Board of Directors, Executive Board and Committees

The Company’s management structure is composed by (i) the Board of Directors, (ii) the Executive Board, (iii) the Fiscal Council, (iv) the Statutory Audit Committee and (v) the Ethics Committee.

Board of Directors
Member Position Date of investiture End of term
Alfredo Cotait Neto Chair 04/26/2021 04/26/2023
Alfredo Cotait Neto graduated in Civil Engineering from the Mackenzie School of Engineering in 1970 and obtained a graduate degree in Business Administration in the industrial production and operations area from the São Paulo School of Business Administration of the Getúlio Vargas Foundation in 1977 and a master’s degree in Economics from the same institution in 1988.
He has been a Managing Partner at Engenharia e Construções Engetécnica LTDA since 1979 and a member of the Company’s Board of Directors since 2011. He has also been the President of the São Paulo Trade Association (ACSP) (2019 – 2021), having held the position of Vice President in the ACSP in 2001-2003, 2003-2005, 2005-2007, 2007-2009, 2009-2011, 2011-2013, 2013-2015 and 2017-2019.
He has been the President of the Federation of São Paulo State Trade Associations (2019-2021) and the Brazil – Lebanon Chamber of Commerce (2019-2021) and the Brazil Lebanon Cultural Center since 2012.
Previously, he held the positions of Engineer and Works Director at Gto Grupo Técnico de Obras S.A. from 1972 to 1978, Construction Engineer at the Atomic Energy Institute (Instituto de Energia Atômica) from 1971 to 1972, Controller at Checkinvest DTVM LTDA. from 1987 to 2001, Managing Partner at Acréscimo DVTM LTDA. from 1982 to 1985 and Managing Partner at Check Participações LTDA from 1987 to 2014. He held an interest in Check Fomento Comercial Ltda. until 2010 and Autorent Locação de Bens S/C LTDA. until 2005. He was also the CEO of Acréscimo Participações S.A. from 1983 to 1985, Director of Sol Pamplona Hotel of Imagem Administração Hotelaria e Comercial LTDA from 1993 to 1996 and the Engineer in charge of the property of Hospital Nove de Julho S.A. from 1977 to 2004.
He was a Managing Partner at Portfolio Engenharia e Empreendimentos Imobiliários LTDA., Vale Azul Empreendimentos Imobiliários e Participações LTDA., Porto Azul Empreendimento Imobiliários e Participações LTDA. and Incorp. Empreendimentos Imobiliários e Participações LTDA.
In the government sector, he held the positions of Municipal International Relations Secretary from January 22, 2007 to October 31, 2010 and from February 1, 2011 to December 31, 2012; São Paulo Municipal Planning Secretary from October 30, 1998 to March 15, 1999; Chair of the Urban Legislation Normative Board (Comissão Normativa de Legislação Urbanística – CNLU) from February 28, 1998 to March 15, 1999; São Paulo Municipal Planning Deputy Secretary from February 15, 1998 to October 30, 1998; Chair of the São Paulo Municipal Employment Committee from March 30, 1998 to March 15, 1999.
He was Romeu Tuma’s first alternate Senator, elected in São Paulo in 2002 with 7,281,876 votes (Liberal Front Party – Partido Frente Liberal). He received his diploma from the Regional Electoral Court on December 19, 2002. In 2018, we was elected Mara Gabrilli’s first alternate Senator. He was also one of the founders of the Social Democratic Party (PSD – Partido Social Democrático), a member of the National Executive, President of the Municipal Directory (SP), President of the State Directory (SP), acting President of the National Directory, a member of the State Directory of the Liberal Front Party, Vice President of the Municipal Directory of the Democrats Party, affiliated to the Liberal Party and a member of the State Executive.
Jean-Claude Ramirez Jonas Independent Director and Member of the Statutory Audit Committee 04/26/2021 04/26/2023
Jean-Claude has a bachelor’s degree in Mechanical Engineering from Brown University, where he also pursued a M.Sc. in Solid Mechanics and Applied Mathematics, and a Ph.D. in Solid Mechanics. Between 1989 and 1995, he was a senior developer at Hibbit, Karlsson & Sorensen, Inc. (now called Dassault Systèmes Simulia Corp), a company providing computer-aided engineering. In 1997, he worked at Value Partners as a consultant. Since 1997, he has been working at Bain & Company, one of the world’s largest consultancies. He held the following positions at Bain & Company: manager (1997-2001); member of the global compensation and promotion committee (2010-2015); partner and officer (2001-2019); head of South America (2015-2019); and consulting partner (starting early this year). Jean-Claude Ramirez is an independent member of the Board of Directors, under the requirements provided for in the Novo Mercado Listing Segment Regulation. He declares that over the last five years he: (i) has not been charged with any criminal conviction, any conviction in a CVM administrative proceeding or any final and unappealable conviction in the judicial or administrative sphere that has suspended or disqualified him from engaging in any professional or commercial activity; and (ii) is not a politically exposed person, pursuant to CVM Instruction 301/99.
Luiz Francisco Novelli Viana Director, Member of the HR and Compensation Committee 04/26/2021 04/26/2023
Luiz Francisco Novelli Viana went to school at Colégio Santa Cruz (1960 – 1966) and graduated in Medicine from the University of São Paulo (1967 – 1969), in addition to having completed the following programs: Bachelor of Business Administration – BBA in Finance from the Getúlio Vargas Foundation (1970 – 1973), MBA, Finance and General Management from Harvard Business School (1974 – 1976).
