SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of April, 2021
Commission File Number 1-34129
CENTRAIS ELÉTRICAS BRASILEIRAS S.A.
- ELETROBRÁS
(Exact name of registrant as specified in its
charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of Registrant's name into English)
Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
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____
BYLAWS OF STRATEGY, GOVERNANCE AND SUSTAINABILITY
COMMITTEE – CEGS
1.1
The Board of Directors (“Board” or “CA”) of Centrais
Elétricas Brasileiras S.A. - Eletrobras (“Eletrobras” or “Company”), exercising the powers conferred upon
it, approved these Bylaws (“Bylaws”) of the Strategy, Governance and Sustainability Committee (“Committee” or
“CEGS”) with a view to regulating its composition, operation, and relationship with other Company’s bodies, subject
to the provisions under CA’s Bylaws, Company’s Articles of Incorporation (“Articles of Incorporation”), and the
applicable laws.
1.2
CEGS, which is a technical body created pursuant to the Articles of Incorporation,
under the terms of Article 160 of Law 6404/1976, is directly connected to the Board of Directors, and its purpose is to assist the Board
in fulfilling its duties of Company’s top management and guidance, including, without limitation, analyzing and issuing recommendations
on planning, guidelines, objectives, strategic goals and indicators, innovative efforts, and sustainability and corporate governance practices,
in such a way to allow greater efficiency and quality to the Board’s decisions.
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2.
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Composition, Compensation and Expenses
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2.1.
CEGS, with the prerogatives, duties, and charges provided in the Articles
of Incorporation and these Bylaws, will be composed of three (03) to five (05) acting members, without alternates, chosen by the Board
from among its peers and/or external market professionals without prior employment relationship, or a relationship based on the Articles
of Incorporation, with the Company, to hold a term of office of up to two (02) years, and reinstatements being allowed.
2.2.
The Director will not be entitled to additional compensation for performing
the duties of Committee member, and his term of office in CEGS is connected to the unified term of office of the Board of Directors.
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
2.3.
The external market professional chosen to be a CEGS member will be entitled
to specific compensation, approved by the shareholders’ meeting of Eletrobras, and will carry out his activities for a term of office
of two (02) years.
2.4.
CEGS will elect its Coordinator from among its members.
2.4.1.
CEGS will elect any Coordinator substitute in the event of absence or
temporary impediment.
2.5.
The Company will reimburse transportation, meal and accommodation expenses
incurred by Committee’s members in the performance of their assignments.
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3.
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Investiture, Installation, and Management Requirements
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3.1
CEGS members will fulfill the same investiture requirements and preclusions
imposed by the laws applicable to the Board of Directors’ members.
3.2
The election of a CEGS member who is already a Board of Directors’
member is exempted from prior integrity and eligibility analysis.
3.3
The election of an external market professional to be a CEGS member will
be subject to prior analysis of integrity by the Company, and to the prior eligibility opinion by the People, Eligibility, Succession
and Compensation Committee.
3.4
Investiture in office will take effect upon execution of the oath of
office executed in CEGS’ minutes book within the period established in Article 149, Paragraph 1, of Law 6404/76, accompanied, in
the event of an external member’s election, by the presentation and filing of installation documentation, which will include the
following signed documents:
a)
Communication of direct or indirect ownership of the securities of Eletrobras
and its subsidiaries;
b)
Instrument of Adhesion to the Manual of Disclosure and Use of Information
and Policy for Trading Securities, both of the Company;
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
c)
The statement of consent referred to in B3 Corporate Governance Level
1 Listing Rules; and
d)
Statement of Consent to the Code of Ethical Conduct and Integrity of
the Company.
3.5
The compliance with the requirements in this chapter three will be proven
by means of documentation kept at the Company’s registered office over a minimum period of five (05) years as of the last day of
the office of CEGS member, subject to the provisions under Article 147 of Law 6404/76.
3.6
Committee’s members may be ousted by a simple majority vote of
the Board.
4.1
The Committee will be aided by the Board’s Governance Office (“Governance Office”),
and by the Board Advisor(s).
4.2
The Company will provide all resources necessary for the Committee’s
performance, including the availability of Board Advisor(s) and the appropriate design and structuring of the Governance Office, in such
a way that this department will appropriately provide infrastructure and personnel to advise on the performance of CEGS’ works,
and to serve as secretary in relevant meetings.
