BOARD OF DIRECTORS
MRV´s Board of Directors is responsible for defining its general business policies and overall guidelines, including the Company´s long-term strategies, and for controlling and monitoring its performance. The duties of MRV´s Board of Directors include, among other things, electing or removing its executive officers and supervising the management team.
The Company´s Board of Directors meets once every three months, or whenever a meeting is convened by the chairman or any member of the board.
The directors are elected at the Company’s Annual Shareholders’ Meeting for a unified two-year term and may be re-elected. In accordance with the rules of the Novo Mercado Special Corporate Governance Segment, at least 20% of directors must be independent, and all directors, as of the execution of the Novo Mercado Membership Agreement, must, prior to their investiture, sign the administrator’s term of commitment referred to in the Novo Mercado Regulations and the rules of the Arbitration Chamber of the São Paulo Exchange (BM&FBovespa).
MRV´s by-laws do not restrict loans to its directors. However, pursuant to the Brazilian Corporate Law the Company´s directors may not vote on matters in which they have conflicts of interest nor can they receive loans from MRV without the prior approval of a shareholders or board of directors meeting. Pursuant to the Companys by-laws, the members of its board of directors are elected at a shareholders meeting for two-year terms, reelection being permitted. MRV´s by-laws do not provide for a mandatory retirement age for the Companys directors.
In accordance with the Brazilian Corporate Law, minority shareholders of a listed company, whose interest in the voting shares represent, for at least the three preceding months, a minimum of 10% of the companys voting capital stock, have the right to elect one director in a separate voting process.
Mr. Menin graduated with a degree in Civil Engineering from Universidade Federal de Minas Gerais – UFMG in 1978. He began his career as an intern at Vega Engenharia from 1973 to 1978. In 1979, he founded the Grupo MRV, as its CEO and was elected to the company’s Board of Directors at the Extraordinary General Meeting held on June 31, 2006, currently acting as the Chairman of the Board. He has been a founding partner and Chairman of the Board of Directors at Banco Inter, a digital bank, since its foundation in 1994. Mr. Menin was the founder and Chairman of the Board of Directors at LOG Commercial Properties SA, a commercial and industrial property developer, from its founding days in 2008 until December/2015, and has been an active member of the Board of Directors at Urba Desenvolvimento Urbano S.A., a company which aims to develop large urban areas for residential and/or mixed use since 2012. He has been a founding partner and Chairman at AHS, a real estate developer located in Miami/USA since 2012. Mr. Menin is the founder and has been the Chairman of the Board of Directors at CNN Brasil, a TV channel dedicated solely to journalism and news since 2019. He is the founder and has been the Chairman of the Board of Directors at ABRAINC – the Brazilian Association of Real Estate Developers since April/2013. In 2018, Mr. Menin was presented with the award for Global Businessman of the Year – EY World Entrepreneur of the Year 2018. In 2019, he was presented with an award for Excellence, issued by the Brazil-USA Chamber of Commerce in Florida, USA. In 2018, he founded the Menin Douro Estates winery in Portugal. In 2021 he became the owner of Rádio Itatiaia, the largest radio station in Minas Gerais.
Ms. Maia graduated from Law School at Faculdade Milton Campos in 2001 and earned a graduate degree in Economic and Business Law at FGV in 2003. She is an active member on the OAB/MG Corporate Advocacy Commission in the state of Minas Gerais. She began her career at MRV Serviços de Engenharia Ltda. in 1997, as an intern in the Billing Department. At that time, she worked her way through a number of key positions within the company including interning with the Legal Department, Legal Assistant, Coordinator of the Legal Department, Legal Superintendent and Chief Legal Executive. She was voted into the role of CLO (Chief Legal Officer) at the Board Meeting held on May 4, 2010, and held the post until December 16, 2019. At the Extraordinary General Meeting held on the same date, Ms. Maia was voted into a Board member role on the company’s Board of Directors – a position she has held to the current date. She is also the President of the Instituto Iungo, which aims to promote and develop professional educators in Brazil. She is currently a Board member at Banco Inter and Movimento Bem Maior.
