance for Administrators and Members of the Audit Committee of State-owned and Mixed Economy Companies”. Among the topics covered are: compliance with the content requirements of law 13,303, disclosure of information, internal control and risk management, code of conduct and integrity, law 12,846, decision making, communication, strategic direction, risks and compliance and ESG.