Randon S A Implementos e Participações : Corporate Governance Report

2023 REPORT ON CORPORATE GOVERNANCE CODE

	Recommended Practices		Adopted?		Explanation
	1.1.1 The Company's capital stock should be composed of common shares only.		No		The Company went public and was listed on the stock exchange in 1974, with shares representing
					the capital stock issued in the proportion of 1/3 of common shares and 2/3 of preferred shares, in
					accordance with the corporate legislation in force at the time. Although the Brazilian Corporate
					Law (LSA) has been amended, the Company opted to maintain the proportion, which is permitted
					by law, considering its way of operating in the market. The Company considers the current capital
					structure to be adequate, however, it periodically conducts discussions and studies on the subject.
					Regardless of the proportion of the types of two shares, the Company has striven to increasingly
					generate value for its shareholders and improve practices that reinforce its governance.
	1.2.1. The shareholders' agreements shall not bind the exercise of voting rights of any		N/A	-
	administrator or members of supervisory and control bodies.
	1.3.1 The Executive Board should use the shareholders' meeting to communicate how business		Yes	-
	are being conducted, and publish a manual aiming at facilitating and encouraging the
	participation of shareholders in the general meetings.
	1.3.2 The minutes must provide full understanding of the subjects discussed during the		Yes	-
	meeting, even if they are drawn up in summary form, and identify the votes given by the
	shareholders.
	1.4.1 The Board of Directors should make a critical analysis of the advantages and		N/A	-
	disadvantages of defense measures and their characteristics, particularly regarding triggers
	and price parameters, if applicable, and explain them.
	1.4.2 Clauses that may prevent removing the measure from the bylaws, the so-called		N/A	-
	'irrevocable clauses,' should not be used.
	1.4.3. If the bylaws so determine the voluntary public offer (VPO) of shares whenever a		N/A	-
	shareholder or group of shareholders achieve, directly or indirectly, a relevant participation in
	the voting capital, the rule for determining the offer price shall not impose premium increases
	substantially above the economic or market value of the shares.
	1.5.1 The Company bylaws establishes that: (i) transactions in which the direct or indirect		Partially		Item "i", the Bylaws provide that the transfer, direct or indirect, of the Company's control, may only
	disposal of the shareholding control shall be accompanied by a voluntary public offer (VPO)				be carried out under the suspensive or resolutive condition that the acquirer undertakes to make a
	addressed to all shareholders, at the same price and conditions obtained by the vendor; (ii)				public offer for the acquisition of shares ("OPA") of the other shareholders of the Company, with or
	administrators shall manifest regarding the terms and conditions of corporate reorganizations,				without voting rights, ensuring a minimum price equal to 80% of the amount paid per share with
	capital increases and other transactions that give rise to the change of control, and noting if
				voting rights in the controlling block. Item "ii", there is no specific provision for the Board of
	they ensure a fair and equitable treatment to the company shareholders.
				Directors' opinion regarding transactions that give rise to a change in control. However, the
					Company understands that, even without provision in the bylaws, should the concrete case occur,
					the Directors may express their views on the subject. In this sense, the LSA provides for the duties
					and responsibilities of managers in the exercise of their functions, among them the duty of
					diligence, loyalty, and the exercise of their attributions, to achieve social purposes in the best
					interest of the Company.