Mr. Nicola Calicchio has had a career of almost 30 years at McKinsey, having been the only Brazilian to hold the positions of CEO of Latin America, member of the Global Executive Committee and Chairman of the company’s Global Client Committee. In the last 4 years, he has served as Chief Strategy Officer of Softbank Group International, Senior Advisor at Morgan Stanley, and member of several boards such as Hapvida, Peninsula, CNN Brasil, UNICEF Brasil, MASP and BRASA. He is also Chairman of the Board of Directors of CIMED and on the Advisory Board of SAF do Cruzeiro. Nicola graduated with honors in Civil Engineering from UFMG, holds an MBA from the MIT Sloan School of Management and is a frequent speaker at numerous conferences and events in various countries.
Mr. Corrêa holds a B.A. in Economics from UFMG – Universidade Federal de Minas Gerais (1980) and graduate degree in Finances from FGV (1986). He worked at Lloyds Bank (1982-1990) as the Manager of the Treasury. From 1990 to 2000, he held a position at JP Morgan, finalizing his career as the Treasury Director in Brazil. He is a former partner at Banco Pactual (200-2003) and former partner at Perfin Administração de Recursos (2003-2006), an independent resource manager specializing in investment fund management. Mr. Corrêa began working at the company in March/2006 as the acting Executive Vice-President. In January/2007, he stepped into the role of Executive Director of Investor Relations, and CFO and Executive Director of Investor Relations in 2009. He is currently the Vice Chairman of the Board of Directors at MRV Engenharia e Participações S.A., a Board member at Inter S.A., a digital bank; a Board member at LOG Commercial Properties SA, a commercial and industrial property developer; and a Board member at Urba Desenvolvimento Urbano S.A.; in addition to Treasury Director at Banco Inter.
Ms. Barros holds a doctorate degree in Administration from Brunel University (England), in addition to specialist degrees in Management Consulting from Henley Management College (England), Personnel Management from Isead (France) and Business Management from F. Leon Bekaert (Belgium). She holds a B.A. in Psychology from Pontifícia Universidade Católica de Minas Gerais, and is currently on the teaching staff for the Master’s and PhD programs for Business Administration at PUC Minas/FDC. Ms. Barros is an active Board member at GOL Linhas Aéreas and Magazine Luiza S.A. She has published a host of academic Articles and authored books both in Brazil and abroad. She holds a post at Betânia Tanure Associados as a lead consultant for both national and multinational companies. She sat as Director at FDC for some 15 years, overseeing the Department of Executive, Business and Business Partner Development.
Mr. Kandir holds an undergraduate degree in Mechanical Production Engineering from the Polytechnics School at Universidade de São Paulo – USP, a Master’s degree from UNICAMP and PhD in Economics from UNICAMP. He has held the post of State Minister of Planning and Budgeting, has been a Federal Representative, President of the National Council of Privatization, the Brazilian Governor at BID (International Development Bank), Special Secretary of Economic Policy, President of IPEA, Chairman of Kandir e Associados S/C Ltda. and Coordinator of Studies at Itaú Planning and Strategy. He has been a professor at UNICAMP, PUC/SP, Assistant Faculty Fellow at University of Notre Dame (USA) and has also directed a variety of investment funds. Mr. Kandir is currently an acting Board member at the following companies: CPFL Energia S.A., AEGEA Saneamento e Participações S.A., CSU Cardsystem S.A., Coimex Empreendimentos e Participações Ltda. and Inter & Co., Inc.
