Corporate Governance

DASA has always managed its operations based on the practices of good Corporate Governance. It believes that this is conducive to the Company's professionalism, optimization of value and longevity by ensuring the actions of all its executives are aligned to the greater interests of the Company and its shareholders.

According to the definition of the IBGC (Brazilian Institute for Corporate Governance) , corporate governance is "the system by which corporations are managed and supervised and involves the relationship between shareholders/quota holders, Board of Directors, Executive Board, Outside Auditors and Fiscal Council".

Good corporate governance practices establish efficient mechanisms for guaranteeing that the standards of the executives responsible for managing the company reflect the interests of its shareholders. Among the instruments for supervising and controlling the management of companies are: (i) a series of legal duties attributed to the management and controlling shareholders; (ii) independence of the Board of Directors; and (iii) an efficient system of information. The adoption of such practices assumes total transparency, accountability and equitability as core values of conduct. For this purpose, the Board of Directors as the shareholders' representative must exercise its role of: (i) establishing the Company's strategies; (ii) electing its Executive Board; (iii) supervising and evaluating management performance; and (iv) choosing the outside auditors.

Code of Best Practices - The IBGC was responsible for preparing the Code of Best Corporate Governance Practices in Brazil . Its first edition, launched in 1999, focused mainly on the Board of Directors. The Code was updated for the first time in April 2001 in line with the evolution in corporate governance models. More recently on March 30 2004 , a third revised and expanded version was published.


Differential levels of Bovespa Corporate Governance


Implemented by the São Paulo Stock Exchange - BOVESPA , the Novo Mercado and the Differentiated Levels of Corporate Governance (Level I and Level II), are special listing segments that were designed to stimulate both the interest of investors and also the enhanced capitalization of the companies.

The basic thinking behind the special segments is that good practices of Corporate Governance are of value to investors given the rights they bestow on shareholders and the quality of the information provided, which reduces the uncertainties in evaluating the investment and consequently, level of risk.

One of DASA's fundamental concerns is to operate with differentiated practices of Corporate Governance and underscore its commitment to transparency and respect to all its shareholders. In the light of this, the Company became the sixth Brazilian company to list its shares on the Bovespa . This listing segment is destined for the trading of shares of companies that voluntarily commit to adopt additional corporate governance practices and disclosure in relation to those required by the legislation. The adhesion to these practices commits DASA as well as its controllers, board members and executives to the highest standards of governance and disclosure of information on a transparent, concise and timely basis.

For a listing on Bovespa's Novo Mercado, the following practices must be adopted:

     Issue of common shares only (with voting rights);

     Adopt offering procedures that favor widespread ownership of shares whenever making a public offering;

     Maintain a free float of shares for trading representing 25% of the capital;

     Ensure that the same conditions provided to controlling shareholders in the transfer of the company's control are        extended to all shareholders;

     Board of Directors with a minimum of five members and a one year term of office;

     Make the annual balance sheet available according to US GAAP or IAS;

     Introduce improvements in quarterly information, including consolidated financial statements and special audit        review;

     Mandatory holding of an offering to purchase all shares trading in the market based on their economic value in        the event of the closing of the capital or the delisting from trading on the Bovespa's Novo Mercado;

     Disclose trading involving company assets and derivatives issued by the Company on the part of controlling        shareholders or company management;

     Publication of cash flow statements;

     Acceptance of ruling of Arbitration Panel for resolving corporate disputes