He is currently a member of the Board of Directors of Boa Vista Serviços S.A. and the Chair of the Executive Committee of Boa Vista Serviços S.A. He has also been a member of the Board of Directors and an investor of Boa Vista Serviços S.A. since October 2010.
He has also been a member of the Board of Directors and an investor of Biomm (Biomm 3) since February 2014; the Chair of the Board of Directors and Owner of VistaCorp Empreendimentos Inobiliários S.A. since January 2014; the CEO and Founder of TMG Capital since October 1997; and the Principal and Founding Owner of MVA Participações S.A. since August 1987.
He has invested in Neurotech since March 2013, Icomm Group since 2017 and Bacio di Latte since January 2016.
Luiz Roberto Gonçalves Director, Member of the HR and Compensation Committee 04/26/2021 04/26/2023
Luiz Roberto Gonçalves graduated in Civil Engineering from the Polytechnic School of the University of São Paulo in 1970 and obtained a graduate degree in Hydraulics from the same institution (1971-1973).
He has been an Advisor at Gonçalves Consultoria, specializing in Coffee, since 2015; the Chair of the Coffee Growers Cooperative (COOPERLAM) since 2014; and Owner of LRG COMÉRCIO EXTERIOR LTDA – a green coffee trading company since 2004.
Previously, he was the Vice President of the São Paulo Trade Association (ACSP) from 2001 to 2019; the Head Engineer of the Department of Hydrological Data Processing of the São Paulo Water and Electricity Department from 1970 to 1973; an Assistant Professor of Hydrology of the São Paulo Technical College (FATEC – Faculdade de Tecnologia de São Paulo) from 1972 to 1974; a Managing Partner of CAFÉ DO PONTO S.A. from 1973 to 1998; a Partner and Director of COABEM IND. COM. LTDA from 1985 to 1998; the CEO of SARA LEE CAFÉS DO BRASIL S.A. from 1998 to 2000; the CEO of DECOTRADE DO BRASIL LTDA. from 2000 to 2005; the Owner of AGECAF – Armazéns Gerais Cafelândia, a coffee preparation service company, from 2004 to 2017; the Vice President of the Brazilian Coffee Industry Association (ABIC) from 2000 to 2002; a member of the Board of Trustees of the Casper Líbero Foundation in 2017; a member of the Coffee Chamber at the BM&F from 2000 to 2002; and the Vice President of the São Paulo Trade Association (ACSP) from 2001 to 2019.
Nilton Molina Member 04/26/2021 04/26/2023
Nilton Molina graduated in Business Administration.
He currently holds the positions of Director of the Brazilian National Confederation of General Insurance, Pension, Life Insurance, Health Insurance and Prize-Linked Savings Companies (CNSeg); member of the Decision-making Board of the São Paulo Trade Association (ACSP) since 2017; and Chair of the Board of Directors of Mongeral Aegon Seguros e Previdência, Mongeral Aegon’s Multi-sponsored Pension Fund and the Aegon Mongeral Longevity Institute.
He was one of the founders of Bradesco Vida e Previdência and Icatu Seguros. He was the Vice President of the São Paulo Trade Association (ACSP) from 2003 to 2016, a sitting member of the National Private Pension Council (CNPC) of the Social Security Ministry from July 2014 to July 2018, a member of the National Private Insurance Council and the National Social Security Council from 1985 to 1990.
On July 19, 2018, though Rio Decree 44736, the Mayor of Rio de Janeiro appointed him as a member of the Board of Trustees of the Special Fund for the Tiradentes Project.
Lincoln da Cunha Pereira Filho Director, Member of the HR and Compensation Committee 04/26/2021 04/26/2023
Lincoln da Cunha Pereira Filho graduated in Law from the University of São Paulo (USP – Largo São Francisco).
He is the Chair and CEO of UAB Motors Brasil and the Regional Vice President and a member of the Board of Directors of Group 1Automotive Inc. He has been a member of YPO-WPO since 2003, as well as Vice President of the Brazilian Association of Toyota Dealerships, Vice President of the São Paulo Trade Association and President of the Brazilian Association of BMW Motorrad Dealerships.
With 180 dealerships in the United States, the United Kingdom and Brazil, representing 30 brands, Group 1, a Fortune 500 company, is the fourth largest U.S. car dealer group listed on the New York Stock Exchange.
In Brazil, it has 23 dealerships, located in 12 cities, in 4 states, representing 7 brands (Honda, Toyota, BMW, Mini, Mercedes, Jaguar and Land Rover).
Edy Luiz Kogut Director, Member of the HR and Compensation Committee 04/26/2021 04/26/2023
Edy Luiz Kogut graduated in Civil Engineering from the State University of Rio de Janeiro in 1965 and holds a PhD in Economics from the University of Chicago.
He is currently a member of the Board of Directors of Boa Vista Serviços S.A.
He served as a Board member at Boa Vista Serviços from 2010 to 2015 (Fiscal Member); a Board member at FIBAM from 2008 to 2011; the Dean of Centro Universitário de Santo André from 2004 to 2007; a Board member at Santista Textil, São Paulo Alpargatas, Alcoa and Neogera from 2000 to 2004; Director at the Camargo Correa Group Holding Company from 1996 to 2003; a Vice President at Projeta Consultoria, associated with NM Rothschild, responsible for the privatizations of Copesul, Light and Escelsa (general coordinator) from 1988 to 2004; a Partner and Director at the brokerage firms 0mega and Equipe from 1981 to 1988; a Professor at EPGE- FGV from 1972 to 1980; and a Visiting Professor at Boston University in 1975.
