|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 CI&T Inc. 20-F 12/31/23 158:33M IRIS Business Svcs/FA |
Document/Exhibit Description Pages Size
1: 20-F Annual or Annual-Transition Report by a Foreign HTML 7.76M
Non-Canadian Issuer
7: EX-2.1 Plan of Acquisition, Reorganization, Arrangement, HTML 85K
Liquidation or Succession
8: EX-8.1 Opinion of Counsel re: Tax Matters HTML 41K
11: EX-13.1 Annual or Quarterly Report to Security Holders HTML 44K
12: EX-23.1 Consent of Expert or Counsel HTML 38K
13: EX-97 Clawback Policy re: Recovery of Erroneously HTML 62K
Awarded Compensation
9: EX-12.1 Statement re: the Computation of Ratios HTML 48K
10: EX-12.2 Statement re: the Computation of Ratios HTML 53K
14: R1 Cover page HTML 116K
15: R2 Consolidated statements of financial position HTML 144K
16: R3 Consolidated statements of profit or loss HTML 99K
17: R4 Consolidated statements of other comprehensive HTML 61K
income
18: R5 Consolidated statements of changes in equity HTML 124K
19: R6 Consolidated statements of cash flows HTML 164K
20: R7 Operational context HTML 48K
21: R8 List of direct and indirect subsidiaries HTML 142K
22: R9 Basis of accounting HTML 45K
23: R10 Functional and presentation currency HTML 44K
24: R11 Use of judgments and estimates HTML 62K
25: R12 Changes in material accounting policies HTML 58K
26: R13 Basis of measurement HTML 44K
27: R14 Material accounting policies HTML 291K
28: R15 Business combination HTML 83K
29: R16 Cash and cash equivalents and financial HTML 56K
investments
30: R17 Trade receivables and contract assets HTML 96K
31: R18 Property, plant and equipment HTML 136K
32: R19 Intangible assets and goodwill HTML 210K
33: R20 Leases HTML 145K
34: R21 Loans and borrowings (Restated) HTML 433K
35: R22 Salaries and welfare charges HTML 51K
36: R23 Accounts payable for business acquired HTML 84K
37: R24 Provisions, judicial deposits and restricted cash HTML 100K
- escrow account and indemnity asset
38: R25 Employee benefits HTML 43K
39: R26 Share-based payment arrangements HTML 218K
40: R27 Equity HTML 82K
41: R28 Net revenue HTML 89K
42: R29 Expenses by nature HTML 143K
43: R30 Net finance costs HTML 73K
44: R31 Income tax and social contribution (Restated) HTML 318K
45: R32 Earnings per share (Restated) HTML 74K
46: R33 Financial instruments - Fair values and risk HTML 432K
management
47: R34 Related parties HTML 48K
48: R35 Operating segments HTML 67K
49: R36 Correction of errors HTML 185K
50: R37 Subsequent events HTML 43K
51: R38 Material accounting policies (Policies) HTML 318K
52: R39 List of direct and indirect subsidiaries (Tables) HTML 141K
53: R40 Material accounting policies (Tables) HTML 73K
54: R41 Business combination (Tables) HTML 83K
55: R42 Cash and cash equivalents and financial HTML 50K
investments (Tables)
56: R43 Trade receivables and contract assets (Tables) HTML 100K
57: R44 Property, plant and equipment (Tables) HTML 137K
58: R45 Intangible assets and goodwill (Tables) HTML 203K
59: R46 Leases (Tables) HTML 141K
60: R47 Loans and borrowings (Restated) (Tables) HTML 432K
61: R48 Salaries and welfare charges (Tables) HTML 50K
62: R49 Accounts payable for business acquired (Tables) HTML 83K
63: R50 Provisions, judicial deposits and restricted cash HTML 96K
- escrow account and indemnity asset (Tables)
64: R51 Share-based payment arrangements (Tables) HTML 204K
65: R52 Equity (Tables) HTML 57K
66: R53 Net revenue (Tables) HTML 92K
67: R54 Expenses by nature (Tables) HTML 143K
68: R55 Net finance costs (Tables) HTML 71K
69: R56 Income tax and social contribution (Restated) HTML 319K
(Tables)
70: R57 Earnings per share (Restated) (Tables) HTML 72K
71: R58 Financial instruments - Fair values and risk HTML 410K
management (Tables)
72: R59 Operating segments (Tables) HTML 61K
73: R60 Correction of errors (Tables) HTML 179K
74: R61 List of direct and indirect subsidiaries (Details) HTML 185K
75: R62 List of direct and indirect subsidiaries (Details HTML 51K
1 - Textuals)
76: R63 Material accounting policies (Details ) HTML 122K
77: R64 Material accounting policies (Details 1 ) HTML 66K
78: R65 Material accounting policies (Details 1 - HTML 51K
Textuals)
79: R66 Business combination (Details) HTML 102K
80: R67 Cash and cash equivalents and financial HTML 48K
investments (Details)
