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Decree No. 6,638, November 7 2008

Original Language Title: Decreto nº 6.638, de 7 de Novembro de 2008

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DECREE NO. 6,638, OF November 7, 2008.

Cria the public company National Center for Advanced Electronic Technology S.A. -CEITEC, approves your Statute and gives other arrangements.

THE PRESIDENT OF THE REPUBLIC, in the use of the assignment that gives him the art. 84, incisments IV and VI, paragraph (a) of the Constitution, and with a view to the provisions of Law No. 11,759 of July 31, 2008,

DECRETA:

Art. 1o Stay created the company National Center for Advanced Electronic Technology S.A. -CEITEC, federal public company, in the form of anonymous society, bound by the Ministry of Science and Technology.

Art. 2o The initial constitution of the social capital of CEITEC will be R$ 42,000,000.00 (forty-two million reais).

Art. 3o The Minister of State for Science and Technology will designate representative for the practice of the acts necessary to the constitution and installation of CEITEC.

Single paragraph. The representative function of which it treats this article will be considered to be of relevant public interest, unpaid.

Art. 4o It gets approved the Social Status of CEITEC, pursuant to the Annex to this Decree.

Art. 5o This Decree goes into effect on the date of its publication.

Brasilia, November 7, 2008; 187o of Independence and 120o of the Republic.

LUIZ INÁCIO LULA DA SILVA

Guido Mantega

Paulo Bernardo Silva

Luiz Antonio Rodrigues Elias

A N E X O

STATUTE OF THE EMPESA PUBLIC NATIONAL CENTER

ADVANCED ELECTRONIC TECHNOLOGY S.A. -CEITEC

CHAPTER I

OF THE DENOMINATION, NATURE, DURATION AND THIRST

Art. 1o The company National Center for Advanced Electronics Technology S.A. -CEITEC is public company organized in the form of closed capital of closed capital, linked to the Ministry of Science and Technology.

Art. 2o The duration of CEITEC's duration is undetermined.

Art. 3o CEITEC has headquarters and venue in the city of Porto Alegre, State of Rio Grande do Sul, and may install offices and dependencies in other units of the federation and abroad.

CHAPTER II

FROM THE SOCIAL OBJECT

Art. 4o CEITEC has as a social objective to develop scientific and technological solutions that contribute to the progress and well-being of society brazilian.

Art. 5o CEITEC has for purpose to explore directly economic activity within the framework of semiconductor technologies, microelectronics and correlates areas.

Art. 6o Compete à CEITEC to carry out the following activities:

I-production and commercialization of semiconductor devices and integrated circuit systems, in addition of other microelectronics products, to meet the specific demands of the national and international market;

II-marketing and granting of licences or rights of use, of trademarks and patents of goods or of products and transfer of technologies acquired or by it developed;

III-provision of consulting services and technical assistance specialized in the scope of its actuation, as well as specialized maintenance services, conformity tests, measurement, calibration, product certification, standardization, testing and testing of standards, applicable to instruments, equipment and products;

IV-elaboration of testing of batches of circuits integrated by it prototyped, with the analysis of their technical, economic and financial viability;

V-attraction of investments of strategic interest in its area of acting;

VI-resource formation humans, empowerment and exchange of technicians and researchers through courses, in articulation with institutions of higher education, research and development centers, too many organs of direct and indirect public administration and entities business;

VII-provision of infrastructure to enable the domain of the research, development, project, prototyping and testing processes in microelectronics by researchers, higher education institutions, research and development centers, too many organs of direct and indirect public administration and entities business, as well as to develop products in microelectronics;

VIII-creation and environment consolidation conducive to integrated scientific and technological development, articulating its acting at national and international level;

IX-promotion and support of innovative ventures, both in the area of hardware and software, with observance of training and competitiveness standards compatible with the international market;

X-enabling access to information, the creation of partnerships, the technological improvement, marketing and service networks;

XI-elaboration of studies and conducting research, development of alternative technologies, production and dissemination of technical and scientific knowledge for the promotion of economic and social development, as well as experimentation of new productive models; e

XII-achievement of technological research and innovation, in isolation or in conjunction with higher education institutions, research and development centers, too many organs of direct and indirect public administration and business entities.

§ 1o Will be remunerated the use of CEITEC's infrastructure by business entities.

§ 2o The participation of CEITEC in the results of the exploitation of intellectual property rights will be disciplined in contract.

§ 3o The studies and researches developed by CEITEC will subsidize the formulation, planning, and implementation of actions of the Ministry of Science and Technology in the areas of semiconductors and microelectronics.