4.3
CEGS will have be aided by Eletrobras holding’s organizational
divisions engaged in matters within the Committee’s jurisdiction, such as business strategy, sustainability, corporate governance,
generation and transmission innovation, which are expected to adequately and timely producing information on the matters within Committee’s
duties, given that CEGS may request specific measures to be taken.
5.1
The Strategy, Governance and Sustainability Committee will be responsible
for:
a)
analyzing Eletrobras’ Strategic, Business and Management Plans
before their approval by the Board;
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
b)
monitoring the implementation of Business Steering Plan’s strategic
projects, and goals connected to indicators of strategic objectives and guidelines, offering remediation measures, accordingly;
c)
following up and assessing implementation results of internationally
recognized sustainable management tools within the scope of Eletrobras companies, as well as the development of communication platforms
for accessing Company information pertaining to EASG (Economic, Environmental, Social, and Governance) practices;
d)
following up and assessing the Sustainability Report’s production,
and that of its materiality matrix, meanwhile fulfilling internationally accepted standards that pertain to Eletrobras Companies’
performance, and that may be used as an instrument to report commitments to key stakeholders;
e)
issuing guidelines to formulate a corporate sustainability strategy in
view of the Company’s mission, vision and values, including all realms of the sustainability pillars – economic and financial,
environmental and social;
f)
proposing and monitoring business sustainability goals and actions, including
the development of programs to raise awareness on sustainability principles and practices for internal and external publics, aiming at
cementing the Company’s leading role as one of the world’s largest clean energy companies, acting in furtherance of the sustainable
development in the regions where it operates;
g)
reviewing Company policies, standards and conduct as regards to social
and environmental aspects in the course of its businesses, thus ensuring a safe and responsible operation;
h)
assessing and recommending measures to mitigate social and environmental
risks in new projects in progress, in concert with CAE – Audit and Risk Committee created by the Articles of Incorporation, in order
to mitigate the Company's participation in reactive demands;
i)
following up the performance of Eletrobras companies as concerns the
indicators stemming from the process of completing ISE Bovespa and DJSI (Dow Jones Sustainability Index) questionnaires, as well as others
that the Company may adopt;
j) assessing
the innovation and P&D strategy adopted by Eletrobras and its companies, proposing guidelines
to improve its operating efficiency and value gain for shareholders;
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
k)
expressing its opinion about potential conflicts of interest involving
Eletrobras’ governance players;
l)
assessing the effectiveness and reviewing proposals for amending the
main governance documents, as well as the strategy and structure of Eletrobras’ regulatory framework, in order to enable the whole
organization to be aligned with principles and values stated in the Code of Ethical Conduct and Integrity, as well as in policies, regulations,
internal rules, and procedures;
m)
proposing the adoption of best corporate governance practices, and following
up their accomplishment, with a view to creating a harmonious working environment among Shareholders, Board of Directors, Executive Board,
and Fiscal Board, capable of ensuring benefits for the Company;
n)
following up the governance collective bodies’ assessment process,
and monitoring the accomplishment of action plans to improve the decision-making process;
o)
issuing recommendations pertaining to diversity practices in the composition
of Eletrobras companies’ management bodies, including the aspects of race, gender, profile, background, and skills, pursuant to
the guidelines set forth in the strategic plan, and in the business and management steering plan;
p)
following up the process of preparing the Reference Form and the Annual
Governance Letter, discussing, within the previous deadline defined with each party involved, the documents and reports supporting the
information presented; and
q)
proposing an Annual Meeting Schedule and its Annual Thematic/Strategic
Agenda to the Board.
5.2
Committee’s members will have access to all information and documents
necessary for performing their duties, with the Governance Office and CA’s Advisor being in charge of arranging such information
and documents.
5.3
The Committee Coordinator will be responsible for:
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a)
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convening, opening, and coordinating the Committee’s
meetings;
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b)
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approving the agenda and schedule of the Committee’s
meetings;
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These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
c)
ensuring, aided by Governance Secretary and Board’s Advisor, that
Committee’s members receive full and timely information on meeting agenda business;
d)
deciding on invitation of non-Committee member participants, including
external and/or Company experts, to meetings, subject to possible conflict of interest issues;
e)
aiding the CA’s Chairman in appointing external members specializing
in the matters within the Committee’s scope, as provided in Eletrobras’ Articles of Incorporation, and CA’s Bylaws;
f)
recommending that CA adopts standardized practices, structures, and rules
within the scope of all Eletrobras companies’ boards of directors, including their supporting offices, with a view to optimizing
the governance system and its decision-making process, in view of the principles of efficiency, legal certainty, transparency, equity,
accountability, and corporate responsibility;
g)
informing the Board’s Chairman of activities performed by the Committee,
as well as any recommendation, analysis, opinion, and report made and/or approved in Committee’s meetings;
h)
reporting in the regular Board meetings on the Committee’s works,
opinions, demands, and conclusions;
i)
coordinating the Committee’s annual assessment process, in keeping
with the guidelines set out by the Board;
j)
proposing additional standards necessary for the Committee’s operation;
k)
performing other acts of technical or administrative nature necessary
for the performance of his duties;
l)
representing the Committee in its relationship with the Company’s
Board of Directors and signing, whenever necessary, mails, opinions, invitations, and reports addressed to them; and
m)
ensuring compliance with these Bylaws.