2023 REPORT ON CORPORATE GOVERNANCE CODE

	1.6.1 The bylaws should establish that the Board of Directors must give their opinion regarding		No	The Bylaws do not provide for the recommended practice. However, the Board of Directors has the
	any public offer for acquisition of shares that may be convertible to, or exchanged for, shares			discretion to, if it deems it necessary, manifest itself in relation to any OPA that has as its object
	issued by the company, and they must include, among other important information, the			shares or securities, including the issuance of opinions, regardless of statutory provision. In the case
	management's opinion about the acceptance of the offer and the economic value of the			of an OPA resulting from a change in control, the Company understands that the joint sale right
	company.
			(tag along) is an important factor, since all shareholders, including preferred shareholders, will
				receive at least 80% of the value per share paid to the controlling shareholder, if they opt for the
				joint sale with the controlling block, as mentioned in item 1.5.1.
	1.7.1 The company should prepare and disclose the income allocation policy defined by the		Yes	-
	Board of Directors. Among other aspects, the policy should establish the frequency of payment
	of dividends, and the reference parameters to be used for definition of the respective amount
	(percentages of the adjusted net income and free cash flow, among others).
	1.8.1 The bylaws should provide a clear and accurate identification of the public interest that		N/A	-
	justified the incorporation of a government-controlled private company, in a specific chapter.
	1.8.2. The Board of Directors must oversee the company's activities and establish the policies,		N/A	-
	mechanisms and internal controls to determine the costs required to fulfill public interests and
	any reimbursements of the company or other shareholders and investors by the controlling
	shareholder.
	2.1.1 Without prejudice to other legal and statutory duties and other practices established in		Yes	Item (i) of the recommended practice, the Board of Directors is the body responsible for defining
	the Code, the Board of Directors should: (i) define the business strategies, taking into account			the general guidelines of the Company's business and deciding on strategic issues, being its
	the impacts of the company's activities on society and the environment aiming at company's			responsibility to approve projects of relevance, considering their impact on the company and the
	continuity and the creation of value in the long run; (ii) regularly assess the company's			environment. The Board of Directors' annual thematic agenda includes the approval and review of
	exposure to risks and the effectiveness of risk management systems, internal controls and the
			the strategic planning, in which the ESG plan is considered, in addition to accompanying and
	integrity/compliance system, and approve a risk management policy that is compatible with
			monitoring the programs and actions, with the objective of no only fulfilling the public
	business strategies; (iii) define the values and ethical principles of the company, and care for
			sustainability commitments assumed by the Company, but other social environmental and
	the maintenance of the issuer's transparency in its relationship with all stakeholders; (iv)
			governance impacts. Periodically, the Executive Board participates in meetings with the Board of
	annually review the corporate governance system, aiming at improving it.
			Directors, to report on performance, business progress and operations and the implementation of
				the actions provided for in the strategic planning, whether medium or long term. Item (ii), there is
				a Corporate Risk Management Policy, approved by the Board of Directors, which recommends
				periodic assessment of corporate risks and verification of the effectiveness of their management.
				The policy is available on the website https://ri.randoncorp.com/governanca-
				corporativa/estatutos-codigos-e-politicas/.The Board of Directors periodically monitors the risk
				map, its ranking, monitoring and results, including through consolidated reports, so that the
				Company's exposure level is adequate. Item (iii) The ethical values and principles are in the
				Company's Code of Ethical Conduct, approved by the Board of Directors, and widely disseminated.
				It can be accessed at https://ri.randoncorp.com/governanca-corporativa/estatutos-codigos-e-
				politicas/. The code contains guidelines for a transparent relationship with shareholders, investors,
				suppliers, service providers, customers, public agents, among other interested parties. Item (iv)
				pursuant to the statutory provision, the Company adopts the periodic review of the Governance
				system which, if necessary, may occur in periods of less than one year. The Company constantly
				seeks to improve its practices, adhering to Level 1 of Corporate Governance, of B3, having
				implemented the ID Randon integrity program, continuous adoption of new corporate policies, their
				dissemination through staff training, the disclosure of the ESG Ambition and public commitments,
				the structuring of the Governance Area, the disclosure of the Sustainability Report, the
				implementation of partially digital meetings, allowing the participation of shareholders remotely or