CHAPTER III

DO SOCIAL CAPITAL

Art. 7o The social capital of CEITEC is of R$ 42,000,000.00 (forty-two million reais), divided into forty-two thousand nominative ordinary shares with no nominal value.

Art. 8o It is admitted to the shareholding in the social capital of CEITEC of legal persons of internal public law.

CHAPTER IV

DAS actions

Art. 9o As shares of CEITEC are nominative ordinary, with no nominal value.

§ 1o Each share ordinaria confers upon its right holder to vote in the deliberations of the general assembly.

§ 2o The price, the conditions of issuance, underwriting and integralization of shares will be established by the general assembly.

Art. 10 A Union will exercise control of CEITEC upon ownership and possession of, at a minimum, fifty percent plus one of the shares entitled to vote.

CHAPTER V

DOS FEATURES

Art. 11 Constitute features of CEITEC, recipes arising from:

I-budgetary allocations of the Union and of legal persons of internal public law;

II-commercialization of semiconductor devices and systems of integrated circuits and microelectronics products;

III-provision of services;

IV-exploitation of rights, own or of third parties, arising from intellectual property and technology transfer;

V-sale of publications, technical material, data and information, including for the purposes of public bidding, of administrative emoluments and enrolment fees in public tender;

VI-throughput application of your financial assets and others belonging to the estate under your administration;

VII-renown in its favour constituted by third parties;

VIII-resources arising from congeniums or contracts with government bodies and entities or private institutions of any natures firmed up with public entities or private, national or international, for development and execution of projects;

IX- donations, legacies, grants, heritages and other resources that are intended for it by physical or legal persons of public or private law;

X-resources coming from governmental sources or not, intended for the fostering of technological capacity-building of the Country; and

XI-rents coming from other sources.

Art. 12 A CEITEC will be able to hire internal and external loans for funding of its activities, observed the relevant legislation.

CHAPTER VI

OF THE GENERAL ASSEMBLY

Art. 13 A General shareholders' assembly will be convened by deliberation of the Board of Directors or, in the hypotheses admitted into law, by the President of the Board Executive, by the Fiscal Council, by group of shareholders or by shareholder isolatedly.

§ 1o The general assembly of shareholders shall meet ordinarily or extraordinarily, observed, in their convocations, installations and deliberations, the statutory and statutory requirements.

§ 2o The general assembly will be directed by the President of the Board of Directors, or, in his absence, absence or hindrance, either by your substitute or by another shareholder chosen among those present.

§ 3o The general assembly will only be able to deliberate on the subjects of the constant agenda of the respective convocation edict, which should contain only specific themes, and their deliberations will be taken by a majority of votes.

§ 4o The working minutes and the resolutions of the general assembly will be laundered in a book of their own, in the form of the law.

Art. 14 A ordinary general assembly will take place within the first four months of each social exercise.

Art. 15 Compete privately to the general assembly:

I-submit to the President of the Republic proposed amendment of the Statute;

II-take the accounts of the administrators, examine, discuss, and vote on the financial statements;

III-deliberation on the targeting of the net profit of the exercise and the distribution of dividends;

IV-elect the members of the Boards of Directors and Fiscal, when it is the case; and

V-deliberating on other subjects of your competencies.

CHAPTER VII

DA ADMINISTRATION

Art. 16 A CEITEC has the following structure:

I-Board of Directors;

II-Executive Direction;

III-Fiscal Council; and

IV-Advisory Board.

§ 1o The internal organizational structure of CEITEC and the functions of the technical areas that make it up will be defined in internal regiment, drawn up by the Directorate Executive and approved by the Board of Directors.

§ 2o The management system of internal audit of CEITEC will build on the internal regiment and supplementary acts.

Art. 17 A CEITEC will be administered by the Board of Directors, with deliberative functions, and by the Executive Board.

Art. 18 Cannot participate in the administration bodies, in addition to the implets by law:

I-those who hold control or relevant participation in the social capital of legal person in default with CEITEC or which has caused him injury not yet ressarated, extending this impediment to those who have occupied office of administration in legal person in that situation, in the social exercise immediately prior to the date of the election or appointment;

II-those that housees have been convicted of feating crime, of tax evasion, of prevarication, of active corruption or passive, of concussion, of embezziness, against the popular economy, against public faith, against property or that housed being condemned to criminal punishment that vehees, albeit temporarily, access to public office;

III-those declared inabilty for management positions in companies subject to authorization, control and supervision of bodies and entities of the direct and indirect public administration;

IV-the declared bankrupt or insolvent;

V-those who have held control or participated in the administration of legal person concordatary, bankrupt or insolvent, in the period of five years prior to the date of the election or appointment, save in the condition of liquidation, commissioner or judicial administrator;

VI-partner, ascending, descending, or related side or afim, to the third degree, from member of the Board of Administration, the Executive Board, the Fiscal Council and the Advisory Board;

VII-os to occupy posts in companies that may be considered competitors in the market, in particular in advisory, administration or tax advice, unless dispensation from the general assembly; and

VIII-those who have conflicting interest with society, save dispensation from the general assembly.