Aldo Carlos de Moura Gonçalves Member 04/26/2021 04/26/2023
Aldo Carlos de Moura Gonçalves has a bachelor’s degree in Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio), and a master’s degree and a Ph.D. in Nuclear Physics. He is a professor and researcher at the Federal University of Rio de Janeiro (UFRJ). He is also an entrepreneur engaged in the commerce of consumer goods (fashion and children’s products).
He currently holds the position of President of the Rio de Janeiro Storekeepers Club (Clube de Diretores Lojistas do Rio de Janeiro) and the Rio de Janeiro Storekeepers Union, affiliated to the Rio de Janeiro State Federation of Consumer Goods, Services and Tourism. He is a sitting member of the Fiscal Council of Boa Vista Serviços S.A., a member of the Superior Council of the Rio de Janeiro Trade Association (ACRJ), and the Regional Council of Senac-RJ. He declares that: (i) over the last five years, he has not been charged with any criminal conviction, any conviction in a CVM administrative proceeding or any final and unappealable conviction in the judicial or administrative sphere that has suspended or disqualified him from engaging in any professional or commercial activity; and (ii) is not a politically exposed person, pursuant to CVM Instruction 301/99.
Paulino do Rego Barros Júnior Independent Member 04/26/2021 04/26/2023
Born on June 4, 1956, Paulino do Rego Barros Jr. has been a member of the Board of Directors of Oi S.A. since September 2018. From September 2017 and April 2018, he was the deputy CEO of Equifax, Inc. Headquartered in Atlanta, Equifax is a leading global information technology company present in 24 countries with around 10,000 employees worldwide. Paulino directed the company’s Asian-Pacific business from July to September 2017. From November 2015 to June 2017, he headed U.S. Information Solutions (USIS) – Equifax’s largest business unit. Between April 2010 and October 2015, he led Equifax’s international business units, being in charge of Latin America, Europe, Asia-Pacific and Canada operations. Before joining Equifax, in November 2008, he founded PB & C – Global Investments (LLC), an international consultancy and investment company. He has presided this company since its inception. Between January 2007 and November 2008, he was AT&T’s Global Operations President. He held several executive positions at BellSouth Corporation between December 2000 and January 2007 (before the company was acquired by AT&T in January 2007), namely Chief Product Officer, President of BellSouth Latin America, Regional Vice-President for Latin America, and Chief Planning and Operating Officer at BellSouth International. From February 1996 to December 2000, he worked at Motorola, Inc., having held the positions of Corporate Vice-President and General Officer for Latin America Group, and Corporate Vice-President and General Officer for Market Operations – Americas, focusing on the mobile business unit. He also worked at The NutraSweet Company and Monsanto Company, in the U.S. and Latin America. From 2012 and 2015, he was a member of the Advisory Board of Cingular Wireless, and Converged Services Group. He was the President of Alianza – BellSouth Corporation Latino Association, and a member of the Board of Directors and the Risk Committee of NII Holdings (NASDAQ: NIHD). Moreover, he is currently a member of the new Crisis Response Advisory Board of McKinsey & Company, Inc. He was a member of the Audit and Finance Committee of Westminster Schools from 2006 and 2010, and the American Red Cross (Georgia Chapter) from 2005 and 2008. Both are not-for-profit organizations. He has a bachelor’s degree in Mechanical and Electrical Engineering from the School of Industrial Engineering and the Faculty of Engineering of São José dos Campos, in São Paulo. He also has an MBA in Business Administration from Washington University in St. Louis.
Marcelo Benchimol Saad Independent Member 04/26/2021 04/26/2023
Marcelo Benchimol Saad has a bachelor’s degree in Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio) and earned an MBA at the MIT Sloan School Management.
As a partner in Laplace, he engaged in investment fund management. He was Managing Director and Co-Head of the Corporate Banking & Securities Division at Deutsche Bank, in Brazil. He was responsible for Credit Suisse Asset Management’s Divisions of Fixed Income and Structured Operations. Additionally, he was a member of Credit Suisse’s Investment Bank Committee in Brazil.
Pedro Miguel Cordeiro Mateo Member 04/26/2021 04/26/2023
Pedro Miguel Cordeiro Mateo earned a Bachelor of Science (B.S.), a graduate degree in Nuclear Engineering, and a Master of Science (M.S.) in Nuclear Engineering (with a concentration in Plasma Physics)  at Massachusetts Institute of Technology.
He is currently a member of the Executive Committee of Boa Vista Serviços S.A., Minutes of the Annual and Extraordinary Shareholders’ Meeting dated July 11, 2018 (data and registration number filed with the São Paulo Commercial Registry [JUCESP]: 11/30/2018 – 570.118/18-9). Member of the Board of Directors; Investor at Biomm (Biomm 3 – February 2014 – current); Investor at Neurotech (March 2013 – current); Investor at Icomm Group (January 2017 – current); Investor at Bacio di Latte (January 2016 – current); Board Chair and Owner of VistaCorp Empreendimentos Imobiliários S.A. (January 2014 – current); President and Founder of TMG Capital (October 1997 – current); Principal, Owner and Founder of MVA Participações S.A.  (August 1987 – current).