Graduated in electronic engineering from ITA – Instituto Tecnológico de Aeronáutica in 1977; he holds a master’s degree in computer science from UFPE – Federal University of Pernambuco and a PhD in computer science from the University of Kent at Canterbury, England. He is professor emeritus at the Center for Informatics at UFPE – RECIFE; extraordinary professor at CESAR.SCHOOL, RECIFE; founder and chairman of the Board of Directors of Porto Digital, founder and chief scientist of TDS.company. He is a retired professor at the UFPE Informatics Center. He founded and was the chief scientist at CESAR, Recife’s Center for Advanced Studies and Systems until July 2014, was an associate professor at FGV-RIO School of Law between 2014 and 2017 and was a Fellow and Faculty Associate at Berkman Center, Harvard University , from 2012 to 2015. He is a consultant and speaker on digital business policies and strategies, ICTs, creativity, innovation and entrepreneurship. Author of more than three hundred scientific articles and hundreds of texts on information technologies and their impact on the economy, society and people, as well as author of the book “New Innovative Businesses for Entrepreneurial Growth in Brazil”, he has supervised more than 200 master’s theses and dissertations PhD in Computer Science. Holds the national orders of scientific merit (1996), Rio Branco (2001) and the medal of knowledge of the MDIC (2008). In 2006, it received from the Government of Pernambuco the highest commendation in the state, the order of merit of the Guararapes. In 2007, the time elected him one of the 100 most influential Brazilians. In 2011 he was chosen by O Globo as the personality of the year for the Brazilian economy. In 2013, Galileu Magazine chose him as one of the 100 most influential Brazilians on the web.
Graduated in Business Administration from Mackenzie University. He was President of Audi Brazil until June 2012 and has worked in the automotive industry for 18 years in the automotive industry, having previously held the positions of Sales & Marketing Director for Volkswagen Brazil and Executive Director for South America at Volkswagen Group’s headquarters in Germany. Volkswagen Group in Germany, and was also a member of the Board of Directors of Volkswagen Participações and Gol Linhas Aéreas S/A. He is currently an independent member He is currently an independent member of the Board of Directors of Porto Seguro S/A, of Vamos Locação de Caminhões, Máquinas e Equipamentos S/A, of Tembici Participações S/A and of Vamos Locação de Caminhões, Máquinas e Equipamentos S/A.
CHIEF OFFICERS
MRVs chief officers are responsible for its day-to-day management. They have individual responsibilities established by the Companys Bylaws and the Board of Directors.
Pursuant to MRVs Bylaws, the Company may have up to twelve Chief Officers that are elected by the Board of Directors to serve for two-year terms, with reelection permitted. MRVs Bylaws do not provide for a mandatory retirement age for its chief officers. Any chief officer may be removed by the board of directors before the expiration of his term.
He holds a degree in civil engineering from Federal University of Minas Gerais in 2003. He joined MRV Serviços de Engenharia Ltda. in 1999, as a civil engineer intern. He has large experience in real estate homebuilding sector. During this period, he worked as site engineer, coordinator of engineering and technical director. He is member of the Board of Directors of Urbamais Properties e Participações S.A., with purpose of the development of large urban areas for residential and/or residential/office use, since its foundation in 2012. He was elected MRV´s Chief Regional Officer at the meeting of the Board of Directors held on March 8, 2010, and afterwards appointed as Chief Executive Officer – Region I at the meeting of the Board of Directors held on March 27, 2014 and reelected on March 20, 2017, position, which he holds until today. Besides MRV, Rafael does not have experience in any other publicly held Company. In addition to MRV, he has not worked at other publicly held companies.
He holds a degree in civil engineering from FUMEC in 2000 and an MBA certificate in finance from IBMEC MG in 2003. He joined MRV Serviços de Engenharia Ltda. in 1993, as a civil engineer intern. He has large experience in real estate homebuilding sector. During this period, he worked as site engineer, coordinator of development sites and production director of Campinas and São Paulo. He is currently Chief Executive Officer in charge of Region II. Besides MRV, he has never worked in a publicly held Company.
For over 14 (fourteen) years at the Company, Ricardo Paixão was appointed Chief Financial and Investor Relations Officer in March 2019. From February 2015 he has held the position of Director of Investor Relations and Financial Planning, having previously worked as Process Manager and Director of the Shared Services Center (CSC). Before that, he worked as a Consultant at the Institute for Management Development (INDG). He holds a degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG), and a Executive MBA from Fundação Dom Cabral (FDC) and General Management Program from the Wharton School, University of Pennsylvania / USA.