2023 REPORT ON CORPORATE GOVERNANCE CODE

				in person, among other recent advances, such as the creation of the People Committee, to advise
				the to the Board of other operating committees such as Sustainability and Brand and Reputation.
	2.2.1 The bylaws must establish that: (i) the Board of Directors should be composed, in its		Yes	-
	majority, by external members, having, at least, one third of independent members; (ii) the
	Board of Directors must analyze and disclose information about the independent members on
	an annual basis, as well as indicate and justify any circumstances that may compromise its
	independence.
	2.2.2. The Board of Directors must approve a nomination policy to establish: (i) the process for		No	The Company does not have a formalized appointment policy. However, it adopts recommended
	appointment of the members of the Board of Directors, and the participation of other company			practices, considering in the composition of the Board of Directors: experience, diversity,
	bodies in this process; (ii) that the composition of the Board of Directors must consider the			knowledge, availability and other factors such as culture, age group and gender.
	availability of members for the exercise of their functions, and the diversity of knowledge,
	experiences, behaviors, cultural aspects, age grade and gender.
	2.3.1. The CEO should not accumulate the position of chairman of the Board of Directors.		Yes	-
	2.4.1 The company must implement an annual performance evaluation process for the Board		Partially	The Company has a performance evaluation process for the Board of Directors, with the application
	of Directors and its committees, as collegiate bodies, and for the chairman, the members of			of self-assessment questionnaires and assessment of the body (collegiate), as well as the
			governance secretariat.
	the Board of Directors, individually considered, and the governance department, if any.
	2.5.1 The Board of Directors should approve and keep updated the CEO succession plan, the		No	The Company does not have a formal succession plan for the Chief Executive Officer and the Bylaws
	preparation of which shall be coordinated by the chairman of the Board of Directors.			assign the election of the Executive Board to the Board of Directors. However, the Company has an
				Executive Committee that takes joint executive decisions, which contributes to the continuity of
				management without relevant impacts, in the event of a possible need for succession. The People
				Committee will advise the Board of Directors regarding succession in the Company.
	2.6.1 The company must have a program for integration of new members of the Board of		Yes	The integration program for the new members of the Board of Directors is adopted for all new
	Directors, previously structured so that new members may be introduced to the company's key			Directors and briefly contemplates: (i) the provision by the Company of normative documents, such
	people and its facilities, and the program must address issues that are crucial for the			as: Bylaws, Code of Ethical Conduct, Internal Regulations of the Board of Directors, thematic
	understanding of the company's business.			calendar of meetings, corporate organization chart, among others; (ii) the provision by the Director
				of personal documentation and provision of information necessary for the respective registration for
				the purpose of payment of fees and collection of charges; (iii) the Company's institutional
				presentation, dealing with operational, financial and governance aspects; (iv) holding face-to-face
				meetings with the Chairman of the Board of Directors, the Chief Executive Officer and other C-
				Level Officers, with the purpose of getting to know the Company's management structure; and (v) a
				guided tour of the main plants of the Company and its subsidiaries.
	2.7.1 The compensation of the Board of Directors' members should be proportional to their		Yes	-
	attributions, responsibilities and time requirements. Compensation should not rely on meeting
	attendance, and the directors' variable compensation, if any, should not be based on short-
	term results.

2023 REPORT ON CORPORATE GOVERNANCE CODE

2.8.1 The Board of Directors should have an internal regulations establishing its	Yes	-
responsibilities, attributions and operating rules, including: (i) the attributions of the chairman
of the Board of Directors; (ii) the rules for substituting the chairman of the Board of Directors
in the event of his/her absence or vacancy; (iii) the measures to be taken in situations of
conflict of interests; and (iv) the deadlines for submission of the materials to be discussed
during the meetings with adequate depth required.
2.9.1 The Board of Directors should define an annual calendar with the dates of the ordinary	Yes	-
meetings, which shall not be inferior to six nor superior to twelve, in addition to calling
extraordinary meetings, whenever necessary. This calendar should provide for an annual
thematic agenda with relevant issues and discussion dates.
2.9.2 The meetings of the Board of Directors should provide for regular sessions for external	No	The Internal Regulation of the Board of Directors does not provide for the holding of regular
board members only, without the presence of the executives and other guests, for the		exclusive sessions only with external directors, however it establishes the participation of
alignment of the external board members and discussion of topics that may create		Directors, independent auditors, Fiscal Council and members of any other bodies of the Company in
embarrassment/constraints.		the meetings. When the subject to be discussed creates any situation of conflict of interests or
		embarrassment to the directors that make up the controlling group, meetings are held with the
		exclusive participation of external directors, who conduct the matter without any influence from
		the other directors.
2.9.3 The minutes of the Board of Directors' meetings should be clearly written and report all	Yes	The minutes of the Board of Directors' meeting are clearly written, where the decisions made, the
decisions made, the attendees, dissenting votes and abstentions of votes.		persons attending, the dissenting votes and abstentions from voting are all recorded.
3.1.1 The statutory executives must, without prejudice to their legal and statutory powers and	Yes	-
other practices set forth in this Code: (i) carry out the risk management policy and, when
necessary, propose to the Board of Directors a review of the policy, due to changes in risks to
which the company is exposed; (ii) implement and maintain effective mechanisms, processes
and programs to monitor and disclose the financial and operating performance, as well as the
impacts of the company's activities on society and the environment.
3.1.2 The statutory executives should have their own internal regulations establishing their	Yes	-
structure, operation, roles and responsibilities.
3.2.1 No executive or management positions should be reserved for the direct appointment by	Yes	-
shareholders.
3.3.1 The CEO should be evaluated, on an annual basis, in a formal process conducted by the	No	Currently, the Company does not have a specific procedure for assessing the performance of the CEO.
Board of Directors, based on the verification of the achievement of the financial and non-		However, it has an evaluation, with a methodology recognized by the market, for all other directors.
financial performance goals established by the Board of Directors for the company.		The People Committee may carry out studies to assess the possibility of implementing the
		recommended practice in the future.
3.3.2 The results of the evaluation of other statutory executives, including the CEO's proposals	No	Eligible board members are evaluated annually by their immediate superior, peers and subordinates
of goals to be agreed on and whether the executives should continue, be promoted or		(360 assessment). The assessment is carried out based on behavioral aspects (assessment of the
dismissed from their respective positions, should be presented, reviewed, discussed and		competencies of the Companys' Leader Profile) and results (based on performance goals). The
approved at meetings of the Board of Directors.