§ 1o To the members of the administration bodies is vetted to intervene in operation in which, directly or indirectly, are interested societies that hold control or participation greater than five percent of the social capital.

§ 2o The impediment referred to in § 1o applies, still, when if deal with company in which they occupy or have occupied, in period immediately prior to the investiture at CEITEC, managerial job.

CHAPTER VIII

DO BOARD OF DIRECTORS

Art. 19 The Board of Directors, whose members will be elected by the general assembly of shareholders, for two-year management term, allowed for reelection, will be constituted:

I-by two Councillors nominated by the Minister of State for Science and Technology, being that one of them will be assigned the Presidency of the Council;

II-by the President of the Executive Direction;

III-by a Counsellor appointed by the Minister of State for Planning, Budget and Management;

IV-by a Counsellor appointed by the Minister of State for Development, Industry and Commerce Exterior;

V-by a Counsellor, appointed by the President of the National Bank of Economic Development and Social-BNDES; and

VI-by a Counsellor appointed by the minority shareholders.

§ 1o The Adviser's appointment that it treats inciso VI of the caput will give itself to minority shareholders in general assembly in which this item appears on the agenda.

§ 2o As long as there are no minority shareholders in CEITEC, the member of the collegiate referred to the inciso VI of the caput will be appointed by the Minister of State of the Science and Technology.

§ 3o The management term will count as of the date of the general assembly that elects the Councillors.

§ 4o In the redriving hypothesis, the deadline of the new management will be counted from the date of the end of the previous management.

§ 5o Finda the management, the member of the Board of Directors will remain in the exercise of the function until the investiture of the new Counsellor.

§ 6o The Board of Directors shall convene, ordinarily, each month, and, extraordinarily, whenever convened by its President or by two thirds of its members.

§ 7the The decisions of the Board of Directors will be taken by a majority plain of votes from those present, registered in minutes, by the President, in addition to the ordinary vote, the quality one, in the event of a tie.

§ 8o The quorum of deliberation is the absolute majority of its limbs.

§ 9o The Advisor who, for any reason, has conflicting interest with that of CEITEC in particular deliberation will not participate in the discussion and vote of that item.

§ 10. The deliberations will be lavished in minutes, which will be drawn up with clarity, and recorded all the decisions taken, becoming the object of formal approval.

§ 11. The exercise of the Presidency will coincide with the Councilor's term of management for it indicated.

§ 12. In the case of vacancy of the Presidency, he will, interinarily, assume the other Councillor appointed by the Minister of State for Science and Technology.

§ 13 In addition to the remaining hypotheses provided for in law, it shall be considered vague the office of a member of the Board of Directors who, without cause justified, cease to attend more than two consecutive meetings or the three alternates, in the range of three hundred and sixty-five days.

§ 14 The Board of Directors will be integrated by natural persons, endowed with illiberal reputation, moral idoneity, technical capacity compatible with the post, experience proven in CEITEC's acting sector or as an administrator or advisor to company and notorious knowledge, including on corporate governance practices.

§ 15 A remuneration of the members of the Board of Directors, in addition to the reimbursement, obligatory, of the expenses of locomotion and stay required for the performance of the function, will be fixed by the general assembly and will not exceed, in any hypothesis, at ten percent of the average monthly remuneration of the directors.

Art. 20 The members of the Board of Directors will be impeached by the general assembly, in the form of the Law no 6,404, of December 15, 1976.

Art. 21 The members of the Council of Administration will be replaced, in the remoteness hypothesis more than three months, by indication carried out in the form of the art. 19.

