The Board of Directors is the deliberative body responsible for the general guidance of Via Varejo‘s business, including its long-term strategy. The board has other attributions, including the election of the Company’s officers and oversight of the respective management. At all meetings of the Board of Directors, decisions are made by a majority vote of the members present.
Meetings of the Board of Directors are held at minimum on a bimonthly basis, or whenever necessary by means of a call notice sent by the Chairman of the Board of Directors.
The Company‘s Bylaws provides that the Board of Directors shall be composed of at least five (5) and at most nine (9) members, elected to a unified term of office of two (2) years, re-election being permitted.
|Board Members||Title||Election Date||End of Term|
|Raphael Oscar Klein||CEO||04.06.2020||April 2022|
|Marcel Cecchi Vieira||Chairman of the Board of Directors||04.06.2020||April 2022|
|Alberto Ribeiro Guth||Independent Board Member||04.06.2020||April 2022|
|Renato Carvalho do Nascimento||Independent Board Member||04.06.2020||April 2022|
|Rogério Paulo Calderón Peres||Independent Board Member||04.06.2020||April 2022|
Raphael Oscar Klein is the chairman of our board of directors and President of the Company’s Human Resources and Compensation Committee . He is the grandson of Samuel Klein, a Polish immigrant and founder of the largest retail chain in Brazil, Casas Bahia. With a degree in business administration, Mr. Klein, alongside his father, Michael Klein, led the association of Casas Bahia with Ponto Frio, creating our Company, of which he was chief executive officer until November 2012. He was a member of our board of directors between 2013 and 2014. He was the vice-chairman of the board of directors of Nova Pontocom Comércio Eletrônico S.A. (our subsidiary) from August 2010 to 2013. In 2014, he participated in the Private Wealth Management Program at the Family Business and Office School in Miami, Florida. In 2017, Mr. Klein founded the investment fund, Kviv Ventures, which has as one of its missions, to positively impact society, bringing opportunities for strengthening and growth. He obtained his bachelor’s degree from the Owner / President Management Program of Harvard Business School in 2017. Since 2020, Raphael has been a member of the Advisory Board of Igah Ventures and EB Capital.
Marcel Cecchi Vieira has been Chief Financial Officer of the CB Group since 2014, a member of Via Varejo’s Audit Committee, and of the Fiscal Council of Terra Santa Agro. He is also a professor of executive education at Insper. From 2014 to 2018 was a member of the Fiscal Council of Via Varejo. Previously, between 2011 and 2018, he was a partner at Laplace Finanças, an asset manager and a financial advisory firm. In part of this period, he was Chief Financial Officer of Usinas Itamarati. From 2009 to 2011 he was Director of Andrade Gutierrez Telecomunicações, responsible for overseeing the group’s investments in new businesses, including Oi S.A. and Contax S.A., having been on the Board of Directors of the two companies. He was a partner at Angra Partners, a financial advisory and equity management company from 2004 to 2009, during that time he was on the Rio de Janeiro Metro Board of Directors and the Fiscal Council of Brasil Telecom Participações. Previously, he was a consultant and manager of Accenture do Brasil. Graduated in Mechanical Engineering from the School of Engineering of São Carlos, USP. He holds an MBA from the Tuck School of Business at Dartmouth, where he graduated as Edward Tuck Scholar for academic achievement.
Mr. Alberto R. Guth is an independent member of the Company’s Board of Directors. He is a founding partner of Angra Partners Gestão de Recursos e Assessoria Financeira, a company formed in 2003 and focused on private equity, financial restructuring and M&A. He graduated in engineering from Instituto Militar de Engenharia-IME and holds an MBA from Wharton Business School. Between 1993 and 2003 he was managing partner of Investidor Profissional, currently IP Capital Partners. Previously, he was an executive in the areas of strategic planning, finance and marketing at Esso Brasil for 9 years. Mr. Alberto has 30 years of professional experience, having served as a board member in companies such as Vale, Celesc, Rio de Janeiro Metrô, Telemig, Editora Saraiva and Elevadores Atlas.
Renato Carvalho do Nascimento is a founding partner of LaPlace Finanças, financial advisory company and investment funds management. He worked at Lehman Brothers in New York in the investment banking area, and as a consultant at Accenture and Monitor. He was a member of the boards of Telemig, Metro of Rio de Janeiro and Tropical, and chairman of the board of Maeda. Renato is currently chairman of the board of TMA in Brazil. Renato was a finance professor at the MBA course of Insper, in São Paulo. He has a degree in mechatronics engineering from the Escola Politécnica, USP, and holds an MBA from the Tuck School of Business at Dartmouth.