81: R68 Cash and cash equivalents and financial HTML 51K
investments (Details 1 - Textuals)
82: R69 Trade receivables and contract assets (Details) HTML 55K
83: R70 Trade receivables and contract assets (Details 1) HTML 62K
84: R71 Trade receivables and contract assets (Details 2) HTML 51K
85: R72 Trade receivables and contract assets (Details 3) HTML 54K
86: R73 Trade receivables and contract assets (Details 4) HTML 50K
87: R74 Trade receivables and contract assets (Details 4 - HTML 41K
Textuals)
88: R75 Other assets (Details) HTML 42K
89: R76 Property, plant and equipment (Details) HTML 50K
90: R77 Property, plant and equipment (Details 1) HTML 98K
91: R78 Intangible assets and goodwill (Details) HTML 61K
92: R79 Intangible assets and goodwill (Details 2) HTML 144K
93: R80 Intangible assets and goodwill (Details 3) HTML 52K
94: R81 Intangible assets and goodwill (Details 4 - HTML 41K
Textuals)
95: R82 Intangible assets and goodwill (Details 5 - HTML 56K
Textuals)
96: R83 Leases (Details) HTML 47K
97: R84 Leases (Details 1) HTML 84K
98: R85 Leases (Details 2) HTML 53K
99: R86 Leases (Details 3 - Textuals) HTML 42K
100: R87 Loans and borrowings (Restated) (Details) HTML 83K
101: R88 Loans and borrowings (Restated) (Details 1) HTML 53K
102: R89 Loans and borrowings (Restated) (Details 2) HTML 50K
103: R90 Loans and borrowings (Restated) (Details 3) HTML 184K
104: R91 Salaries and welfare charges (Details) HTML 50K
105: R92 Accounts payable for business acquired (Details) HTML 73K
106: R93 Accounts payable for business acquired (Details 1) HTML 44K
107: R94 Provisions, judicial deposits and restricted cash HTML 68K
- escrow account and indemnity asset (Details)
108: R95 Provisions, judicial deposits and restricted cash HTML 53K
- escrow account and indemnity asset (Details 1)
109: R96 Provisions, judicial deposits and restricted cash HTML 68K
- escrow account and indemnity asset (Details 1 -
Textual)
110: R97 Employee benefits (Details - Textuals) HTML 46K
111: R98 Share-based payment arrangements - Key terms and HTML 85K
conditions related to the grants (Details)
112: R99 Share-based payment arrangements - Measurement of HTML 122K
fair values (Details 1)
113: R100 Share-based payment arrangements - Reconciliation HTML 88K
of outstanding share options and RSUs (Details 2)
114: R101 Share-based payment arrangements (Details - HTML 79K
Textuals)
115: R102 Equity (Details) HTML 52K
116: R103 Equity (Details 2 - Textuals) HTML 166K
117: R104 Net revenue (Details) HTML 52K
118: R105 Net revenue (Details 1) HTML 57K
119: R106 Net revenue (Details 2) HTML 52K
120: R107 Net revenue (Details 3) HTML 48K
121: R108 Net Revenue (Details - Textuals) HTML 42K
122: R109 Expenses by nature (Details) HTML 115K
123: R110 Expenses by nature (Details 1) HTML 53K
124: R111 Expenses by nature (Details 2 - Textual) HTML 92K
125: R112 Net finance costs (Details) HTML 70K
126: R113 Income tax and social contribution (Restated) HTML 47K
(Details)
127: R114 Income tax and social contribution (Restated) HTML 72K
(Details 1)
128: R115 Income tax and social contribution (Restated) HTML 46K
(Details 2)
129: R116 Income tax and social contribution (Restated) HTML 143K
(Details 3)
130: R117 Income tax and social contribution (Restated) HTML 40K
(Details 4 - Textual)
131: R118 Earnings per share (Restated) (Details) HTML 60K
132: R119 Earnings per share (Restated) (Details 1) HTML 45K
133: R120 Financial instruments - Fair values and risk HTML 112K
management (Details)
134: R121 Financial instruments - Fair values and risk HTML 82K
management (Details 1)
135: R122 Financial instruments - Fair values and risk HTML 57K
management (Details 2)
136: R123 Financial instruments - Fair values and risk HTML 48K
management (Details 3)
137: R124 Financial instruments - Fair values and risk HTML 64K
management (Details 4)
138: R125 Financial instruments - Fair values and risk HTML 65K
management (Details 5)
139: R126 Financial instruments - Fair values and risk HTML 65K
management (Details 6)
140: R127 Financial instruments - Fair values and risk HTML 54K
management (Details 7)
141: R128 Financial instruments - Fair values and risk HTML 52K
management (Details 8)
142: R129 Financial instruments - Fair values and risk HTML 114K
management (Details 9)