Art. 22 Compete to the Board of Directors:

I-convocation, in the cases provided for in law and in this Statute, the general assembly, presenting proposals for its deliberation;

II-report to the general assembly, the Advisory Board and the Directorate Executive on their deliberations regarding the scope of acting, the policies, guidelines, strategies and activities plans of CEITEC, to ensure the achievement of their social goals;

III-evaluate and approve the contracts and arrangements to be firmed up by CEITEC, as specified norms in the internal regiment;

IV-approve the annual budget, CEITEC's investment program and the multi-annual plan;

V-opinionated and forward to the general assembly:

a) the report of the administration and the CEITEC accounts;

b) the proposal for earnings targeting or results;

c) the proposal of dividend distribution and the payment of interest on equity capital; and

d) the proposal of raising capital, the price and conditions of issuance, underwriting and integralization of actions;

VI-approve the financial and accounting demonstratives and the annual accounts of CEITEC, with external audit aid, forwarding them to the supervisory public body and the Fiscal Council, with the company's managerial and activity reports drawn up by the Executive Board;

VII-approve the internal regiment of CEITEC, which will detail the assignments and competencies of directors, as well as the its organizational structure and its functioning, observed the provisions of this Statute;

VIII-forwarding to the Ministry of Science and Technology, for approval, the bidding and contracting regulation for acquisition of goods and realization of works and services;

IX-set the specific standards for hiring permanent staff of CEITEC by means of public tender of evidence or evidence and securities;

X-determine the value above which the acts, contracts or operations, although of competence of the Executive Board, should be to him submitted to the approval;

XI-accompany and supervise the development of CEITEC's activities in the implementation of the multiannual plan and of the contracts and arrangements by it firmed;

XII-scrutinize the management of directors, examine the books and roles of CEITEC, request information on editais from bidding, contracts concluded, or in avenues of celebration, contract additives and any other acts practiced by the leaders, as well as on the arrangements adopted to regularise representations of the Court of Auditors of the Union and of the Controllment-General of the Union;

XIII-scrutinizing compliance with the plans, programmes, guidelines and targets set by the Board of Directors for CEITEC;

XIV-authorize and homologation to the hiring of independent auditors, as well as their destitution;

XV- authorize the hiring of loans, insurance, works, services, projects, research, autonomous professionals and the provision of cautions, guarantors and fiances in the interest of CEITEC;

XVI-forward to the Minister of State for Science and Technology proposal of quantitative staffing frameworks, plans of creation of posts, careers, remuneration, benefits and perks;

XVII-appoint and remove the holder of the internal audit;

XVIII-authorize the acquisition, divestance and the oneration of immovable property;

XIX-decide on the matters that are submitted to it by the Board; and

XX-drive doubts and eventual omissions of this Statute.

CHAPTER IX

FROM THE EXECUTIVE BOARD

Art. 23 A Executive Direction is CEITEC's directing body of general direction, ending it to exercise business management, according to the mission, the objectives, the strategies and guidelines approved by the Board of Directors.

Art. 24 A Executive Board of CEITEC is composed of a President and four Directors, appointed by the President of the Republic.

Single paragraph. The Executive Board will be integrated by natural persons, residents in the Country, endowed with an illiberal reputation, moral idoneity, proven experience and technical capacity compatible with the office, and notorious knowledge, including on the practices of corporate governance.

Art. 25 The members of the Executive Board will be destitute at any time in the act of the President of the Republic.

Art. 26 In the case of absence or hindrance of any Director, your charges will be assumed by another Director, upon designation of the President.

Art. 27 In case of vacancy of office of Director, may the Executive Board appoint a substitute among the remaining members who, in that capacity, shall exercise the office until the appointment by the President of the Republic of new Director.

Art. 28 Compete the Executive Board of Directors deliberating, for submission to the Board of Administration, on:

I-plans, programs, budget, standards, and other management acts;

II-the structure of CEITEC and its organizational plan;

III-the annual budget, annual report, financial statements, and any other documents to be submitted to the general assembly;

IV-the acting area of the Directors;

V-the establishment of offices in other units of the Federation and abroad;

VI-marks and patents, norms and insignia;

VII-acts of renunciation or judicial transaction to end disputes or pendency in which it is part of CEITEC;

VIII-assignment or transfer of law relating to concessions;

IX-approve the standards of planning, organization, and control of CEITEC services and activities; and

X-fulfill, enforce, within the framework of its assignments, CEITEC's norms and determinations of the Board of Directors.

Art. 29 A Executive Directors will gather, ordinarily, once a week, and, extraordinarily, whenever convened by the President of CEITEC, acting with the presence of the President, or of his or her eventual replacement, and of at least two of its members.

Art. 30 The decisions of the Executive Board will be taken by a majority of votes from those present and registered in minutes, fit to the President, in addition to the common vote, the quality one, in the event of a tie.

Art. 31 A management of the Directors will be three years, allowed for redriving.

§ 1o The managerial term will count as of the date of publication of the act of appointment.

§ 2o In the redriving hypothesis, the term of the new management will be counted from the end of the management previous.

Art. 32 To the members of the Executive Board is vdata to perform duties of direction, administration or consultancy in other private law societies.