Rogério Paulo Calderón Peres holds a degree in business administration from Fundação Getúlio Vargas – FGV and accounting sciences from Faculdade Paulo Eiró – FAPEI. He has postgraduate degrees in strategy, finance and corporate governance from Western Ontario, Princeton and Harvard. He is currently a member of the Board of Directors of Alupar S.A. and Qualicorp Consultoria e Brokerage de Seguros S.A., as well as the Audit Committees of Itaú Unibanco Holding S.A. and B3 S.A. – Brasil, Bolsa e Balcão. His previous professional career includes the positions of HSBC Bank Latin American CFO (and member of the HSBC Finance World Board); Director of Corporate Control, Investor Relations and CFO of Itaú Unibanco S.A’s international operations; Chief Financial and Investor Relations Officer of Unibanco S.A .; Vice President of Administration and Finance of Bunge Fertilizantes S.A .; and a PwC audit and consulting professional, with 10 years as a partner. Academic participation as professor and departmental advisor (CFC – Accounting, Finance and Control) at the São Paulo State School of Administration of Fundação Getúlio Vargas – EAESP / FGV.
Via Varejo’s Executive Officers are the company’s legal representatives, mainly responsible for the management and implementation of the policies and general guidelines established by Shareholders’ Meetings and by the Board of Directors. In accordance with Brazilian Corporate Law, each Board member of Via Varejo must reside in the country, and may or may not be a shareholder. In addition, up to one third of the Board of Directors’ members may be elected to executive positions, as well as the position of Chairman of the Board of Directors and the Chief Executive Officer must not be accumulated by any person.
In compliance with Via Varejo’s Bylaws, the Board is currently composed by:
|Officers||Position||Election Date||End of Term|
|Sérgio Augusto França Leme||Administrative Vice President||05.21.2021||05.21.2023|
|Abel Ornelas Vieira||Vice President of Sales and Operations||05.21.2021||05.21.2023|
|Orivaldo Padilha||Vice President of Finance and Investor Relations Officer||05.21.2021||05.21.2023|
|Helisson Brigido Andrade Lemos||Vice President of Innovation and Marketplace Officer||05.21.2021||05.21.2023|
Roberto Fulcherberguer, currently the CEO, who took office on June 26, 2019, was the Commercial Vice President of the Company until 2013. He held the position of Executive Vice President of Casa Bahia Comercial Ltda. for 7 years, as Director of Purchasing at Lojas Arapuã S.A. for 11 years and as Category Manager at Companhia Brasileira de Distribuição for 6 years, working in the retail, marketing, operations and logistics areas. He holds a bachelor‘s degree in Business Administration from Universidade Paulista, a post-graduate degree in Marketing from Fundação Armando Álvares Penteado (FAAP) and an MBA in Retail from FEA-USP.
Sérgio Augusto França Leme, currently Administrative Vice President of the Company, is a leader with more than 25 years of multifunctional experience, being the Managing Director of Patria Investimentos his last experience where he was responsible for the area of Value Creation for all sectors and companies of private equity. Previously, he was the CEO of Whirlpool Mexico for four years, having been recognized in Mexico by Great Place to Work as “Most Trusted CEO” of the country. He was in Brazil with Whirlpool for another 10 years, including S & OP, logistics, sales, marketing and new business. He was also a senior consultant at Bain & Co. in the São Paulo office. His career began at Alcoa Alumínio, where he worked for five years in Brazil and two in the USA in the purchasing area. Sérgio has a diverse cultural experience, having lived, worked and studied in the USA, Mexico, UK and Brazil. He is an economist at FEA-USP and has a full-time MBA from the London Business School (LBS).
Abel Ornelas, currently the Company‘s Vice President of Sales and Operations, has also worked for Via Varejo as Executive Vice President of Store Operations between 2010 and 2013. Abel has 34 years of retail experience in the Commercial, Store Operations, Supply – Chain, Marketing, Strategic Planning and E-commerce, passing through companies like GPA, Pernambucanas, Magazine Luiza and Walmart. He holds a bachelor‘s degree in economics from Faculdades Metropolitanas Unidas (FMU), an MBA in Marketing from the School of Advertising and Marketing (ESPM) and a MBA in Retail from Fundação Instituto de Administração (FIA).