143: R130 Financial instruments - Fair values and risk HTML 54K
management (Details 10)
144: R131 Financial instruments - Fair values and risk HTML 51K
management (Details 11 - Textuals 1)
145: R132 Related parties (Details - Textuals) HTML 50K
146: R133 Operating segments (Details 2) HTML 59K
147: R134 Correction of errors (Details) HTML 121K
148: R135 Correction of errors (Details 1) HTML 72K
149: R136 Correction of errors (Details 2) HTML 50K
150: R137 Correction of errors (Details 3) HTML 59K
151: R138 Correction of errors (Details 4) HTML 66K
152: R139 Correction of errors (Details 5) HTML 74K
153: R140 Subsequent events (Details - Textuals) HTML 45K
155: XML IDEA XML File -- Filing Summary XML 304K
158: XML XBRL Instance -- cint-20231231_htm XML 10.29M
154: EXCEL IDEA Workbook of Financial Report Info XLSX 350K
4: EX-101.CAL XBRL Calculations -- cint-20231231_cal XML 530K
2: EX-101.DEF XBRL Definitions -- cint-20231231_def XML 3.24M
5: EX-101.LAB XBRL Labels -- cint-20231231_lab XML 5.38M
3: EX-101.PRE XBRL Presentations -- cint-20231231_pre XML 3.84M
6: EX-101.SCH XBRL Schema -- cint-20231231 XSD 618K
156: JSON XBRL Instance as JSON Data -- MetaLinks 769± 1.17M
157: ZIP XBRL Zipped Folder -- 0001554855-24-000213-xbrl Zip 1.19M
| Page | (sequential) | (alphabetic) | ↑Top | ||
|---|---|---|---|---|---|
| 1 | 1st Page – Filing Submission | ||||
| " | 1. Objective | ||||
| " | 2. Applicability | ||||
| " | 3. Directives | ||||
| " | 4. Responsibilities and Violations | ||||
| " | 5. Document Control | ||||
Exhibit 97
Compensation Clawback Policy
Version 1.0
March, 2023
| 1. Objective | 2 |
| 2. Applicability | 2 |
| 3. Directives | 2 |
| 4. Responsibilities and Violations | 4 |
| 5. Document Control | 4 |
Pursuant to SEC Exchange Act Rule 10D-1 and Section 303A.14 of the NYSE Listed Company Manual (the “Clawback Rules”), this policy establishes directives for the recovery of incentive-based compensation that was erroneously awarded to executive officers.
All references to "CI&T" or “Company” refer to CI&T, Inc - Cayman, the Holding Company.
This Policy applies to incentive based compensation awarded to people holding the following positions (“Executive Officers”) of the Company:
● CEO,
● CFO,
● vice-presidents in charge of a principal business unit, division, or function,
● officers,
● board members.
Each Executive Officer shall repay or forfeit, to the fullest extent permitted by law and as directed by the Nominating and Human Resources Committee (“Nominating Committee”) of the Company, any compensation (that is granted, earned or vested based wholly or in part upon the attainment of a Financial Reporting Measure (such compensation, the “Awards”) received by this person during the three completed fiscal years immediately preceding the date that the Company is required to prepare an accounting restatement described below if:
| ● | the payment of the Awards was based on the attainment of a financial reporting measure, |
| ● | the Company is required to prepare an accounting restatement due to the material noncompliance of the issuer with any financial reporting requirement under the securities laws, and |
| ● |
the amount of such Award exceeds the amount of Awards that otherwise would have been received had the Award been calculated based on the accounting restatement, provided that for Awards based on stock price or total shareholder return where the amount cannot be recalculated directly from the information in an accounting restatement, the amount of compensation clawed back will be based on a reasonable estimate of the effect of the accounting restatement on the magnitude of the applicable Award. |
For purposes of this Policy, “Financial Reporting Measures” shall mean measures that are determined and presented in accordance with the accounting principles used in preparing the Company’s financial statements, and all other measures that are derived wholly or in part from such measures. Stock price and total shareholder return (and any measures that are derived wholly or in part from stock price or total shareholder return) shall for purposes of this Policy be considered Financial Reporting Measures. For the avoidance of doubt, a Financial Reporting Measure need not be presented in the Company’s financial statements or included in a filing with the SEC.