Art. 33 It is ensured to the members of the Executive Board the enjoyable annual holiday enjoyment, being vetoed the payment at double the remuneration for annual leave not enjoyed in the course of the concessional period.

Paragraph single. The grant criterion and the season for enjoyment of the holidays will be established by the Executive Board itself.

CHAPTER X

DAS COMPETENCIES OF THE PRESIDENT OF THE EXECUTIVE BOARD

Art. 34 To the President of the Executive Board competes:

I-drive, coordinate, and control the activities of CEITEC;

II-chair the meetings of the Executive Board;

III-present to the Executive Board of work programs and measures necessary to defend the interests of the CEITEC;

IV-practice acts whose urgency recomends immediate solution ad referendum of the Executive Board;

V-represent CEITEC, either actively or passively, in judgment or outside of it, including before authorities and public bodies, and may constitute prosecutors, preposers or mandators;

VI-admit and dismiss employees of CEITEC, appoint and exonerate the occupants of the managerial roles; and

VII-together with at least one of the Directors, sign-up, sign-up, contracts and move the financial resources of the CEITEC, issue, accept, avalize or endorse cheque, promissory note and exchange letter, noted the inciso X of the art. 22.

Single paragraph. The assignments of which treat items V and VI may be delegated by the President, and those of which it treats item VII may be delegated by the President and the Directors, vetted to subdelegation.

CHAPTER XI

OF THE COMPETENCY OF DIRECTORS

Art. 35 To Directors compete, in addition to the assignments that are common to them with the remaining members of the Executive Board:

I-exercise the executive functions in compliance with the distribution of competencies and assignments decided by the Executive Directorate;

II-collaborate with the remaining members of the Executive Board for the good administration of CEITEC;

III-exercise other assignments that are conferred upon them by the Executive Directorate or by the President;

IV-respond by activities linked to the strategic planning of CEITEC;

V-assist the President in the direction and coordination of the activities of CEITEC;

VI-orient, coordinate, develop, and scrutinize the execution of the activities related to your area of competence;

VII-participate in the meetings of the Board, concurring to ensure the definition of policies to be adopted by CEITEC and reporting on the subjects of the respective area of responsibility; and

VIII-perform other assignments foreseen in the CEITEC standards.

CHAPTER XII

DO TAX COUNCIL

Art. 36 The Fiscal Council, as the permanent body of CEITEC, comprised of three effective members and respective alternates, elected annually by the ordinary general assembly, allowed their re-election, being:

I-two members representatives of the Union, of which one indicated by the Secretary of the National Treasury, and the other nominee by the Minister of State for Science and Technology, being that one of them will fit the presidency of the collegiate; and

II-a member indicated by the shareholders minority.

§ 1o The Adviser's appointment that it treats the inciso II of the caput will be given by minority shareholders in general assembly in which this item appears on the agenda.

§ 2o While there are no minority shareholders in CEITEC, the member of the collegiate referred to the inciso II of the caput will also be indicated by the Secretary of the Treasury National.

§ 3o Only can be elected to the Brazilian Fiscal Council, natural persons, residents in the Country, graduates of a university level course, or who have exercised by a minimum of three years post of company administrator or tax advisor.

§ 4o The remuneration of the members of the Fiscal Council, in addition to the reimbursement, obligatory, of the expenses of locomotion and stay required for the performance of the function, shall be fixed by the general assembly and shall not exceed, in any hypothesis, at ten percent of the average monthly remuneration of the Directors.

§ 5o In the event of resignation, demise or hindrance, the effective members of the Fiscal Council will be replaced by its alternates, until the election of new member.

§ 6o Os members of the Fiscal Council will be appointed by the Minister of State for Science and Technology.

§ 7o In the redriving hypothesis, the term of the new management will count from the end of the previous financial year.

§ 8o In addition to cases of death, resignation, destitution and others provided for in law, consideration will be given to vacationing board member function that, without formally justified cause, does not attend two consecutive meetings or three alternates, in the range of one year, save cases of force majeforce or fortuitous case.

§ 9o The Fiscal Council will convene, ordinarily, each month and, extraordinarily, when convened by their President.

Art. 37 The members of the Fiscal Council will be impeached by decision of the general assembly.

Art. 38 The members of the Fiscal Council will be replaced, in the hypotheses of removal more than three months, per indication held in the form of the art. 36.