5.4
The Governance Office will be responsible for:
a)
advising the Coordinator in defining agendas, procedures necessary to
hold the Committee’s meetings, and in following up demands and measures;
b)
submitting the Committees’ meeting calls, including those of DEE
members, employees, coworkers, and advisors of the Company, as well as other possible participants
in the meetings, according to the Coordinator’s guidelines;
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
c)
being in liaison with DEE members, technical areas, and the Offices of
subsidiaries, in order to meet clarification and information requests on matters referred to the Committee;
d)
preparing, under the Coordinator’s guidance, a proposal for an
annual schedule of regular meetings, and a thematic/strategic agenda for consideration by the Committee at its last meeting of the year;
e)
supervising the preparation of the material to be distributed to the
Committee’s members prior to the respective meetings, arranging its timely and full distribution;
f)
preparing the minutes of the Committee’s meetings;
g)
organizing and keeping custody of the documentation connected to the
activities carried out by the Committee; and
h)
undertaking other activities necessary for the Committee’s performance.
5.5
The CA’s Advisor(s), appointed pursuant to the Board’s Bylaws,
and appointed by the Chairman of CA to serve on the Committee, under the supervision of the Governance Secretary, will be responsible
for:
a)
supporting the Governance Office in all its assignments;
b)
technically supporting the Committee’s work, preparing reports
and spreadsheets, and conducting technical analyses and assessments on specific subjects;
c)
providing advice on the content of Committee’s meetings agenda,
and on works pertaining to the matters analyzed by the Committee;
d)
advising, upon request of the CEGS’ members, in the technical analysis
of the contents of the agendas referred to the Committee for consideration; and
e)
supplying the Committee with the necessary logistic means for its proper
performance.
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
6.1.
Committee’s regular meetings will be held at least monthly, according
to the approved annual schedule and, extraordinarily whenever necessary, upon call at least seven (07) days in advance.
6.1.1.
Regardless of prior call, a meeting attended by all members of the Committee
will be considered valid.
6.1.2.
The summons will be the responsibility of the Committee Coordinator,
aided by the Governance Office, which will also be equally valid by determination of the majority of the Committee’s members.
6.2.
The Governance Office will set the deadline for the supporting material
to be provided by the management areas on the agenda business, with material expressing opinions to be provided within the call deadline,
and informative material up to three (03) days of the meeting.
6.2.1.
In exceptional cases of reasonable urgency, the Committee Coordinator
may authorize that material be provided after the deadline set.
6.3.
The call may be made by electronic mail, automatic message from the Governance
Portal, or by other oral or written means, and will state the following minimum information: (i) day, time and venue/format of the meeting
(in person, remote, or virtual); (ii) data for connection, in the event that meeting occurs remotely; (iii) guidance for accessing the
supporting material and the meeting agenda via the Governance Portal.
6.4.
Supporting material and agenda for the meeting will preferably be provided
via Governance Portal.
6.5.
The Coordinator will define the agendas of meetings, considering the
provisions in the Committee’s Thematic Agenda, the priorities and demands set by the Committee itself, the requests for advice to
the Board of Directors, and the requests made by the CA’s Chairman, and any Committee member.
6.6.
Requests regarding the agenda’s composition, untimely inclusion
of special business in the agenda, and convening of special Committee meetings will be forwarded
to the Governance Office, which will refer the request to the Committee’s Coordinator.
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
6.7.
The meeting agenda will include CA’s advisory matters and informative
matters for the Committee’s follow-up.
6.7.1.
Upon request, the Committee Coordinator, by way of the Governance Office
and the Board Advisor, will inform Eletrobras Board of Directors’ Chairman of the collective body meeting's agenda.
6.8.
The Committee will preferably meet at the Company’s registered
office, or at another location, or by telephone or videoconference, or by any other means of communication that allows the members to
vote.