The Nominating Committee shall have full and final authority to make all determinations under this Policy, including without limitation whether the Policy applies and if so, the amount of the Awards to be repaid or forfeited by the Executive Officer. Repayment can be made by (i) requiring reimbursement of any erroneously awarded Awards; (ii) seeking recovery of any gain realized on the vesting, exercise, settlement, sale, transfer, or other disposition of any equity-based Awards; (iii) offsetting the erroneously awarded Awards from any compensation otherwise owed by the Company to the Executive Officers; (iv) canceling outstanding vested or unvested Awards; and (v) taking any other remedial and recovery action permitted by law, as determined by the Nominating Committee. All determinations and decisions made by the Nominating Committee pursuant to the provisions of this Policy shall be final, conclusive and binding on all persons, including the Company, its affiliates, its shareholders and employees.
Each award agreement or other document setting forth the terms and conditions of any Award granted to an Executive Officer shall be deemed to include the provisions of this Policy. The remedy specified in this policy shall not be exclusive and shall be in addition to every other right or remedy at law or in equity that may be available to the Company.
For the avoidance of doubt, except to the extent permitted to be waived pursuant to the Clawback Rules, in no event may the Company accept an amount that is less than the amount of erroneously awarded compensation in satisfaction of an Executive Officer’s obligations hereunder. For example, notwithstanding anything herein to the contrary, the Company shall not be required to pursue recoupment of Awards if the Nominating Committee determines in good faith that recovery would be Impracticable. For purposes of this Policy, “Impracticable” shall mean, in accordance with the good faith determination of the Nominating Committee that either (i) the direct expenses paid to a third party to assist in enforcing the Policy against an Executive Officer would exceed the amount to be recovered, after the Company has made a reasonable attempt to recover the applicable Award, documented such attempts and provided such documentation to NYSE; (ii) recovery would violate home country law where that law was adopted prior to November 28, 2022, provided that, before determining that it would be impracticable to recover any amount of any Award based on violation of home country law, the Company has obtained an opinion of home country counsel, acceptable to NYSE, that recovery would result in such a violation and a copy of the opinion is provided to NYSE; or (iii) recovery would likely cause an otherwise tax-qualified retirement plan, under which benefits are broadly available to employees of the Company, to fail to meet the requirements of 26 U.S.C. 401(a)(13) or 26 U.S.C. 411(a) and regulations thereunder.
This Policy shall apply for all Awards received by Executive Officers on or after October 2nd, 2023 (the “Effective Date”) that results from attainment of a financial reporting measure based on or derived from financial information for any fiscal period ending on or after the Effective Date.
Any breach of this Policy or any other directive, rule or company policy must be reported through our Ethics Portal (ethics.ciandt.com). Violations may result in a breach of contract with the executive officer in question. Also, companies that violate SEC regulations may face legal consequences in court such as sanctions and money penalties or be delisted from its exchange.
The Company shall not be permitted to indemnify any Executive Officer against (i) the loss of any Award that is repaid, returned or recovered pursuant to the terms of this Policy; or (ii) any claims relating to the Company’s enforcement of its rights under this Policy. Further, the Company will not enter into any agreement that exempts any Awards from the application of this Policy or that waives the Company’s right to recovery of any Awards and this Policy shall supersede any such agreement (whether entered into before, on or after the Effective Date).
Any such purported indemnification (whether oral or in writing) shall be null and void.
|
Date |
Description |
Author |
|
March/23 |
Policy creation - Compliance |
Flávia Cabral |
|
March/23 |
Policy review - Accounting and Legal |
Marina Domingues, Vanessa Martins, Claudia Cortez and Marcela Lindner |
|
May/23 |
Policy review |
Nominating and Human Resources Committee |
|
July/23 |
Policy approval |
Board Of Directors |
| 4 |
| This ‘20-F’ Filing | Date | Other Filings | ||
|---|---|---|---|---|
 | ||||
| Filed on: | 3/28/24 | None on these Dates | ||
| For Period end: | 12/31/23 | |||
| 11/28/22 | ||||
| List all Filings | ||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/28/24 CI&T Inc. 6-K 3/28/24 1:594K IRIS Business Svcs/FA |
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 11/01/21 CI&T Inc. F-1/A 10:10M Toppan Merrill/FA |