Art. 39 Compete to the Fiscal Council:

I-scrutinize, by any of its members, the acts of the administrators and check the fulfillment of their duties legal and statutory;

II-opinionated on the annual report of the administration, making the record of your opinion the supplementary information that you deem necessary or useful to the deliberation of the general assembly;

III-opines on the proposals of the administration's bodies, to be submitted to the general assembly, concerning the modification of the social capital, issue of debentures or bonus of subscription, investment plans or capital budgets, dividend distribution, transformation, incorporation, merger, or spin-off;

IV-denouncing, by any of its members, to the administrative bodies and, if these do not take the necessary arrangements for the protection of the interests of CEITEC, to the general assembly, the errors, frauds or crimes that we discover, and suggest useful arrangements;

V-convening the ordinary general assembly, if the administration's bodies delay for more than a month this convocation, and the extraordinary, whenever serious grounds occur or urgent, including on the agenda of the assemblies the subjects they deem necessary;

VI- analyze, at least quarterly, the balance and too much financial statements drawn up periodically by CEITEC;

VII-examine the financial statements of the social exercise and about them opining, after deliberation by the Board of Directors;

VIII-exercise your assignments, during liquidation, taking into view the special provisions that regulate it;

IX-pronounce on matters of its assignment that are submitted to it by the Council of Administration or by the Board;

X-keep track of the heritage, financial and budget, and may examine books and any other documents and requisition information;

XI-elaboration and approve your internal regiment; and

XII-provide to the shareholder or group of shareholders, who represent at least five percent of the social capital, information on matters of its competence, whenever requested.

§ 1o The administration bodies are obliged, by means of written communication, to be put at the disposal of the members in exercise of the Fiscal Council, within ten days, copies of the minutes of their meetings and, within fifteen days of their receipt, copies of the Balts and too many financial statements drawn up periodically and, when there are, of the budgets execution reports.

§ 2o The Fiscal Council, at the request of any of its members, will ask the administrative bodies for clarifications or information, as well as the drafting of special financial statements or accounting.

§ 3o The members of the Fiscal Council will attend meetings of the Board of Directors or the Board, in that we will deliberate on the subjects in which they should be opinionated.

§ 4o The Fiscal Council, at the request of any of its members, will be able to request to the independent audit clarifications, information or ascertainment of specific facts, with the approval of the Board of Directors.

§ 5o To ascertain fact whose clarification is necessary to the performance of its functions, the Fiscal Council will be able to formulate questions to be answered by expert and to ask the Executive Board to indicate, to that end, within the maximum of thirty days, three experts, physical or legal persons, of notorious knowledge in the area in question, among which the Fiscal Council will choose one, whose fees will be paid by CEITEC.

CHAPTER XIII

OF THE ADVISORY council

Art. 40 The CEITEC Advisory Board will follow up and appreciate the development of the activities carried out by the company, requiring information and making propositions to the Board of Directors, with a view to improving the quality and performance of management.

Art. 41 The CEITEC Advisory Board will be composed of:

I-two representatives of the Ministry of Science and Technology;

II-a representative of the Ministry of Development, Industry and Foreign Trade;

III-a representative of the Civil House of the Presidency of the Republic;

IV-a representative of the State of Rio Grande do Sul;

V-a representative of the Municipality of Porto Alegre;

VI-a representative of the Financier of Studies and Projects-FINEP;

VII-a representative of the National Bank of Economic and Social Development-BNDES;

VIII-two representatives of the Brazilian Society of Microelectronics;

IX-a representative of the Brasileira Association of the Electrical and Electronic Industry-ABINEEE;

X-a representatives of the National Confederation of Industry-CNI;

XI-a representative of the Association of the Brazilian Companies of Software Information Technology and Internet;

XII-two representatives of the scientific community with specialization in the area of device technologies semiconductors or correlates areas, indicated by the Presidents of the Brazilian Academy of Sciences-ABC and of the Brazilian Society for the Progress of Science-SBPC; and

XIII-a representative of CEITEC workers, by them elected, upon secret ballot, according to the rules laid down in the internal regiment.

§ 1o The members of the Advisory Board will have a two-year term, allowed for redriving.

§ 2o The members of which treat incisos I to XI of the caput will be indicated by the ente, organ or entity represented and designated by the Minister of State for Science and Technology.

§ 3o The members of which treat the incisies XII and XIII of the caput will be designated by the Minister of State for Science and Technology.

§ 4o The Advisory Board will convene, ordinarily, every four months and, extraordinarily, always that convened by its President or by two thirds of its members or by request of the Executive Board.

§ 5o The Advisory Board will have a President and a Vice-President, elected by the majority of its members for two-year term.

§ 6o Members of CEITEC's Executive Board will be able to attend the meetings of the Advisory Board, without right to vote.