Has a degree in Business Administration from UFRS – Federal University of Rio Grande do Sul, with an Executive MBA from BSP – Business School of São Paulo in 2010. In 2012 he specialized in Marketing from Stanford University and in 2013 conclude a specialization in Sales from Kellogg Executive Education. Held the role as Personnel Manager, Sales Manager, Director of Brand Connections and Director of Innovation for the Ambev Brasil group. He was also the Global Trade Marketing Director for the AB InBev group between 2013 and 2014. In 2015 he became Vice President, being responsible for the sales strategy for the ABI Mexico Group. In 2019, he became President and Managing Director for Cerveceira Nacional (Ambev Panamá).
Holds a degree in accounting and a graduate degree in financial management and international business from Fundação Dom Cabral, as well as in human resources and in information systems. She worked at RM Sistemas between 1996 and January 2007, recently sold to Totvs S.A., as administrative and financial executive officer, in the administration, finance and accounting sectors, having been the responsible officer and attorney-in-fact for RM Sistemas between 1996 and 2006. Besides MRV, she had never worked in a publicly held Company.
He holds a degree in Mechanical Engineering from the Universidade Federal de Minas Gerais – UFMG in 1993 and a postgraduate degree in Financial Engineering from FGV in 1996. He worked as an Internal Quality consultant at Caixa Econômica from 1989 to 1996. From 1996 to 2009 he was a Managing Partner at Incorporating Wing. From 2010 to 2011 he worked at PDG Realty, as Statutory Director responsible for negotiation, administration, HR, legal, among others. From 2011 to 2012 he worked at Banco Intermedium as Director of Real Estate Credit. From 2013 and 2014 he was a member of the AP board. He joined MRV in January 2014 as Institutional Relations Officer. In August 2015, he accumulated the position of General Director of Instituto MRV. Currently is our Chief Institutional Relations and Sustainability Officer.
Graduated in Civil Engineering from FUMEC, and an Executive MBA from Dom Cabral Foundation in 2015. In 2018 he took a specialization course in Real Estate at Harvard Business School and in 2019 he concluded the AMDP – Advanced Management Development Program, Real Estate at Harvard Graduate School of Design. He previously worked at AmBev and Vale, and has been at MRV for 15 years, where he held the positions of Real Estate Development Manager, Director of Credit and Real Estate Development and Regional Director of Real Estate Development.
Graduated in Chemical Engineering from UFRJ – Federal University of Rio de Janeiro – having held an MBA from FDC – Dom Cabral Foundation – in 2006 and several post-graduate degrees throughout his career, in Operations Research at COPPE / UFRJ – Coordination of Graduate Programs in Engineering in 2000, in Customer Focused Organizations at Kellogg School of Management in 2012, in B2B Marketing at EMI – Industrial Marketing School in 2015 and in Global Executive Leadership at Yale School of Management in 2019. He held positions of Sales Manager, Outsourcing General Manager, B2B Commercial Director and B2B Marketing Director at Oi until 2013. He was also Director of Marketing and Sales at AsGa Sistemas in 2015, and later took on the position of Chief Operating Officer at GPA Malls – Real Estate Business Unit
of GPA between 2016 and 2018 and, finally, as Commercial Director of Perishables at Multivarejo of GPA in 2019. He has been working at MRV since 2020, heading the Real Estate Development of Region 2.
Graduated in Production Engineering from the Federal University of Minas Gerais, an MBA in management from IBMEC and a specialization in marketing from Stanford University in California. He joined MRV’s commercial department in 2003, and was responsible for the development of the company’s online sales strategy, becoming head of the marketing and communication department in 2010. Between 2011 and 2017 he accumulated the commercial directorate of Minas Gerais, Rio de Janeiro, Espirito Santo, and the entire Midwest region. In 2019 he left the commercial directorate to focus on the marketing directorate and lead the company’s innovation projects, such as Luggo, Sensia, Mundo da Casa, and the investment in startups with the acquisition of the startup Ucondo. In 2022, with the attraction of important investors, he left the marketing area to dedicate himself to the growth of new businesses such as Luggo, Mundo da Casa, and the company’s innovation area.