Orivaldo Padilha, he has worked for almost 40 years in Retail (Via Varejo, St Marche, Pão de Açúcar, Sendas, Wal * Mart and Carrefour), industry in which he developed his career in Operations, Commercial and Marketing and, especially, in Finance. He was store manager, commercial director, General Director, COO and CFO & RI. He was also an auditor at KPMG and tax planning at ITAUSA. Today CFO & RI at VIA VAREJO, he was selected as one of the three best CFO in Latin America in the Executive Team Midcap ranking, in the Retailing category, of Institutional Investor – a North American publication of strong reputation and relevance in our market. Graduated in Business Administration, he has a specialization in Tax Law. He was Professor of Accounting and Financial Administration. He has a degree as a Board Member by IBGC.
Helisson Brigido Andrade Lemos took office as Vice President of Digital Innovation and Human Resources of the Company on July 23, 2019. He has worked in different areas on Mercado Livre for 17 years, being the last 7 years as President of the Company. In 2017, he took over as COO at Móvile, a technology company that invests and operates applications such as iFood, MovilePay, Sympla, PlayKids, among other companies. He holds a degree from FGV, an MBA in Marketing from ESPM and an Executive MBA from Stanford University.
Ilca Edita Sierra, Working at the Company for almost two years, Mrs. Sierra was recently promoted to the position of Via’s Chief Experience Marketing Officer (CXMO). In her new position, besides marketing and branding, she will add CX initiatives through an integrated vision that understands customer experience as the brand’s key preference driver. With 20+ years of experience at retail sector, Ilca worked 10 years at Magazine Luiza as multichannel marketing officer. Ilca also worked at GPA and Pernambucanas. At Via, Ilca Sierra won the Caboré 2020 Award, one of Brazil’s main awards in the communication, marketing and media sector, promoted by Meio & Mensagem.
André Luiz Calabro holds the position of Via’s Executive Officer of Financial Solutions Platform, which encompasses the areas of credit, co-branded cards, means of payment and banQi, our digital account. Mr. Calabro worked as head of credit, collection, anti-fraud in various financial Institutions, the last nine years at Recovery Gestão de Ativos (Grupo Itaú) and Banco Pan (BTG Pactual) as statutory officer. Mr. Calabro holds a degree in systems analysis, with an MBA in risk management from FGV.
Edson Tavares holds a degree in business management from UniRV, with 20 years of experience in technology management. Mr. Tavares served as CTO at Grupo Maquina de Vendas, Infracommerce, he is CEO/founding partner of i9xp Tecnologia, a company specialized in platform development and e-commerce solutions for large sized companies, acquired by Via Varejo in November 2020, currently Mr. Tavares holds the office of CTO at Via Varejo.
Rosi Balabram with 25-year experience, she has a consolidated career in People Management as C-Level in various sectors, such as pharmaceutical, consumer goods, retail and ecosystems. Rosi worked for Coca Cola and Grupo Sanofi, wherein she held Latin America and Brazil regional positions, heading all business divisions in Brazil. Currently, as CPO – Chief People Officer – Rosi heads the People & Performance area, focused on Via’s cultural transformation, relationship platform and Brazilians’ consumption. Rosi holds a degree in business administration with an MBA in business management from FGV and Dom Cabral Foundation.
Helio Muniz, holds a degree in journalism from the Federal University of Rio de Janeiro, with an MBA in Marketing from the University of São Paulo and specialization in crisis management from IATA. Mr. Muniz was journalist, editor, and product manager of Globo and Jornal do Brasil. Mr. Muniz is a communication, institutional relations and sustainability professional, having worked at Globo TV, as officer at GOL Linhas Aéreas, McDonald’s and Avon. Currently, Mr. Muniz is Via’s Chief Communications/ESG officer, liable for the reputational strategy of consumption and relationship platform of all Brazilians, and chief executive officer of Casas Bahia Foundation, Via’s social arm.