§ 7o The role of member of the Advisory Board will not be remunerated, staying vetted receiving any profit, bonification or advantage, reaped the costing of displacement, feeding and lodging expenses.

Art. 42 The members of the Advisory Board will be impeached in the cases of:

I-infringing, in the exercise of its functions, the legal and regulatory standards that discipline the functioning and principles of management of CEITEC;

II-administrative improbity; and

III-lack of observance to the principles of legality, morality, impersonality, publicity and efficiency.

Art. 43 The members of the Advisory Board will be replaced, in the hypothesis of absence in two consecutive meetings, per indication held in the form of the art. 41.

Art. 44 Compete to the Advisory Board:

I-opines on the broad outlines of CEITEC's policies, guidelines and strategies, guiding the Council of Administration and the Executive Board in the fulfillment of their assignments;

II-propose lines of action, programs, studies, projects, forms of acting or other measures, guiding for the CEITEC to achieve the goals for which it was created;

III-follow up and periodically evaluate the technical-scientific performance of CEITEC; and

IV-attend the Board and the Board of Directors in their roles, not least in the formulation, implementation and evaluation of CEITEC's action strategies.

CHAPTER XIV

FROM THE INTERNAL ORGANIZATION AND PERSONNEL REGIME

Art. 45 A CEITEC organizational structure and the respective distribution of competencies will be established in internal regiment, approved by the Executive Directorate and submitted to the Board of Directors.

Art. 46 Applies for hiring effective staff of CEITEC the legal regime of the Consolidation of Labor Laws-CLT and respective supplementary legislation.

Art. 47 A The hiring of effective personnel will be by means of public tender of evidence or evidence and titles, observed the specific standards edited by the Board of Directors and the one with the Constitution.

§ 1o For the purposes of its implantation, CEITEC will be able to carry out technical staff hiring and administrative by time determined, in the form of the inciso IX of the art caput. 37 of the Constitution.

§ 2o Consider itself as a temporary necessity to exceptional public interest in the hiring of technical and administrative staff for a time determined, indispensable to the initial functioning of CEITEC, at the discretion of the Board of Directors.

§ 3o The hiring to which refers to § 1o will observe the willing in the art caput. 3o, in the art. 6o, in the inciso II of the caput of the art. 7o and in the arts. 9o and 12o of Law no 8,745, of December 9, 1993, and shall not be able to exceed the period of twenty-four months, from the date of the installation of CEITEC, extended, by, at most, another twelve months, by deliberation of the Board of Directors, listened to the Advisory Board.

Art. 48 A CEITEC will have Internal Audit, linked to the Board of Directors, to which it competes to carry out the auditing activities of an accounting, financial, budgetary, administrative, heritage and operational nature, under the supervision of the Controller-General of the Union, as well as proposing the preventive and corrective measures of the deviations detected and to verify compliance and implementation by the Company of recommendations or determinations effected by that Controller-General, by the Court of Auditors of the Union and by the Fiscal Advice.

Single paragraph. The holder of the Internal Audit shall be designated and impeached, on the proposal of the Director-President, by the Board of Directors, and, after, submitted to the approval of the Controller-General of the Union.

CHAPTER XV

OF THE SOCIAL EXERCISE AND FINANCIAL STATEMENTS

Art. 49 The social exercise of CEITEC corresponds to the calendar year, ascertaining on December 31 the financial statements.

Paragraph single. The financial statements of which it treats the caput will be audited by independent auditors registered in the Securities Commission-CVM.

Art. 50 The result of the exercise, after the deduction to meet any accumulated damages and the provision for the income tax, will have the following targeting:

I-five percent to constitution the legal reserve up to the threshold of twenty percent of the capital social; and

II-twenty five percent, at a minimum, for payment of the dividends.

§ 1o The targeting of the balance, if any, will be presented to the Board of Directors, accompanied by capital budget, in the terms of art. 196 of Law no 6,404, of 1976, which is to be submitted to the Fiscal Council.

§ 2o The accumulated damage should preferably be deducted from the social capital in the form provided for in the art. 173 of the Law no 6,404, from 1976.

§ 3o Can be charged to the value intended for dividends, ascertained in the form provided for in this article, integrated the respective importance, for all legal purposes, the value of the remuneration, paid or credited, to the title of interest on the equity capital, pursuant to art. 9o, § 7o, of the Law no 9,249, of December 26, 1995, and the relevant legislation.