FISCAL COUNCIL
According to the Brazilian corporation law, the Fiscal Council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.
The main responsibilities of the fiscal council are to audit MRVs management, review the Companys financial statements and report their conclusions to the Companys shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.
MRV by-laws provides for a non permanent fiscal council to be installed at the request of the Companys shareholders. The fiscal council works in a non-permanent basis and was installed by shareholders request in terms of article 161, § 2º, of Law 6.404/76, at the EOGM meeting that was held on April 16, 2020.
Lawyer registered at OAB / MG under number 101.330. Graduated in Law from the PUC – Minas Gerais (2005). Postgraduate in Procedural Law from the Institute of Continuing Education of the PUC – Minas Gerais (2006). Master in Business Law from Faculdade Milton Campos (2016), postgraduate in Executive MBA at Fundação Dom Cabral (started in 2017). Founding partner of Lott, Oliveira Braga e Advogados Associados (2008 until today). He works in litigation and consultancy in the areas of civil, corporate and business law.
Graduated in Accounting Sciences from the PUC – Minas Gerais (1996). Postgraduate in External Auditing from the Federal University of Minas Gerais (2001). Master in Business Administration from Fundação Cultura Dr. Pedro Leopoldo (2010). In his professional experiences, he held the position of accounting assistant at Banco Agrimisa S.A. (1986-1996), served as accounting superintendent at Inter (1996-2022), was assistant professor at the following institutions: PUC – Minas Gerais (2002), Faculdade Centro Educacional Mineiro (2014-2016), College of Business Sciences (2014-2016), 2008 – 2013) and Faculdade Asa de Brumadinho (2003-2008). He was a member of the IFRS Committee of the Regional Accounting Council of Minas Gerais – Biennium (2008 – 2009), and a member of the Accounting Committee of Febraban and ABBC.
Graduated in Economic Sciences at UERJ (1993). Holds an MBA in Finance from IBMEC-RJ (2001). Master in Economics from IBMEC-RJ (2005) with dissertation in Macroeconomics. He was Executive Manager of the Multimarket Funds and Off-Shore Funds Management at BB DTVM from 2007 to 2019. Currently, he is Director of Asset Management at BB DTVM and a member of ANBIMA’s Sustainability Advisory Group.
STATUTORY COMMITTEE
Executive Committee
MRV´s council established five internal support committees. These committees have the purpose of advising and proposing solutions to increase the effectiveness of the decisions. They are: Governance, Risk, Compliance and Privacy Committee, Personnel Comitee, Operations Comitee, Legal Comitee and Audit Comitee. All members of these committees have basic knowledge about finance, accounting and law applied to the Capital Market.
The Committee is an appointed council for assessment and guidance to the Board of Directors. The Committee powers are: (i) To strive for and promote compliance, seeking to guarantee management practices built upon the foundations of corporate governance, sustainability and corporate ethics, including, but not limited to: (a) Transparency of information; (b) Equity; (c) Accountability; (d) Corporate responsibility; (e) Eradicating child, forced or compulsory labor; (f) Oppose discrimination discriminatory practices of any kind; (g) Preventing harassment and sexual harassment; (h) Valuing diversity; (i) Oppose corruption of any form; (j) Preserving the environment and managing impacts; (k) Overseeing and implementing MRV Institute directives, focusing on managing impacts; (l) Risk management. (ii) To promote constant improvement to governance practices adopted by the company, recommending new practices and/or proposing alternatives to current practices. (iii) To oversee social, environmental and economic indicators, proposing targets, action plans and sustainable corporate programs, while periodically evaluating results for targets, action plans and programs, employing Sustainable Development Goals (SDG) as a guideline for evaluation of impacts. (iv) To monitor and carry out oversight responsibility of practices, as relates to meeting Sustainable Development Goals (SDG). (v) Ensure effective performance of the Board of Directors and its subcommittees, as well as promote positive relationships between the Board of Directors, Management, stockholders and company stakeholders. (vi) Periodically review, discuss and propose adjustments to the Company charter, internal regulatory assessment committees, the company’s code of conduct and corporate ethics, as well as other documents, policies and internal company standards related to governance, conduct and ethics. (vii) Evaluate and oversee the company’s exposure to risks, following and supervising risk management procedures. (viii) Ensure implementation, strengthening and proper functioning of internal control systems within the Company, aiming to reduce, stamp out and/or mitigate existing risks and preventing potential risks by presenting recommendations to improve policies, practices and procedures. (ix) Strengthen the culture of risk management and ensure internal controls within the Company, aiming to assure strict compliance with all applicable laws, standards and regulations. (x) Issue recommendations on potential conflicts of interest between parties in association with the Company as deemed necessary, or upon request by the Board of Directors. (xi) Discuss, promote and update company environmental policies and directives, seeking to ensure positive impacts and mitigate negative impacts, where possible. (xii) Submit recommendations and reports to the Board of Directors on the issues involving committee duties, and periodically report on committee activities to the Board of Directors, who shall guide the Committee on the adequate level of tolerance regarding risks in processes and activities carried out throughout the various levels of the Company.