Internal regulations of the Board of Directors*

Fiscal Council
Member Position Date of investiture End of term
Antonio Eustáquio Lima Saraiva Member 04/26/2021 04/26/2022
Antônio Eustáquio Lima Saraiva graduated in Law from Faculdades Metropolitanas Unidas (FMU) in 1972 and received an MBA in Business Management from the Armando Alvares Penteado Foundation (FAAP) in 2008.
He is a Partner at the Ordine & Saraiva Advogados Associados law firm and a member of the Community of Certified Board Members. He has been an IBGC-certified member of the Board of Directors and Fiscal Council since 2009.
For 25 years until 1994, he worked as financial executive in the operational area at financial and capital market institutions in Brazil.
Antônio Carlos Pela Member 04/26/2021 04/26/2022
Antônio Carlos Pela graduated in Economics from Universidade Presbiteriana Mackenzie in 1970 and has a graduate degree, a master’s degree and an MBA in Finance and Administration.
Previously, he was a partner of AR-MA Arames e Maquinas Ltda., IRPEL Incorporação e Participações Ltda., IRPEL Industria e Comercio Ltda., PELA Empreendimentos Ltda., PELA Factoring Mercantil Ltda., LPE Laminação de Perfis Especiais Ltda., PELMAN Assessoria e Participações Ltda. and GRM Consultoria e Participações Ltda.
He has also held the position of Director of Treasury at the Rotarian Foundation of São Paulo.
Roberto Mateus Ordine Substitute 04/26/2021 04/26/2022
Roberto Mateus Ordine holds degrees in Law from Universidade Presbiteriana Mackenzie (1967-1971) and Tax and Finance from Cornell University, as well as a specialization degree in Tax Law from the University of São Paulo (1975-1976).
He is a member of the Fiscal Council of Boa Vista Serviços S.A. He has been a partner at the Ordine & Saraiva Advogados Associados law firm since 1971 and Vice President of the São Paulo Trade Association since 2006.
Edward Launberg Substitute 04/26/2021 04/26/2022
Edward Launberg graduated in Electronic Engineering (BE) from the Aeronautics Institute of Technology (Instituto Tecnológico de Aeronáutica – ITA (1958-1961) and obtained an MBA) from the Getúlio Vargas Foundation (1966-1968). He is currently an alternate member of the Fiscal Council of Boa Vista Serviços S.A. He has also been a partner of Euroban Brasil since 1993. He was the CEO of Philco-Ford from 1975 to 1992.
Humberto Gouveia Substitute 04/26/2021 04/26/2022
Humberto Gouveia has a Law degree from the São Bernardo do Campo Law School. He has a graduate degree in Civil Law from PUC-SP and a master’s degree in Law from UNIMES.
He is currently a Partner Lawyer in law firm Humberto Gouveia Sociedade de Advogados.
He held the position of Partner Legal Officer at Fibonacci Serviços Administrativos Ltda. from January 2005 and September 2012. From June 1993 and December 2004, he was a Prosecutor of the Federal Treasury.
José Eduardo de Moraes Sarmento Member 04/26/2021 04/26/2022
He is currently an alternate member of the Fiscal Council of Boa Vista Serviços S.A and was a sitting member of said council in previous management compositions.

Since 1975, he has been the Chief Executive Officer of Residencial Construções e Empreendimentos Ltda., a civil construction and real estate development company; and an Executive Officer at Vista Alegre Construções Ltda. since 2000. Both companies are located in the city of Curitiba, state of Paraná, with no relationship with the Company.

He is the Vice-President of the Paraná Trade Association, Vice-President of the Company-School Integration Center (CIEE), and First Secretary of Graciosa Country Club’s Decision-Making Board.

He has a bachelor’s degree in Law from the Pontifical Catholic University of Paraná – PUC-PR (1975) and is a lawyer accredited by the Brazilian Bar Association of the State of Paraná – OAB/PR under registration 21.025.

Bernardo Regueira Campos Substitute 04/26/2021 04/26/2022
Bernardo Regueira Campos has a bachelor’s degree in Law from Universidade Positivo (2015-2019).
He currently works at law firm Guandalini, Isfer e Oliveira Franco Advogados, in the civil, corporate and arbitration areas. Moreover, he holds the positions of Vice-President of the Paraná State Trade Association (ACP); Coordinator of the Paraná State Trade Association’s Young Entrepreneur Council (CJE); Alternate Member of the Fiscal Council of GARANTISUL-PR; and Sitting Member of the Committee on the Fight Against COVID-19 in the State of Paraná.He worked in the civil area of law firm Jean Lobo Advogados Associados.
Executive Board
Member Position Date of investiture End of term
Dirceu Jodas Gardel Filho Chief Executive Officer, Legal and Human Resources Director and Member of the Ethics Committee 07/15/2021 07/15/2023
Dirceu Jodas Gardel graduated in Law from Universidade Mackenzie in 1991 and in Business Administration from the same institution in 1993. He has an MBA in Human Resources from the University of São Paulo (USP) and in Business Management from the Getúlio Vargas Foundation (FGV). He is the Company’s CEO. He also held the following positions at the Company: Chief Operations Officer; Chief Legal and Institutional Relations Officer, from 2011 to 2015; and Chief Legal, Institutional Relations and Human Resources Officer, from 2015 to 2018. From 1996 to 2011, he served as senior attorney and Chief Legal Officer at Mesquita Barros (law firm), Banco Zogbi (financial institution), Unibanco (financial institution), Intercap and Credigy (financial solutions company).
Monica Freitas Guimarães Simão Chief Financial and Investor Relations Officer 09/09/2021 07/15/2023
Monica holds a BA in Economics and International Business as well as an MBA in Finance from Louisiana State University, an MBA in Controllership from USP / FIPECAFI (2002), a specialization in Negotiation from The Wharton School (2015) and a Master’s in Management with Certified in Business Analytics at MIT (2019). Before joining the Company, Monica held CFO and IR positions in companies such as Rio Branco Alimentos S/A. “Pif Paf” (2020-2021), Patrimar Engenharia Ltda. (2016-2018), Tenco Shopping Centers S/A. (2014-2016) and MRV Engenharia e Participações S/A (2006-2014), prior to these experiences also served in executive positions in the financial area in companies such as TIM and Ambev.
Ronaldo dos Santos Sachetto Data Director 03/27/2019 07/15/2023
Ronaldo dos Santos Sachetto graduated in Information Systems from Centro Universitário Fundação Santo André (1999-2002) and obtained an MBA in Project, Process and Business from IPT – USP (2006-2008) and a master’s degree in Business Administration from Universidade Presbiteriana Mackenzie (2012-2014).
He is the Company’s Data Officer. Previously, he held the following positions at the Company: Superintendent of Operations and Data, from September 2012 to 2019, and Governance and Data Quality Manager, from April 2011 to August 2012. Mr. Sachetto has been a professor at FIA – Fundação Instituto de Administração since 2012 and at BSP – Business School São Paulo since 2011. Before joining the Company, Mr. Sachetto served as Head of Development Processes at Equifax, a credit bureau, from April 2010 to March 2011; Project and Process Manager at Banco Santander, a financial institution, from August 2006 to April 2010; Project Consultant at Orbitall, a data processing company, from August 2002 to August 2006; Operations Supervisor at GE Capital, a financial services company, from June 1999 to August 2002; and Credit Coordinator at Usanet, a technology company, from November 1996 to June 1999. He is also a partner at the Ronaldo dos Santos Sachetto Consultoria e Treinamento consulting and training company.
Lucas Caiche Guedes Diretor Operacional 07/15/2021 07/15/2023
Lucas Caiche Guedes graduated in Economics from the State University of Campinas (2000-2004) and obtained an MBA with emphasis on Strategy and Finance from the University of Michigan – Stephen M. Ross School of Business (2011-2013).
He is currently a member of the Company’s Board of Directors; a partner at TMG Capital, an investment manager; and a member of the Board of Directors at Icomm Group (August 2016-present). Previously, he was a Product Manager at Itaú, a financial institution (2004-2011).
*
Committees

