Governance Practices

Comparison of Copel’s corporate governance practices with the New York Stock Exchange corporate governance requirements applicable to U.S. companies.

Section	New York Stock Exchange Corporate Governance Rules for U.S. Domestic Issuers	Copel’s Approach
Director Independence
303A.01	A company listed on the New York Stock Exchange (a “listed company”) must have a majority of independent directors on its Board of Directors. “Controlled companies” are not required to comply with this requirement.	According to our Bylaws, at least 25% of the members of the Board of Directors must be independent, as determined by our shareholders and recorded in the minutes of the General Meeting that elects these directors, in accordance with our Bylaws, Federal Law 6.404/1976, B3’s Level 2 Corporate Governance Regulation. Currently, 8 of the 9 directors on the Board of Directors are independent in accordance with the applicable legislation.
303A.03	The non-management directors of a listed company must meet at regularly scheduled executive sessions without management.	Our CEO is not a member of the Board of Directors. Our non-management directors regularly hold non-management executive sessions, which are generally scheduled to take place at the end of each board meeting.
Nominating/Corporate Governance Committee
303A.04	A listed company must have a Nominating/ Corporate Governance Committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	We have a permanent statutory committee, the People Committee, which is responsible for monitoring the nomination and assessment processes applicable to our management, members of the Board of Directors, the Supervisory Board and the committees of the Board of Directors. This committee is made up of members elected by the Board of Directors.
Compensation Committee
303A.05	A listed company must have a compensation committee composed entirely of independent directors, with a written charter that covers certain minimum specified duties. “Controlled companies” are not required to comply with this requirement.	We have a permanent statutory committee, the People Committee, to advise the Board of Directors, which is responsible for drawing up and monitoring the remuneration strategy for directors, members of advisory committees and fiscal counsellors. This committee is made up of members elected by the Board of Directors.
Audit Committee
303A.06 303A.07	A listed company must have an audit committee with a minimum of three (3) independent directors who satisfy the independence requirements of Rule 10A-3 under the Securities Exchange Act, with a written charter that covers certain minimum specified duties.	We have a Statutory Audit Committee, an independent advisory body to the Board of Directors, in accordance with Article 51 of our Bylaws (Holding), whose responsibilities, duties, competences and attributions are established in specific internal regulations, in compliance with the laws of Brazil and the United States, including the provisions of the Sarbanes-Oxley Act (SOX); Best Practices of the SEC and NYSE rules. We currently have a Statutory Audit to fulfil the exemption requirements of Regulation 10A-3,(c)(3), and the Audit Committee is composed of three independent members.
Equity Compensation Plans
303A.08	Shareholders must be given the opportunity to vote on all equity compensation plans and material revisions thereto, with limited exemptions set forth in the NYSE rules.	Under Brazilian Corporate Law, shareholder pre-approval is required for the adoption of any equity compensation plans and material revisions thereto.
Corporate Governance Guidelines
303A.09	A listed company must adopt and disclose corporate governance guidelines that cover certain minimum specified subjects.	Although the corporate governance practices adopted by Copel do not comply with all the terms specified in the rules of the NYSE, they fulfill the requirements established for companies listed on level 2 of corporate governance of B3 (Brasil, Bolsa, Balcão). The Company also adopts the Code of Better Corporate Governance Practices of the Brazilian Institute for Corporate Governance (”IBGC”).
Code of Ethics for Directors, Officers and Employees
303A.10	A listed company must adopt and disclose a code of business conduct and ethics for its directors, officers and employees, and must promptly disclose any waivers of the code for directors or executive officers.	Copel has adopted a code of ethics, a set of rules that guide the actions of all persons who perform activities on behalf of Copel and its whollyowned and controlled subsidiaries, including employees (regardless of their function or hierarchical position), administrators (members of the Board of Directors and Executive Board), members of the Audit Committee, interns, suppliers, service providers and outsourced personnel. All such individuals are responsible for abiding by the code’s provisions and applying its content within their respective roles, in addition to promoting disclosure, understanding and integration of Copel’s code of ethics.
Certification Requirements
303A.12	A CEO of a listed company must promptly notify the NYSE in writing after any executive officer of the listed company becomes aware of any material non-compliance with any applicable provisions of Section 303A and certify he or she is not aware of any violation by the listed company of NYSE corporate governance listing standards, qualifying the certification to the extent necessary. Each listed company must submit an executed Written Affirmation annually to the NYSE. In addition, each listed company must submit an interim Written Affirmation as and when required by the interim Written Affirmation form specified by the NYSE.	Copel’s CEO will promptly notify the NYSE in writing after any executive officer of Copel becomes aware of any material noncompliance with any applicable provisions of the NYSE corporate governance rules and will also certify if he is not aware of any violation by the listed company of NYSE corporate governance listing standards. Copel submits every year an Annual Written Affirmation to the NYSE and will submit an interim Written Affirmation when required.
Clawback Policy
303A.14	The issuer must adopt and comply with a written recovery policy that provides that the issuer will recover with reasonable promptness the amount of incentive-based compensation erroneously awarded in the event that the issuer is required to prepare an accounting restatement due to the issuer’s material failure to comply with any financial reporting requirement under securities legislation, including any accounting restatement necessary to correct an error in previously issued financial statements that is material to the previously issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period.	We have adopted a Clawback Policy that meets the requirements of Section 303A.14 of the NYSE Listed Company Manual.

Last update: May 04, 2022