Members: Ms. Betania Tanure de Barros, Mr. Eduardo Fischer Teixeira de Souza, Ms. Júnia Maria de Sousa Lima Galvão, Ms. Maria Fernanda Nazareth Menin, Mr. Nicola Calicchio Neto and Mr. Paulo Sergio Kakinoff.
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The Committee powers are: (i) Evaluate and propose improvements in human resource, training, remuneration, benefits, incentives and talent retention policies. (ii) Evaluate and propose improvements in Company recruiting and hiring methods. (iii) Propose career plans and evaluate career plans for staff members that hold key positions within the Company. (iv) Evaluate methods of monitoring and gauging organizational climate. (v) Evaluate potential candidates for administrative posts and strategic staff members within the Company. (vi) Evaluate and oversee profit sharing and stock option programs in the Company. (vii) Periodically report to the Board of Directors, as well as submit reports to the Board of Directors with recommendations involving Committee duties. (viii) Oversee the execution of recommendations, periodically meeting with the Board of Directors and Executive Management.
Members: Ms. Betânia Tanure de Barros, Mr. Eduardo Fischer Teixeira de Souza, Ms. Junia Maria de Sousa Lima Galvão, Ms. Maria Fernanda Nazareth Menin Teixeira de Souza Maia and Mr. Rafael Menin Teixeira de Souza.
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The Committee’s duties are: (i) Ensure proper planning and control of production, carrying out oversight responsibility of factors to be administered, in addition to their respective impacts in order to maintain alignment with company goals. (ii) Establish management strategies for supplies and workforce. (iii) Follow tight worksite schedules. (iv) Propose solutions to optimize productivity. (v) Ensure and propose action plans to mitigate environmental impacts as a result of the production process, aiming to improve sustainable development practices at worksites. (vi) Review and propose improvements in the purchasing and cost management processes, seeking to ensure quality services and products. (vii) Review and propose improvements in production control and training programs for worksite staff. (viii) Ensure best worksite practices in work safety, hygiene and worksite organization. (ix) Define commercial and credit strategies for the Company, including areas such as sales, pricing, staff profiling, market representatives, etc. (x) Define advertising strategies. (xi) Define real estate credit strategies. (xii) Periodically report to the Board of Directors, as well as submit reports to the Board of Directors with recommendations involving Committee duties. (xiii) Oversee the execution of recommendations, periodically meeting with the Board of Directors and Executive Management.
Members: Mr. Eduardo Fischer Teixeira de Souza, Mr. Nicola Calicchio Neto, Mr. Rafael Menin Teixeira de Souza and Mr. Rubens Menin Teixeira de Souza.
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On May 19, 2020, the Board of Directors approved the implementation of the Financial Committee.