Statutory Audit Committee

Member Position Date of investiture End of term
Carlos Antonio Rocca Member of the Statutory Audit Committee 09/09/2021 09/09/2022
Carlos Antonio Rocca graduated in Economics from the University of São Paulo (1961) and obtained a graduate degree in Advanced Statistics from the Polytechnic School of the University of São Paulo (1965) and a PhD in Economics from the University of São Paulo (1967). He has been a Board Member certified by the Brazilian Institute of Corporate Governance (IBGC) since 2012 and a CVM-registered Portfolio Manager since 2009.
He has been a member of the Board of Directors of Boa Vista Serviços since 2011; a Founding Partner of Rocca, Eliseu, Prandini & Associados – REP&A Consulting since 2015; a Founding Partner of CRC Consultores Associados Ltda. since 2010; the Coordinator of Fipe’s Center for Capital Market Studies (CEMEC -Fipe) since 2009; a member of the Technical Economic Council of the São Paulo Trade Association (ACSP); a member of the Economic, Social Science and Political Council of FECOMERCIO; a member of the International Law and Economics Academy (Academia Internacional de Direito e Economia); and a member of the Technical Economic Council of the São Paulo Trade Association since 1968.
Previously, he was a Professor of Econometrics and Brazilian Economy at FEA/USP from 1962 to 1994, the Secretary of Finance of the State of São Paulo from 1971 to 1975, a member of the National Monetary Council from 1991 to 1994, the President of the Institute of Economic Research Foundation (Fipe) from 1979 to 1983, the Chair of the Board of Directors of Casa Anglo Brasileira S.A. from 1982 to 1996, the CEO of Financiadora Mappin São Paulo from 1982 to 1996, the Chair of the Board of Directors of Brasil Ecodiesel in 2010, a member of the Board of Directors of Souza Cruz from 1991 to 1994, an independent member of Petrobras’ Finance Committee from May 2016 to May 2018, an independent member of the Board of Directors of the Brazilian Development Bank (BNDES) from May 2018 to February 2019 and a Funding and Origination Advisor at TMG from 2009 to 2011.
Jean-Claude Ramirez Jonas Independent Director and Member of the Statutory Audit Committee 09/09/2021 09/09/2022
Jean-Claude has a bachelor’s degree in Mechanical Engineering from Brown University, where he also pursued a M.Sc. in Solid Mechanics and Applied Mathematics, and a Ph.D. in Solid Mechanics. Between 1989 and 1995, he was a senior developer at Hibbit, Karlsson & Sorensen, Inc. (now called Dassault Systèmes Simulia Corp), a company providing computer-aided engineering. In 1997, he worked at Value Partners as a consultant. Since 1997, he has been working at Bain & Company, one of the world’s largest consultancies. He held the following positions at Bain & Company: manager (1997-2001); member of the global compensation and promotion committee (2010-2015); partner and officer (2001-2019); head of South America (2015-2019); and consulting partner (starting early this year). Jean-Claude Ramirez is an independent member of the Board of Directors, under the requirements provided for in the Novo Mercado Listing Segment Regulation. He declares that over the last five years he: (i) has not been charged with any criminal conviction, any conviction in a CVM administrative proceeding or any final and unappealable conviction in the judicial or administrative sphere that has suspended or disqualified him from engaging in any professional or commercial activity; and (ii) is not a politically exposed person, pursuant to CVM Instruction 301/99.
Márcio Massao Shimomoto Member of the Statutory Audit Committee 09/09/2021 09/09/2022
Presidente do Instituto FENACON na Gestão 2018-2022, Vice-Presidente da ACSP (Associação Comercial de São Paulo) na Gestão 2019-2021, Conselho Consultivo do SESCON-SP 2019-2021, Diretor do Cecomercio-SP 2019-2021. Graduado em Ciências Contábeis, Administração de Empresas e Direito.
Atua no segmento empresarial contábil há mais de 30 anos e integra a diretoria do SESCON-SP há 13 anos: foi Presidente na gestão 2016-2018; Vice-presidente na gestão 2013-2015; vice-presidente Administrativo na gestão 2010-2012 e diretor na gestão 2007-2009.
Cursos na Florida Christian University, Anderson University, Stanford University, MIT – Sloan School, Imperial College Business School.
Paulo Roberto Pisauro Member of the Statutory Audit Committee 09/09/2021 09/09/2022
Main Positions and Functions:

Chief Financial and Administrative Officer of Companhia Brasileira de Alumínio – Grupo Votorantim from 1998 to August 2010.

Superintendent Director of the Pension Fund of Grupo Votorantim-FUNSEJEM from July 2005 to February 2014.