Luiz Rossato, Chief Strategy Officer & General Counsel, is a member of C-Level, heading the Company’s Strategy, M&A & Legal areas. Mr. Rossato, during 12 years worked for RHI Magnesita, he was the head of Strategy, M&A, Legal, Communication & Institutional Relations areas, and Business Unit head, playing a key role in Magnesita’s transformational journey to become a global leading company listed in London. His last office was as Executive Vice-President at RHI Magnesita, head of the Global Corporate Development at the company’s headquarters in Viena. After 12 years at RHI Magnesita, and before joining Via, in 2020 Mr. Rossato worked for Pátria Investimentos as Chief Transformation Officer. Luiz completed Advanced Management Programs both at Harvard Business School (2021) and Wharton School of the University of Pensilvania (2013), he also holds a degree in Law from Mackenzie University (2003). In 2012, Mr. Rossato was recognized as General Counsel of the Year Award – Latin America, by ACC & ILO organizations.
Pursuant to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from Management and external auditors. The Fiscal Council may operate on a permanent and non-permanent basis, in this case, it will operate during a specific fiscal year, when instated upon request of shareholders, representing, at least, 2% of the voting shares and each period of its operations will expire at the first Annual Shareholders‘ Meeting after its instatement.
The Fiscal Council‘s main responsibilities consist of overseeing the Management‘s activities, reviewing the Company‘s financial statements and reporting its conclusions to shareholders. The Brazilian Corporation Law requires that members of the Fiscal Council shall receive compensation, of at least, 10% of the average amount annually paid to the Company‘s executive officers. The Brazilian Corporation Law also requires that the Fiscal Council is composed of, at least, three members, and at most, five members and their respective deputies.
Via Varejo‘s Bylaws provide for a non-permanent Fiscal Council, composed of three sitting members and equal number of alternate members, elected at the Shareholders‘ Meeting.
|Audit Council Members||Position||Election Date||End of Term|
|André Coji||Sitting Member||04.27.2021||APRIL 2022|
|Magali Rogéria de Moura Leite||Sitting Member||04.27.2021||APRIL 2022|
|Olavo Fortes Campos Rodrigues Junior||Sitting Member||04.27.2021||APRIL 2022|
|Fábio Antônio Pereira||Alternate Member||04.27.2021||APRIL 2022|
|Jorge Roberto Manoel||Alternate Member||04.27.2021||APRIL 2022|
|Rafael Xavier Vianello||Alternate Member||04.27.2021||APRIL 2022|
André Coji is a member of our Fiscal Council. He holds a degree in Business Administration from FGV-SP and in Law from Faculdade de Direito São Francisco, with certification by IBGC. Multi-family office manager with extensive professional relationship network. More than twenty years of experience in financial administration and controllership, acting as director in Private Banking and Family Property Management (Family Office). Ten years in the position of CFO of Tecnisa S.A, where he held the functions of treasury, controlling, financial planning and conducting the IPO. Since January 2019, he has held the position of director of the Israeli Federation. He served as a member of the Board of Directors of Via Varejo until April 2020, subsequently elected to occupy the position of Member of the Company’s Fiscal Council. Currently, he also holds the position of Member of the Fiscal Council of CSN, Alternate Member of the Fiscal Council of B3, Member of the Board of Directors and of the Independent Committee of Related Parties of SMILES.
Magali Rogéria de Moura Leite is an effective member of the Company’s Fiscal Council, Ms. Magali has a degree in Letters, with a post-graduate degree in Economic Analysis from the Federal University of Rio de Janeiro – UFRJ (1999) and an MBA in Business Management by IBMEC (2012). Ms. Magali is a board member certified by IBGC (2015), having also attended the “Executive Program Strategy & Organization” at Stanford (USA) (2015) and the Mentoring Program for Counselors (IFC / WCD / IBGC) (2018). Among other functions, Ms. Magali served as Finance Business Partner for the holding company of Organizações Globo (a company in the communications sector) from 1997 to 2001; Finance and Operations Director and Controller at Elsevier (publishing company) between 2002 and 2007; Financial Director of SantaCruz Distribuidora de Medicamentos (a company in the medication sector) between 2008 and 2012; Executive Director of Purchasing and Logistics and alternate member of the Board of Directors of Claro (company in the telecommunications sector) between 2012 and 2013; Global Finance Director at Contax (current LIQ) (business process outsourcing company) between 2013 and 2015 and Vice President of Finance and Administration at Grupo Bandeirantes de Comunicação (company in the communications sector) between 2017 and 2019. Currently, Ms. Magali is Executive Director of Finance at Associação Beneficência Portuguesa de São Paulo (association active in the health sector) since 2019; member of the independent Board of Directors of Furnas Centrais Elétricas (a company in the energy sector) since November 2018; member of the Board of Directors of the Brazilian Institute of Finance Executives – IBEF (executive and business representative entity) since March 2019; and alternate fiscal advisor to the MAM – Museu de Arte Moderna since August 2020.