The Committee is a joint body of advisory and guidance to the Company’s Board of Directors. The Committee is responsible for: (i) evaluating and reviewing the Company’s economic and financial plans and investment and divestiture programs, evaluating their feasibility and relevance, including merger, incorporation and spin-off operations, as well as any opportunities presented to the Company; (ii) Evaluate and review the Company’s annual budget, as well as follow and monitor its implementation and execution; (iii) Evaluate and monitor the Company’s capital structure, as well as its indebtedness limit, proposing ideas and alternatives for raising new funds; (iv) recommending a dividend distribution strategy to the Company’s Board of Directors, as well as evaluating the investments within its scope, following and monitoring its implementation and execution; (v) Periodically monitor the main financial metrics and performance indicators used, monitoring the level of credit, financial and market risk of the Company, with a long term view to ensuring the continuity and sustainability of the business.
Members: Mr. Antônio Kandir, Mr. Eduardo Fischer Teixeira de Souza, Mr. Leonardo Guimarães Corrêa, Mr. Nicola Calicchio Neto, Mr. Rafael Nazareth Menin Teixeira de Souza, Mr. Ricardo Paixão Pinto Rodrigues and Mr. Rubens Menin Teixeira de Souza.
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On April 14th, 2020, the Board of Directors approved the implementation of the Statutory Audit Committee. The Statutory Audit Committee is responsible for (i) monitoring the financial statement, internal controls reports, risk management and compliance quality; (ii) surmise on hiring and allocation of independent audit services; (iii) evaluate the Company’s quarterly, intermediary and the company’s financial statement; (iv) monitor the internal audit activities and the Company’s internal controls area, including the quality of its work, existing structure, work plan and results of their performance; (v) evaluate and monitor the Company’s risk exposures, including operational, financial, strategic and brand risks, following and supervising the risk management process; (vi) evaluate, monitor and recommend the correction or improvement of the Company’s internal policies, including the Policy for Transactions between Related Parties; (vii) evaluate by gathering and handling information about non-compliance with legal and regulatory provisions applicable to the company, following the internal regulations and codes, on confidentiality and protecting the provider of the informer; (viii) monitor the effectiveness of the work of the independent auditors, such as their independence, reporting to the Board of Directors and the progress of their work; (ix) evaluate and discuss the annual work plan of the independent auditor and report it to the Company’s Board of Directors; (x) inform its activities on a quarterly basis to the Company’s Board of Directors, as stated in the aforementioned report.
All members were elected to the Company’s Audit Committee by the Board of Directors, in accordance with Article 26, Paragraph 4 of the Company’s Bylaws, with the criteria defined by their Internal Regulations.
Members: Mr. Antônio Kandir, Mr. Marcelo Amaral Moraes, Mr. Paulino Ferreira Leite.
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NON STATUTORY COMMITTEE
Committee’s description: This is a collegiate body responsible for the deliberation of ethical dilemmas and application of Consequence Policy. (Two-year terms of office as permanent members with voting rights):
Members with voting rights: Mr. Eduardo Fischer Teixeira de Souza, Mr. Leonardo Guimarães Corrêa, Ms. Júnia Maria de Souza Galvão, Ms. Maria Fernanda Nazareth Menin Teixeira de Souza Maia and Mr. Rafael Nazareth Menin Teixeira de Souza.
Members with no voting rights: Mr. Alex de Souza Medeiros
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The responsibilities of the Legal Committee include: (i) proposing studies related to strategic themes for the legal sector and coordinating the definition of procedural policies; (ii) guiding tax and corporate planning strategies; (iii) leading the strategy and overseeing significant contractual operations; (iv) proposing, evaluating, and monitoring the annual budget of the legal department; (v) ensuring the continuous improvement of the remuneration policy for partner firms; (vi) safeguarding and disseminating the Company’s commitment to management based on sustainability; (vii) issuing recommendations on the annual goals of the legal department.
Members: Mr. Eduardo Fischer Teixeira de Souza, Mr. Guilherme Silva Freitas, Mrs. Maria Fernanda Nazareth Menin Teixeira de Souza Maia, Mr. Raphael Rocha Lafeta, and Mr. Rubens Menin Teixeira de Souza.