Chief Executive Officer of Indústria e Comércio Metalúrgica Atlas – Grupo Votorantim from 2004 to July 2014.

Chief Executive Officer of Fundação Aracruz de Seguridade – ARUS from January 2010 to 2012.

Vice-President of the São Paulo Trade Association – ACSP (from 2008 to 2017).

Pro bono

Member of the Fiscal Council of Hospital Real e Benemérita Associação Portuguesa de Beneficência from 2009 to 2011. Pro bono

Officer at Luz e Força Santa Cruz – Grupo Votorantim from August 2005 to April 2010.

Officer at Rio Verdinho Energia S/A – Grupo Votorantim from November 2007 to September 2009.

Officer at Hospital Real e Benemérita Associação Portuguesa de Beneficência from 2007 to 2009. Pro bono

Chair of the Fiscal Council of Associação Brasileira do Alumínio – ABAL from 1995 to 2002. Pro bono

Member of the Board of Directors of Petrocoque – from 2009 to 2010.

Member of the Board of Directors of Alunorte – Alumina do Pará from 2006 to 2008.

Member of the Finance Committee of Alunorte e Mineração Rio do Norte from 2000 to 2006.

Internal Audit and Control Manager for Grupo Votorantim and affiliates until 1994. CURRENT

– Member and Coordinator of the Audit Committee of CRDC – Credit Rights Registration Center since July 2019

– Tempo Telecom’s Chief Financial Officer since 2017

– Chief Financial Officer of CRDC – Credit Rights Registration Center since June 2020

– Member of the São Paulo Trade Association’s Financial Committee since 2014

– Member of the Audit Committee of Mogeral Aegon Seguros since July 2017

– Member of the Fiscal Council of ACCREDITO – Sociedade de Crédito Direto S.A. since June 2020

ACADEMIC BACKGROUND

Bachelor’s degree in Accounting from FMU – Faculdades Metropolitana Unidas (1977) – CRC SSP-86333

Graduate degree in Controllership, Audit and Accounting from the Getúlio Vargas Foundation – FGV.

Specialization Degree in Tax Law from Center for Studies and University Extension.

LATEST REFRESHER COURSES (2018-2019)

– Board Member Course – Brazilian Corporate Governance Institute (IBGC)

– Advanced Board Member Course – Brazilian Corporate Governance Institute (IBGC)

– Audit Committee I – Brazilian Corporate Governance Institute (IBGC)

– Audit Committee II – Brazilian Corporate Governance Institute (IBGC)

– Compliance – Brazilian Corporate Governance Institute (IBGC)

– Accounting for insurance companies – Brazilian Institute of Concrete (IBRACON)

LANGUAGES

Intermediate English;

Intermediate Italian;

Dual Citizenship: Brazilian/Italian

Renato Gennaro Member of the Statutory Audit Committee and Member of the Ethics Committee 09/09/2021 09/09/2022
Renato has more than 30 years of experience heading business consulting as a Partner in major global companies, such as PWC, IBM and EY, through his expertise gained with highly complex projects focused on Organizational Transformation. He was also a Professor-Mentor at Insper; his career was based on building Organizational Redesign processes, implementing technologies such as SAP, Oracle and TOTVS. He also specialized in a number of projects focused on SCM – S&OP (Integrated Planning), Procurement and Asset Management, where he designed models and prototypes, prepared action plans and feasibility analysis, and implemented and provided support after the models were adopted. He also led strategic planning and organizational and operational strategy projects, “turn-around” based on the transformation of businesses into family and global companies; he headed changes based on Industry 4.0 and Innovation; worked with boards of directors and main executives, specifically with strategic development, consolidations, corporate governance, business management model, organizational structures and process restructuring; he acted effectively in the development and implementation of integrated solutions to leverage the management of information and the optimization of results oriented to business valuation, operational efficiency and business profitability; high level of specialization in Agribusiness, Consumer Goods and Retail. He created and led the Agribusiness branch in the companies where he worked (PWC, IBM and EY), with strong experience in the grains, sugar-alcohol, fruit, cattle farming, pulp and input subsectors; a market with presence of global, domestic (family), cooperatives and multinational companies; he is currently a member of the Board of Directors of Usina São Manoel, CRDC and Officer for the São Paulo Trade Association, and was elected by Grupo Mídia as one of the 100 most influential personalities in the energy sector.

Audit Committee Internal Regulations

 

Ethics Committee

Member Position Date of investiture End of term
Carlos Roberto Pinto Monteiro Member of the Ethics Committee and Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Carlos Roberto Pinto Monteiro graduated in Civil Engineering from FAAP in 1972. He took a preparatory course for the position of Cavalry Officer in 1967. He is an R/2 Second Lieutenant of Cavalry. He was appointed an Honorary Member of the Brazilian Air Force in 1998, was awarded the Order of Aeronautical Merit – Officer level in 2008, received the Santos Dumont Medal in 2008, was appointed an Army Emeritus Collaborator in 2009, received the Friend of the Navy Diploma (Diploma Amigo da Marinha) in 2009 and was awarded the Pacifier Medal – Brazilian Army in 2015. He held the positions of Vice President of the São Paulo Trade Association; Director of the Micro and Small Business Department of FIESP DEMPI; member of the Department of Defense and Security of FIESP COMDEFESA; Director of the Superior Council of Micro and Small Business Board of FIESP COMPI; sitting member of the Fiscal Council of Sebrae SP; Chair of the Board of the Cultural Foundation of the Brazilian Army – FUNCEB; member of the Industrial Council of CIESP; member of NAT – Núcleo de Altos Temas of Secovi; a Board member of the Brazilian Association of Sales and Marketing Directors – ADVB; advisor of the Legion for Assistance of People with Intellectual Disability; advisor of the Tourism Department; member of the Viva o Centro Association and member of the Municipal Employment Committee.
Glauco Alves Costa da Silva Member of the Ethics Committee 09/09/2021 09/09/2022
MBA in Business Management from the Fundação Getúlio Vargas Foundation (FGV), concluded in 2011. Undergraduate degree in Law from the Law School of the University of São Paulo (USP) – 1997, Mauá Engineering School – Electrical Engineering, interrupted in 1993, after one year of course, Santo Américo School (São Paulo, SP) – primary and secondary education, concluded in 1991, Urbana High School (Urbana, IL, USA) – Junior Year for one year.
Helen Guedes Menezes Member of the Ethics Committee 09/01/2020 09/01/2021
More than 20 years serving in the Human Resources area in small, medium and large companies, in Brazilian and multinational companies. With a generalist performance, she was responsible for all HR subsystems, such as Talent Acquisition, Talent, Compensation, Benefits, Culture, Climate, Communication, and Indicator Management.