Olavo Fortes Campos Rodrigues Junior is a member of our fiscal council. He began his career at Arthur Andersen becoming an audit and consulting Manager in 1989. Mr. Rodrigues Junior has professional experience in the management of service, industry and retail companies, in national and multinational companies, in Brazil and abroad. He acted as National Manager at Carrefour, an executive director at Pepsi-Cola Engarrafadora and the General Manager of the retail division at Alcoa Brasil and chief executive officer at Alcoa Argentina, one of the largest aluminum producers in the world, the chief executive officer of the Siciliano Group, a network of bookstores, publishers and e-commerce, and the chief executive officer of Grupo Papaiz, whose main activity is the manufacture of padlocks, locks and components for door and window frames. In recent years, Mr. Rodrigues Junior has been engaged in corporate governance activities and consultancy in governance (training and formation of boards of directors) and business management in family businesses in various segments. He has been a member of IBGC since 2006 and has solid experience in corporate governance, having participated or participates as a director to the following companies: Duke Energy S.A., Gafisa S.A., Tenda S.A., among others. Mr. Rodrigues Junior obtained his degree in business administration from Universidade Mackenzie in São Paulo.
Fábio Pereira is an alternate member of our fiscal council . He is CFO of Armco do Brasil S.A. He is also a member of the Fiscal Council of Multiner S.A. and Mesa Participações S.A., companies in the energy sector. He started his career at Arthur Andersen, where he remained from 1989 to 2003, having subsequently worked at Deloitte. Later, he was Director of Controllership, Tax and Internal Controls at several companies, such as Grupo SBF (Lojas Centauro), Gafisa, Gol and Cosern (Grupo Neoenergia). He was CFO of ID&T and the Fast Solutions Group. He has a degree in Business Administration from Faculdades Metropolitanas Unidas (FMU) and in Accounting Sciences from Universidade Paulista (UNIP), and an MBA in Business Management from FGV-RJ.
Jorge Roberto Manoel is an alternate member of our fiscal council. He is a tenured member of the Paulista Accounting Academy and his main professional experiences during the last five years include: member of the board of directors of Caixa Econômica Federal in 2019; member of the independent investigation commission of BRF S.A. in 2019, partner of the national and international executive leadership of PwC (2016). Mr. Manoel obtained his degree in accounting from the Pontifical Catholic University, or PUC, in Campinas, São Paulo, degree in administration from IMES, MBA in finance and controllership from the Federal University of Minas Gerais and master’s degree in corporate covernance from Laureate/FMU.
Rafael Xavier Vianello is an alternate member of our fiscal council. Graduated in law from Universidade Paulista (2000), LLM in Corporate Law from Instituto de Ensino e Pesquisa – Insper, São Paulo, in 2008. He worked as Global Tax Director for the Americas at AB-Inbev, Belgium, 2018-2020, and was a Tax Partner at PwC, New York, 2013–2016. He is currently a leading partner in the tax area at Pinheiro Guimarães Advogados.
Currently, the Company has 4 Committees in operation, namely: (i) Audit, Risk and Compliance Committee; (ii) People and Governance Committee; (iii) Finance Committee; (iv) Disclosure and Trading Committee.
Each Committee is composed of at least 3 (three), who are appointed by the Board of Directors for a term of two (2) years, and re-election is permitted. The Board of Directors will elect a President or Coordinator, who will be responsible for representing, organizing and coordinating the activities of the respective Committees. All the rules defined above, as well as the attributions referred to below, are expressed in the internal rules of each Committee. The internal regulations of the Human Resources and Compensation, Financial,Expansion and Audit Committees are filed on the Investor Relations website, in the Corporate Governance section, and in the IPE, as annexes to the minutes of the Board of Directors‘ meeting held on October 24, 2018, which approved the amendments to these regiments.
