Assaí Atacadista(US:ASAI)2022-05-01 16:00Market Risks and Financial Instruments - The company is exposed to market risks from changes in foreign currency and interest rates, with a treasury policy designed to manage these risks [710]. - A substantial part of the company's U.S. dollar-denominated liabilities has been swapped to obligations denominated in reais, utilizing cross-currency interest rate swaps [712]. - The company engages in derivative financial instruments to mitigate risks caused by fluctuating currency and interest rates, with realized and unrealized gains and losses included in financial income and expense [713]. ADR and Depositary Services - The Sendas common shares trade in the form of American Depositary Shares (ADS) on the NYSE since March 8, 2021 [714]. - The depositary will distribute cash dividends or other distributions to ADR holders after converting any cash received into U.S. dollars, subject to necessary deductions [721]. - In the case of share distributions, the depositary will issue additional ADRs to represent the number of ADSs corresponding to the shares [724]. - The depositary may sell rights to subscribe for additional shares if it cannot lawfully distribute such rights, distributing net proceeds as cash to ADR holders [724]. - The company may make elective distributions available to ADR holders, contingent on timely requests and the depositary's determination of practicability [727]. - The deposit agreement and related documents are governed by New York law, with any legal proceedings to be instituted in New York courts [719]. - The depositary will issue ADSs upon the deposit of shares and payment of associated fees [730]. - ADR holders have no direct ownership interest in the deposited shares, only rights as per the deposit agreement [731]. - The depositary may charge $5.00 for each 100 ADSs issued or surrendered, along with additional fees for various services [746]. - A fee of up to $0.05 per ADS may be charged for cash distributions or elective dividends [747]. - The depositary is not responsible for currency conversion at specified rates or for the timely completion of transactions [729]. - ADR holders may instruct the depositary on how to exercise voting rights for underlying shares [741]. - The depositary will provide periodic statements showing the number of ADSs registered in the ADR holder's name [735]. - The depositary may restrict the withdrawal of deposited securities under certain conditions, such as temporary delays or compliance with laws [736]. - Fees for foreign currency conversion and other governmental charges may apply [749]. - The depositary may engage in foreign exchange transactions to convert foreign currency into U.S. dollars for distributions [750]. - For the year ended December 31, 2021, the company received reimbursements from the depositary totaling US$1 million [755]. - The depositary may collect fees for issuance and cancellation of ADSs directly from investors or intermediaries, and these fees may vary over time [754]. - ADR holders are responsible for paying any taxes or governmental charges related to their ADSs, and the depositary has the right to seek payment from any current or prior ADR holder [756]. - The deposit agreement allows for amendments without consent, provided ADR holders receive at least 30 days' notice for any fee increases [761]. - The depositary may terminate the deposit agreement under specific circumstances, including bankruptcy or if the shares cease to be listed on a recognized stock exchange [765]. - The depositary may refuse to provide services to ADR holders who have not paid outstanding fees and expenses [754]. - The depositary can deduct taxes from cash distributions or sell deposited securities to cover any unpaid taxes owed by ADR holders [756]. - The company may agree with the depositary to amend the deposit agreement without ADR holder consent for necessary compliance with laws [762]. - The depositary may suspend the issuance of ADRs under certain conditions, such as temporary delays or compliance with regulations [767]. - ADR holders agree to indemnify the depositary against claims related to taxes or governmental charges arising from their holdings [757]. Internal Control and Financial Reporting - The company reported a material weakness in internal control over financial reporting as of December 31, 2021, due to inadequate controls related to the interpretation and application of complex accounting matters [791]. - Management identified deficiencies that did not allow for the timely detection of immaterial misstatements in asset classification and cash flow statements [792]. - The company is committed to improving internal control processes to ensure compliance with the Sarbanes-Oxley Act and SEC rules [793]. - Remedial actions will include evaluating the involvement of technical specialists to mitigate future errors related to unusual transactions [793]. - Internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting in accordance with IFRS [788]. - The company maintains policies to ensure transactions are recorded accurately and in accordance with appropriate authorizations [789]. - There is a risk that controls may become inadequate due to changes in conditions or deterioration in compliance with policies [790]. - The company will continue to review financial reporting controls and procedures diligently [793]. - The assessment of internal control effectiveness was based on the COSO framework established by the Treadway Commission [791]. - The company acknowledges that internal controls can only provide reasonable assurance and may not prevent all misstatements [790]. - No changes in internal controls over financial reporting during the reporting period that materially affected internal control [795]. - The company plans to implement remediation procedures in 2022 to address identified material weaknesses [795]. - Luiz Nelson Guedes de Carvalho is recognized as an audit committee financial expert, meeting SEC and NYSE independence requirements [797].