– Strong strategic performance as partner in all business units of the company, ensuring the customized application of HR disciplines, respecting the needs of the business.

– Experience in team building, change management and structuring of the HR area in startups.

– Focus on the development of Organizational Culture to increase talent retention through employee experience.

– Long experience of leadership development and customized programs.

– Strong experience in leading HR projects, such as Workplace (Communication tool), People Analytics and Agile Management Methodologies.

– Responsible for the personnel budget management, Union Relations and company acquisitions.

– Leadership of projects to build headquarters and workspaces under the open space concept. MBA in People Management from the Management Institution Foundation – FIA

Graduate degree in Social Psychology from the São Paulo Sociology and Political School.

Graduate degree in Quality Management from the São Paulo Bandeirante University.

Undergraduate degree in Psychology from the São Judas Tadeu University.

Personal & Professional Coaching – SBCoaching.

Renato Gennaro Member of the Statutory Audit Committee and Member of the Ethics Committee 09/09/2021 09/09/2022
Renato has more than 30 years of experience heading business consulting as a Partner in major global companies, such as PWC, IBM and EY, through his expertise gained with highly complex projects focused on Organizational Transformation. He was also a Professor-Mentor at Insper; his career was based on building Organizational Redesign processes, implementing technologies such as SAP, Oracle and TOTVS. He also specialized in a number of projects focused on SCM – S&OP (Integrated Planning), Procurement and Asset Management, where he designed models and prototypes, prepared action plans and feasibility analysis, and implemented and provided support after the models were adopted. He also led strategic planning and organizational and operational strategy projects, “turn-around” based on the transformation of businesses into family and global companies; he headed changes based on Industry 4.0 and Innovation; worked with boards of directors and main executives, specifically with strategic development, consolidations, corporate governance, business management model, organizational structures and process restructuring; he acted effectively in the development and implementation of integrated solutions to leverage the management of information and the optimization of results oriented to business valuation, operational efficiency and business profitability; high level of specialization in Agribusiness, Consumer Goods and Retail. He created and led the Agribusiness branch in the companies where he worked (PWC, IBM and EY), with strong experience in the grains, sugar-alcohol, fruit, cattle farming, pulp and input subsectors; a market with presence of global, domestic (family), cooperatives and multinational companies. He is currently a member of the Board of Directors of Usina São Manoel, CRDC and Officer for the São Paulo Trade Association, and was elected Grupo Mídia as one of the 100 most influential personalities in the energy sector; and international experience: United States and Latin America.

Internal regulations of the Ethics Committee

 

