Business Context and Reporting Period
Company: AMBEV S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: May 2019 (Filed May 29, 2019)
Subject: Policy on Hiring Services Related or Not Related to Auditing
This filing does not contain financial results or operational updates. It discloses the company's internal governance policy regarding the engagement of independent auditors for audit and non-audit services, ensuring compliance with the Sarbanes-Oxley Act and SEC regulations.
Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for any financial performance metrics. This document is a corporate governance disclosure, not a financial report.
Material Changes
No material financial changes are reported. The filing establishes or reaffirms the "Policy on Hiring Services Related or Not Related to Auditing," which regulates the process of hiring independent auditors for the Company and its Controlled Companies.
Guidance, Outlook, and Governance Commentary
Policy Overview
- Scope: Applies to Ambev S.A. and its Controlled Companies (entities consolidated under IFRS) and Affiliates.
- Approval Authority: All engagements require a favorable statement from the Fiscal Board. Changes to the pre-approved "Basic List" require Board of Directors approval.
- Monitoring: The Fiscal Board monitors auditor independence and effectiveness. The CFO is responsible for submitting service requests and maintaining records.
Unauthorized Services
The policy explicitly prohibits independent auditors from providing services that jeopardize independence, including:
- Bookkeeping or accounting record services.
- Design and implementation of financial information systems.
- Valuation services, fairness opinions, or actuarial services (except for methodological assistance).
- Outsourced internal audit services.
- Recruitment of administrators or managers.
- Brokerage, investment administration, or legal counseling.
- Tax planning.
Pre-Approved Services (Basic List)
The Board has pre-approved specific audit and tax services subject to fee limits. The total fees for all pre-approved non-audit services may not exceed 20% of the total audit fees for the financial year.
| Service Category | Maximum Amount per Agreement (BRL) |
|---|---|
| Statutory/Financial audits for Controlled Companies/Affiliates | R$300,000 |
| SEC/CVM registration and reporting assistance | R$200,000 |
| Due diligence for M&A operations | R$200,000 |
| Tax incentive consulting and document preparation | R$200,000 |
| Accounting inquiries, regulatory impact studies, and pension plan audits | R$100,000 |
| Tax return preparation and audit assistance | R$100,000 |
Key Facts for Investor Verification
- Governance Compliance: Verify that the company adheres to the 20% cap on non-audit fees relative to total audit fees as stipulated in the policy.
- Auditor Independence: Confirm that no prohibited services (e.g., bookkeeping, tax planning, valuation) were performed by the independent auditors during the period.
- Fee Limits: Check subsequent financial filings to ensure individual service engagements did not exceed the specific BRL limits listed in Exhibit I.
- Board Oversight: Note that the Fiscal Board must approve all engagements, and the Board of Directors must approve any changes to the pre-approved service list.