2023 REPORT ON CORPORATE GOVERNANCE CODE

				results of this assessment are periodically shared with the Board of Directors, when the
				management documents are approved, as well as the fixed or variable compensation for the
				directors.
	3.4.1 The compensation of the statutory executives should be based on a compensation policy		Yes	The guidelines on the remuneration of the Board of Directors, the Fiscal Council and the Statutory
	approved by the Board of Directors through a formal and transparent procedure that takes into			Board of Executive Officers are described in the Remuneration Policy, approved by the Company's
	account the costs and risks involved.			Board of Directors. According to the Policy, management compensation must not be linked to
				indicators that may encourage behaviors that increase risk exposure above the levels considered
				prudent in the short, medium and long-term strategies adopted by the Company. To know more,
				https://ri.randoncorp.com/governanca-corporativa/estatutos-codigos-e-politicas/
	3.4.2 The compensation of the statutory executives should be linked to the results, and the		Yes	Board compensation is linked to the Company's short, medium and long-term interests. Fixed
	medium- and long-term goals clearly and objectively related to the creation of economic value			compensation is in line with the market median, thus allowing the Company to allocate a significant
	for the company in the long term.			portion of total compensation to short- and long-term variable incentives. The fixed portion of the
				remuneration may be altered due to the executive's merit and/or due to misalignment with the
				market, demonstrated by the salary survey carried out annually and the performance evaluation for
				the period. This change must be approved by the Board of Directors. Variable compensation is
				represented by profit sharing, such as short-term incentives, profit sharing, and long-term
				incentives, retention bonuses. Details of the Executive Board's compensation can be accessed in
				item 8 of the Reference Form.
	3.4.3 The incentives' structure should be in line with the risk limits defined by the Board of		Yes	The fixed and variable compensation of managers is proposed by the Board of Directors and
	Directors and should prohibit that one single person controls the decision-making process and			approved at the Annual Shareholders' Meeting, as provided for in the Brazilian Corporate Law and in
	its respective supervision. No one should resolve on their own compensation.			the Company's Bylaws, and no Officer controls the decision-making process on setting their own
				compensation. The short- and long-term incentive structure is in line with the provisions of this
				item and that described in the Remuneration Policy and in item 8 of the Reference Form.
	4.1.1 The statutory audit committee must: (i) among its attribution, to assist the Board of		No	The Company does not have a statutory audit committee, but it has a Risk Management and
	Directors in the monitoring and control of the quality of the financial statements, internal			Compliance area, which has an internal audit, linked to the Board of Directors, and an independent
	controls, risk management and compliance; (ii) be made up mostly of independent members			audit that rotates every five years. The Risk Management and Compliance area reports
	and coordinated by and independent director; (iii) have at least one independent member with			administratively to the CFO and functionally to the Board of Directors. Functional subordination
	proven experience in the accounting-corporate, internal controls, financial and audit areas,
			implies ensuring that its activities are free from interference of any kind that may limit its scope of
	cumulatively; and (iv) have its own budget for contracting advisers regarding accounting, legal
			action. And, administrative subordination has the scope to ensure the material and human
	or other subjects, when the opinion of an external specialist is required.
			resources necessary for the performance of its functions. The Company also has a Fiscal Council,
				installed since 1999, without interruption, whose duties of its members contribute to verifying the
				effectiveness of internal controls, risk management, accounting records and the accuracy of the
				financial statements.
	4.2.1 The Audit Committee must have its own internal regulations describing its structure,		Yes	-
	operation, work program, roles and responsibilities, without hindering the individual actions of
	its members.
	4.2.2 The minutes of the fiscal council's meetings should follow the same rules of disclosure as		Yes	-
	those valid for the minutes of the Board of Directors