(i) Audit, Risk and Compliance Committee:
The Audit Committee has the following main duties, among others: a) issuing an opinion on the engagement or dismissal of independent outside auditors; b) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; c) overseeing the activities of the company’s internal auditing and internal control departments; d) appraising and monitoring the company´s risk exposures; e) appraising and monitoring the company´s internal polices, including its policy on related-party transactions, and recommending corrections or enhancements; f) evaluate and monitor the means to receive and treat information on non-compliance with legal and regulatory provisions to the Company, including applicable regulations and internal regulations, provision for specific procedures to protect whistleblowers and assure the confidentiality of such information; g) issuing a summarized anual report, to be presented along with with the Company’s financial statements, containing, at least, information about meetings held and the main subjects discussed, and highlighting the recommendations made by the committee to the company’s board of directors; and h) issue an opinion on any other matters submitted by the Board of Directors, as well as on those that it considers relevant.
|Members of the Audit, Risk and Compliance Committee||Position||Election Date||End of Term|
|Marcel Cecchi Vieira||Coordinator||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Rogério Paulo Calderón Peres||Comittee Member||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Luiz Carlos Nannini||Comittee Member||07.07.2020||First BDM after 2022 General Ordinary Meeting|
(ii) People and Governance Committee:
The Human Resources and Remuneration Committee has the following main attributions, among others: (a) to suggest amendments to the Rules of Procedure, submitting them to the Board of Directors‘ resolution; (b) discuss and propose the Company‘s organizational structure model, to be submitted to the Board of Directors for consideration; (c) to evaluate and propose to the Board of Directors personnel management and development policies as well as the guidelines for attracting and retaining talent; (d) identify, in the Company and its subsidiaries, potential future leaders and monitor the development of their respective careers; (e) examine and discuss the recruitment and contracting methods adopted by the Company and its subsidiaries, using similar Brazilian companies as a parameter; (f) to examine the candidates to be elected to the Company‘s Board of Directors and to the Special Committees, including external members, based on professional experience, technical training, as well as economic, social and cultural representation; (g) to examine and recommend to the Board of Directors the candidates selected for the position of Chief Executive Officer of the Company, as well as the candidates selected by the Chief Executive Officer for the Company‘s Board of Executive Officers; (h) to examine and discuss the remuneration policy of the members of management, proposing to the Board of Directors the criteria for remuneration, benefits and other programs, including the stock option program for the Company‘s Officers; (i) to discuss and propose criteria for evaluating the performance of the Company‘s Officers, using similar Brazilian companies as a parameter, submitting them to the approval of the Company‘s Board of Directors; and (j) other duties that may be designated by the Board of Directors.
|Members of the People and Governance Committee||Position||Election Date||End of Term|
|Raphael Oscar Klein||Chairman||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Roberto Fulcherberguer||Comittee Member||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Patricia Gracindo Marques de Assis Bentes||Comittee Member||12.08.2020||First BDM after 2022 General Ordinary Meeting|
(iii) Finance Committee:
The Financial Committee has the following main duties, among others: (a) to suggest amendments to the Rules of Procedure, submitting them to the Board of Directors‘ resolution; (b) to recommend and monitor the adoption of the best economic and financial standards and the process of implementation and maintenance of such standards in the Company, proposing changes, updates and improvements to the Board of Directors; (c) review and revise the Company‘s budget, as well as monitor and monitor its implementation and execution; (d) analyze and review the economic and financial feasibility of the Company‘s investment plans and programs, as well as monitor and monitor their implementation and realization; (e) to review, review and recommend measures and actions for the negotiations of any merger, merger and acquisition or any similar transaction involving the Company or any of its subsidiaries; (f) to monitor any operations and negotiations mentioned in item (e) above; (g) analyze and review the Company‘s economic-financial ratios, cash flow and indebtedness policy, in order to suggest changes and new approaches whenever it deems necessary; (h) monitor and monitor the average cost of the Company‘s capital structure and suggest modifications, whenever deemed necessary, as well as evaluate and discuss alternatives for raising new funds for the Company; (i) analyze and recommend opportunities related to financing operations that may improve the Company‘s capital structure, as well as analyze and discuss working capital needs and its impacts on the Company‘s capital structure; (j) follow the procedures and processes for obtaining SOX certification from the controlling shareholder and the like; (k) to give an opinion on the hiring and dismissal of external audit firms for any type of service, as well as to analyze and discuss the reports and opinions of the external auditors; (l) to assist the Company‘s Board of Directors and Board of Executive Officers in analyzing the Brazilian and world economic situation and its potential reflections on the Company‘s financial position, as well as in the preparation of scenarios and trends, in the assessment of opportunities and risks, and in the definition of strategies to be adopted by the Company with respect to its financial policy; (m) follow the trading standards of the Company‘s securities, as well as the opinions of the main investment analysts, proposing measures that contribute to the maintenance of a healthy and liquid secondary market; and (n) other duties that may be designated by the Board of Directors.