6.9.
In duly evidenced emergency situations, the Committee may, upon decision
of its Coordinator, transact business among absentees in a virtually convened meeting, provided that the members’ statements are
made by e-mail within the deadline previously set, and reproduced in the meeting minutes, which will be signed by the members who state
their opinions, pursuant to the minimum opening and resolution quorum.
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6.10.
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The Committee’s meetings will be
opened upon attendance of a majority of its members, and its resolutions will be passed by the vote of a majority of its attending members,
given that they will not have a decisional nature, rather standing as opinions.
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6.10.1.
A representative will not be assigned to the Committee’s meetings in
the event of impediment of a member, as his duty cannot be delegated.
6.10.2.
The persons invited to the meetings will not have voting rights.
6.10.3.
In case of a tie, the Committee’s Coordinator will exercise a casting
vote.
6.11.
Each meeting of the Committee shall be recorded in minutes, which shall
state a record of the business discussed, comments and recommendations, attendance and absences of its members, and may be prepared in
a summary form, as well as (i) made available at the Governance Website
to CA and Committee members, after being read, approved and signed by those present at the meeting; and (ii) filed at the Company's registered
office.
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
6.12.
The controlling departments and the Company’s Independent Auditor
will have full and unrestricted access to the contents of CEGS’ minutes, and their respective annexes and statements, subject to
the transfer of confidentiality.
6.13.
Opinions on matters submitted for consideration by the Committee will
be part of the meeting minutes or, when submitted later, will have been read, approved, and signed by those present at the meeting.
6.14.
Committee’s members may record, in the meeting minutes and/or
in the opinion, their remarks and recommendations regarding the business addressed in the Committee.
6.15.
The Committee may request joint meetings with other Committee(s).
6.16.
The minutes of Committee’s meetings may be disclosed at the request
of any of its members, provided that approved by a majority of its members, except when the Board of Directors believes that such disclosure
is likely to harm the Company’s legitimate interests.
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7
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Responsibilities and Duties
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7.1
Committee’s members undertake to comply with these Bylaws, with
Eletrobras’ Articles of Incorporation, Code of Ethical Conduct and Integrity, Policies for Disclosure and Use of Relevant Information
and Securities Trading, Code of Corporate Governance Practices, and further applicable internal rules.
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7.2
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Committee’s members will be subject to
the same legal duties and responsibilities imposed on the Managers by Article 160 of Law 6404/76, including the duty to inform the Committee
of the existence of possible conflict of interest and the duty of keeping the confidentiality of documents and information provided to
them, and not yet available to the public.
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These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
7.3
The confidentiality of information will be handled pursuant to Eletrobras'
Information Security policy and standards, as well as the laws and other rules that govern its activities.
7.4
The duties responsibilities of the Board of Directors’ members
set forth in Eletrobras’ Policies and internal regulations, especially those listed in the CA’s Bylaws, and Policies for Disclosure
and Use of Relevant Information and Securities Trading, also apply to Committee’s members.
7.5
A CEGS’ member will promptly and fully report to the Committee
any and all conflicts of interest, whether actual or potential, direct or indirect, that they may have as concerns the matter referred
for its appraisal, leaving the meeting venue, abstaining from the discussion and from expressing an opinion on the relevant business,
meanwhile recording such abstention in the minutes.
8.1
The Committee will conduct an annual performance assessment, pursuant
to rules and methodology determined by the Board. The findings of such assessment will be submitted by the Committee Coordinator to the
Board’s attention.
8.2
The performance assessment process may be coordinated by an independent
external consulting firm, which will adopt the assumptions and methodologies set by the Board of Directors.
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9
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Amendment, Interpretation and Publication
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9.1
Committee’s operation guidelines will be defined by the Board.
These Bylaws may be amended by the Board of Directors, at the discretion of its members or upon proposal of the Committee or its Coordinator.
9.2
Should any matter be omitted in these Bylaws, the Committee Coordinator
will apply the Board of Directors Bylaws’ procedural rules where the rules hereunder are not inconsistent with the nature and function
of this Committee.
9.3
These Bylaws takes effect on April 01, 2021, and will be published on
the Eletrobras website.
These Bylaws were approved on March 25, 2021 by Eletrobras’ Board of Directors at its 889th meeting, by means of Resolution no. 043/2021.
SIGNATURE
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: April 13, 2021
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS
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By:
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/S/ Elvira
Baracuhy Cavalcanti Presta
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Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer
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FORWARD-LOOKING STATEMENTS
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.
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