Business Context and Reporting Period
Company: AMBEV S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: March 2016 (Filing Date: March 28, 2016)
Subject: Submission of the "Manual on Disclosure and Use of Information and Policy for the Trading with Securities Issued by Ambev S.A."
This filing does not contain financial results or operational data. It serves to disclose the Company's internal governance policies regarding the handling of material information and the trading of securities by insiders, in compliance with Brazilian Securities and Exchange Commission (CVM) Ruling No. 358/02.
Financial Metrics
The filing text does not provide a clear value for revenue, profit, cash flow, margins, debt, or liquidity. This document is a regulatory disclosure of corporate policy and contains no financial statements or performance metrics.
Material Changes
The filing notes that the Manual was originally approved by the Board of Directors on March 1, 2013, and amended on August 27, 2014. The current filing reflects amendments approved by the Board of Directors on March 28, 2016.
Guidance, Outlook, and Policy Commentary
The document outlines the Company's commitment to transparency and the prevention of insider trading. Key policy elements include:
- Disclosure Obligations: Material Acts or Facts must be communicated promptly to the Investor Relations Officer and disclosed to the market via the CVM, SEC, and Stock Exchanges.
- Trading Restrictions (Black-Out Periods): Managers, controlling shareholders, and related persons are prohibited from trading during periods determined by the Investor Relations Officer and during the 15-day period preceding the disclosure of quarterly (ITR) or annual (DFP) financial statements.
- Individual Investment Plans: Exceptions to trading restrictions are permitted for pre-approved, irrevocable investment plans that meet specific regulatory criteria.
- Enforcement: The Investor Relations Officer is responsible for monitoring compliance. Violations may result in disciplinary sanctions, including dismissal, and indemnification for losses.
Key Facts for Investor Verification
- Verify the Company's adherence to the 15-day pre-earnings trading blackout period.
- Confirm that all Material Acts or Facts are disclosed simultaneously to the CVM, SEC, and relevant stock exchanges.
- Review the list of "Bound Persons" (managers, fiscal council, specific employees) required to execute Joinder Agreements to this Manual.
- Note that the Manual was amended as of March 28, 2016, superseding previous versions.