|Members of the Finance Committee||Position||Election Date||End of Term|
|Renato Carvalho do Nascimento||Chairman||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Rogério Paulo Calderón Peres||Comittee Member||07.07.2020||First BDM after 2022 General Ordinary Meeting|
|Alberto Ribeiro Guth||Comittee Member||07.07.2020||First BDM after 2022 General Ordinary Meeting|
(iv) Disclosure and Negotiation Committee:
The Disclosure and Trading Committee has the following main duties, among others: (i) annually review the list of people who have adhered to the Company‘s Trading Policy and are bound to observe the rules described therein, with the objective of maintaining it updated and guarantee the adhesion of all persons who, in the Company‘s interest, should be subject to their compliance and compliance, in addition to those already obligated by CVM Instruction 358; (ii) to assist the Company‘s Board of Directors in reviewing the new Individual Investment Plans of Obligated Persons, with the purpose of safeguarding and guaranteeing compliance with the objectives of the Trading Policy; and (iii) assist the Investor Relations Director in matters submitted by the Committee to the Committee within the scope of the Trading Policy.
|Members of the Disclosure and Negotiation Committee||Position||Election Date||End of Term|
|Roberto Fulcherberguer||Comittee Member||06.26.2019||06.26.2021|
|Orivaldo Padilha||Comittee Member||06.26.2019||06.26.2021|
|Hélio Muniz Garcia||Comittee Member||07.08.2019||Indefinite period|
(v) Ethics and Discipline Committee:
The Ethics Committee has the following main duties, among others: (a) periodically report its activities to the Audit, Risks and Compliance Committee, for guidance regarding the processes and activities carried out at the various levels of the Company; (b) recommend the improvement of policies, practices and procedures that it deems necessary; (c) opine on the matters submitted to it by the Audit, Risks and Compliance Committee, by the Statutory Board, by the other internal bodies of the Company and / or by the Board / Management of the areas, as well as on those that it has knowledge and considers relevant within the scope of its competence; (d) verify compliance with its recommendations, including with regard to work planning; (e) Encourage and ensure the commitment of the Company’s top management in actions to support the Compliance Program; (f) to ensure compliance with the Company’s Code of Conduct and other policies and procedures of the Compliance Program; (g) suggest and support the implementation of measures necessary for the dissemination and reinforcement of a culture of ethics and integrity in the Company; (h) to supervise the planning, development and application of periodic training on the Compliance Program; (i) guide the work of the Compliance Department, seeking alternatives and facilitating its performance; (j) guarantee the confidentiality of the reports received and the confidentiality of those who provide the reports and information; (l) analyze the reports of internal investigations of misconduct involving the Company, decide on the facts and information found and decide on the appropriate disciplinary measures to be implemented; (m) support in the regulation of means of receiving complaints, including anonymous, internal and external to the Company, in matters related to the scope of its activities, as established in its own internal rule; (n) formally reporting to the Management any suspicions of: (i) non-compliance with legal, regulatory and internal rules that put the Company’s activities, business, reputation and operating results at risk; (ii) fraud committed by Company employees or third parties in relation to the Company’s assets or activities; (o) to resolve doubts and resolve on omitted cases regarding the interpretation of internal rules and the Company’s Code of Ethical Conduct; and (p) recommend to the Risk Management, Internal Controls and Compliance department the elaboration or update of the Company’s internal policies and standards and the Code of Ethical Conduct.
|Ethics and Discipline Committee||Position||Election Date||End of Term|
|Roberto Fulcherberguer||Comittee Member||06.26.2019||06.26.2021|
|Abel Ornelas Vieira||Comittee Member||06.26.2019||06.26.2021|
|Sérgio Augusto França Leme||Comittee Member||06.26.2019||06.26.2021|
|Orivaldo Padilha||Comittee Member||06.26.2019||06.26.2021|