Business Context and Reporting Period
Company: AMBEV S.A.
Filing Type: Form 6-K (Report of Foreign Private Issuer)
Reporting Period: October 2021 (Filing Date: October 20, 2021)
Subject: Submission of the "Manual on Disclosure and Use of Information and Securities Trading Policy."
This filing updates the Company's internal governance policies to align with Ruling No. 44/21 issued by the Brazilian Securities and Exchange Commission (CVM). The Manual regulates the disclosure of Material Acts or Facts and establishes trading restrictions for directors, officers, and other "Bound Persons" to prevent insider trading and ensure market transparency.
Financial Metrics
Revenue, Profit, Cash Flow, Margins, Debt, Liquidity: The filing text does not provide a clear value for any financial metrics. This document is a policy update and does not contain financial statements, earnings results, or balance sheet data.
Material Changes Versus Prior Period
The filing details the consolidation of the Company's best practices into a revised Manual, approved by the Board of Directors on October 14, 2021. Key updates include:
- Implementation of a responsibility scheme for the use and disclosure of Material Acts or Facts per CVM Ruling No. 44/21.
- Formalization of restrictions on securities trading by directors and related persons in specific circumstances.
- Establishment of procedures for Individual Investment Plans to allow trading during blackout periods under strict conditions.
Guidance, Outlook, Risks, and Contingencies
Management Commentary: The Company emphasizes adherence to the principles of transparency, good faith, and loyalty. The Investor Relations Officer is designated as the primary responsible party for communicating and disclosing Material Acts or Facts.
Trading Restrictions (Risks/Controls):
- Blackout Periods: Bound Persons are prohibited from trading during periods determined by the Investor Relations Officer.
- Pre-Earnings Restriction: Trading is prohibited during the 15-day period preceding the disclosure of quarterly (ITR) or annual (DFP) financial statements.
- Material Acts: Trading is prohibited before the disclosure of any Material Act or Fact that could significantly impact security prices.
- Exceptions: Trading may occur during restricted periods only if conducted through pre-approved Individual Investment Plans that meet specific regulatory criteria (e.g., irrevocable dates, minimum 3-month duration).
Penalties: Failure to comply with the Manual may result in disciplinary sanctions, including warning, suspension, or dismissal with cause, as well as indemnification for losses sustained by the Company.
Key Facts for Investor Verification
- The filing is a governance document, not a financial report; no financial performance data is included.
- The updated Manual was approved by the Board of Directors on October 14, 2021, to comply with new CVM regulations.
- Strict blackout periods apply to insiders, specifically the 15 days prior to quarterly and annual financial disclosures.
- Individual Investment Plans are the only mechanism allowing insiders to trade during restricted periods, subject to rigorous verification and Board oversight.
- The Investor Relations Officer holds central responsibility for monitoring compliance and executing disclosures.