HR and Compensation Committee

Member Position Date of investiture End of term
Carlos Roberto Pinto Monteiro Member of the Ethics Committee and Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Carlos Roberto Pinto Monteiro graduated in Civil Engineering from FAAP in 1972. He took a preparatory course for the position of Cavalry Officer in 1967. He is an R/2 Second Lieutenant of Cavalry. He was appointed an Honorary Member of the Brazilian Air Force in 1998, was awarded the Order of Aeronautical Merit – Officer level in 2008, received the Santos Dumont Medal in 2008, was appointed an Army Emeritus Collaborator in 2009, received the Friend of the Navy Diploma (Diploma Amigo da Marinha) in 2009 and was awarded the Pacifier Medal – Brazilian Army in 2015. He held the positions of Vice President of the São Paulo Trade Association; Director of the Micro and Small Business Department of FIESP DEMPI; member of the Department of Defense and Security of FIESP COMDEFESA; Director of the Superior Council of Micro and Small Business Board of FIESP COMPI; sitting member of the Fiscal Council of Sebrae SP; Chair of the Board of the Cultural Foundation of the Brazilian Army – FUNCEB; member of the Industrial Council of CIESP; member of NAT – Núcleo de Altos Temas of Secovi; a Board member of the Brazilian Association of Sales and Marketing Directors – ADVB; advisor of the Legion for Assistance of People with Intellectual Disability; advisor of the Tourism Department; member of the Viva o Centro Association and member of the Municipal Employment Committee.
Eduardo Augusto Buarque de Almeida Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Eduardo Augusto Buarque de Almeida graduated in Business Administration from the Getúlio Vargas Foundation in 1962 and received a master’s degree in Business Administration the Southern Illinois University – USA in 1965.
He has been a partner at TMG Capital since its inception, in 1997. At TMG, Mr. Almeida worked in the financial services sector, in addition to leading prospecting efforts in several segments and sectors of the Brazilian economy. He has an extensive consulting and executive career, having held the positions of Consulting Partner, Manager, member of the Board of Directors, and Vice President and CEO of renowned national and multinational companies, including Anderson Clayton (cotton), GTE-Sylvania (lightbulbs), Comabra (Wilson Meat Packing) (food), São Paulo Alpargatas (footwear and sporting goods), Mappin and Dako (currently MABE/GE – household appliances). He was also Vice President and Chief Operations Officer of the Latinpart holding company. Mr. Almeida is also a professor at EAESP/FGV, in the Globalization, Product and Market Management and Marketing Strategy courses of graduate programs.
Edy Luiz Kogut Director, Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Edy Luiz Kogut graduated in Civil Engineering from the State University of Rio de Janeiro in 1965 and holds a PhD in Economics from the University of Chicago.
He is currently a member of the Board of Directors of Boa Vista Serviços S.A.
He served as a Board member at Boa Vista Serviços from 2010 to 2015 (Fiscal Member); a Board member at FIBAM from 2008 to 2011; the Dean of Centro Universitário de Santo André from 2004 to 2007; a Board member at Santista Textil, São Paulo Alpargatas, Alcoa and Neogera from 2000 to 2004; Director at the Camargo Correa Group Holding Company from 1996 to 2003; a Vice President at Projeta Consultoria, associated with NM Rothschild, responsible for the privatizations of Copesul, Light and Escelsa (general coordinator) from 1988 to 2004; a Partner and Director at the brokerage firms 0mega and Equipe from 1981 to 1988; a Professor at EPGE- FGV from 1972 to 1980; and a Visiting Professor at Boston University in 1975.
Lincoln da Cunha Pereira Filho Director, Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Lincoln da Cunha Pereira Filho graduated in Law from the University of São Paulo (USP – Largo São Francisco).
He is the Chair and CEO of UAB Motors Brasil and the Regional Vice President and a member of the Board of Directors of Group 1Automotive Inc. He has been a member of YPO-WPO since 2003, as well as Vice President of the Brazilian Association of Toyota Dealerships, Vice President of the São Paulo Trade Association and President of the Brazilian Association of BMW Motorrad Dealerships.
With 180 dealerships in the United States, the United Kingdom and Brazil, representing 30 brands, Group 1, a Fortune 500 company, is the fourth largest U.S. car dealer group listed on the New York Stock Exchange.
In Brazil, it has 23 dealerships, located in 12 cities, in 4 states, representing 7 brands (Honda, Toyota, BMW, Mini, Mercedes, Jaguar and Land Rover).
Luiz Francisco Novelli Viana Director, Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Luiz Francisco Novelli Viana went to school at Colégio Santa Cruz (1960 – 1966) and graduated in Medicine from the University of São Paulo (1967 – 1969), in addition to having completed the following programs: Bachelor of Business Administration – BBA in Finance from the Getúlio Vargas Foundation (1970 – 1973), MBA, Finance and General Management from Harvard Business School (1974 – 1976).
He is currently a member of the Board of Directors of Boa Vista Serviços S.A. and the Chair of the Executive Committee of Boa Vista Serviços S.A. He has also been a member of the Board of Directors and an investor of Boa Vista Serviços S.A. since October 2010.
He has also been a member of the Board of Directors and an investor of Biomm (Biomm 3) since February 2014; the Chair of the Board of Directors and Owner of VistaCorp Empreendimentos Inobiliários S.A. since January 2014; the CEO and Founder of TMG Capital since October 1997; and the Principal and Founding Owner of MVA Participações S.A. since August 1987.
He has invested in Neurotech since March 2013, Icomm Group since 2017 and Bacio di Latte since January 2016.
Luiz Roberto Gonçalves Director, Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Luiz Roberto Gonçalves graduated in Civil Engineering from the Polytechnic School of the University of São Paulo in 1970 and obtained a graduate degree in Hydraulics from the same institution (1971-1973).
He has been an Advisor at Gonçalves Consultoria, specializing in Coffee, since 2015; the Chair of the Coffee Growers Cooperative (COOPERLAM) since 2014; and Owner of LRG COMÉRCIO EXTERIOR LTDA – a green coffee trading company since 2004.
Previously, he was the Vice President of the São Paulo Trade Association (ACSP) from 2001 to 2019; the Head Engineer of the Department of Hydrological Data Processing of the São Paulo Water and Electricity Department from 1970 to 1973; an Assistant Professor of Hydrology of the São Paulo Technical College (FATEC – Faculdade de Tecnologia de São Paulo) from 1972 to 1974; a Managing Partner of CAFÉ DO PONTO S.A. from 1973 to 1998; a Partner and Director of COABEM IND. COM. LTDA from 1985 to 1998; the CEO of SARA LEE CAFÉS DO BRASIL S.A. from 1998 to 2000; the CEO of DECOTRADE DO BRASIL LTDA. from 2000 to 2005; the Owner of AGECAF – Armazéns Gerais Cafelândia, a coffee preparation service company, from 2004 to 2017; the Vice President of the Brazilian Coffee Industry Association (ABIC) from 2000 to 2002; a member of the Board of Trustees of the Casper Líbero Foundation in 2017; a member of the Coffee Chamber at the BM&F from 2000 to 2002; and the Vice President of the São Paulo Trade Association (ACSP) from 2001 to 2019.
Paulo Knorich Zuffo Member of the HR and Compensation Committee 09/09/2021 09/09/2022
Paulo Zuffo is a partner and controller of TMG Capital; he also monitors investees. He has worked at TMG since 2000, actively participating in capital raising procedures for the TMG II and III funds and in the creation of value of the portfolio companies. In addition to working at TMG, Paulo teaches MBA courses at the Getúlio Vargas Foundation (FGV) on Finance, Business Strategy and Leadership, being honored for 14 times since 2006. Prior to TMG, Paulo worked as senior consultant in business management, developing criteria for evaluating the Ethos Award for Social Responsibility. Paulo holds a bachelor’s degree in Electronic Engineering from the Polytechnical School of the University of São Paulo (USP) and a master’s degree in Business Administration from the Getúlio Vargas Foundation (FGV-SP).

 

HR and Compensation Committee internal regulations*

Last update: March 31, 2022