§ 4o On the values of dividends and interest, the title of remuneration on equity capital, due to the National Treasury and the remaining shareholders, will focus financial charges equivalent to the SELIC fee, from the end of the social exercise to the day of the effective pick-up or payment, without prejudice to the incidence of moratory interest when such pick-up or payment is not found on the date fixed in law or deliberation of the Board of Directors, and shall be regarded as the daily rate, for updating that value during the five working days prior to the date of payment or pick-up at the same SELIC rate released on the fifth day useful leading up to the day of the effective discharge of obligation.

§ 5o The proposal on the targeting of the profit for the financial year, after conclusive analysis of the internal organs of CEITEC, will be presented to the Minister of State for Science and Technology, without prejudice to the provisions of the art. 4o of Decree no 2,673, of July 16, 1998.

Art. 51 About the resources transferred by the Union or deposited by minority shareholders, for the purposes of raising the capital of the corporation, will focus financial burdens equivalent to the SELIC rate from the day of the transfer to the date of the capitalization.

CHAPTER XVI

OF THE GENERAL PROVISIONS

Art. 52 The members of the Board of Directors, of the Executive Board, of the Fiscal Council and the occupants of positions of trust, direction, advisor or managerial, to the assume their duties, will present declaration of goods and income, annually renewed.

Art. 53 The administrators, together with the members of the Fiscal Council, will be individually held responsible for the acts practiced within their respective assignments when they act in disregard of the law and with this Statute.

Art. 54 CEITEC, in the form previously defined by the Board of Directors, will ensure the members and former members of the Boards of Directors and Fiscal and the Executive Directorate the defence in judicial and administrative proceedings against them initiated by the practice of acts in the exercise of the office or function, in cases where there is no incompatibility with the interests of the company.

Paragraph single. The defence provided for in the caput applies, in what couber, and at the discretion of the Board of Directors to the occupying employees and former occupiers of positions or trust function.

Art. 55 A contracting of works, services, purchases and disposals will be preceded by licitatory procedure, in the form of the legislation in force.

Art. 56 A General assembly will deliberate, by proposal of the Executive Board, regarding the sponsorship of closed entity of private foresight.

Art. 57 A CEITEC shall subject to the supervision of the Ministry of Science and Technology and to the surveillance of the Controller-General of the Union and of the Court of Auditors of the Union.

Art. 58 A CEITEC will submit it to the social control that will be exercised by the National Council of Science and Technology-CCT and by the National Industrial Development Council-CNDI, which will point to the Ministry of Science and Technology situations of devirtuation of the company's objectives and of disfulfilling the policy guidelines industrial and national technology.

Art. 59 A CEITEC structuring the system of performance evaluation, which will cover the individual and institutional performance evaluation.

§ 1o Individual performance evaluation aims to assess the performance of the employees in the exercise of their assignments, to the scope of the organizational goals, with seen to:

I-evaluate the performance of the employees, aiming to affer the degree of contribution for the range of the goals and organizational objectives;

II-identify discrepancy of performance for capacity-building, recycling and employee development;

III-identify the individual and collective competencies for talent bank structuring;

IV-evaluate the employee for effect of progression and functional and wage promotion, in accordance with the current legislation governing public companies;

V-structuring performance improvement plans for the employees; and

VI-generate history of functional performance of the employees.

§ 2o Institutional performance evaluation aims to affer the scope of organizational goals and goals, based on the policies, programs and finalistic projects established by CEITEC.

§ 3o The criteria, procedures and periodicity of individual and institutional performance evaluation will be established in CEITEC's own standard, approved by the Executive Directorate and by the Board of Directors, obeyed legislation governing public enterprises.

Art. 60 The Board of Directors will promote, annually, formal evaluation of the performance of the Board Executive and of each Director, as a systematic and criteria previously approved by the Board.

Art. 61 A CEITEC will make publishing, after approved by the Board of Directors:

I-the regulation of bidding and contracts;

II-the regulation of personnel, with the rights and duties of employees, the disciplinary regime and norms on ascertaining responsibilities;

III-the staffing frame, with the indication of the total employees and the numbers of jobs provided and vacant, discriminated by careers, classes and categories, in compliance with the company's plan of office, careers, and salaries;

IV-the plan of positions, careers, salaries, benefits, perks, and any other installments that compose the retribution of their employees; and

V-the standards for individual and institutional performance evaluation.

Paragraph single. The regulation of tenders referred to in the inciso I of the caput is to be approved in an act of the Minister of State for Science and Technology.

Art. 62 The cases missing in this Statute will be decided by the general assembly or, in the terms expressed in law, by the Executive Directorate or by the Board of Administration.

Art. 63 A CEITEC is governed by the Law no 11,759, of 31 of July 2008, by the Law no 6,404, of 1976, by this Statute and by the other standards that apply to it.