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
Mr. Fernandez was elected to the Board of Directors at MRV at the Extraordinary General Meeting held on June 1, 2006 and has held the position since that time. He graduated from the Law School at Faculdade Milton Campos in 1981. He was also a founding member of the construction company Construtora Becker Cabaleiro in 1977, in addition to a founding member of Construtora CVG in 1986. He held the post of Vice-President of the Belo Horizonte Real Estate Chamber of Commerce, handling the relationship and dealings between construction companies and construction labor unions from 1999- 2002. Mr. Fernandez is a founding member of Banco Inter, a digital bank, in 1994 and sat on the Board up to 2020. He is the former Chairman-Director of LOG Commercial Properties SA, a commercial and industrial property developer, from its founding days in 2008 until December/2015. He has been a founding partner and major stakeholder in SANVICEL Mineração since 2010 and a founding member of MA CABALEIRO Properties since 2006.
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. 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.
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: Gol Linhas Aéreas Inteligentes S.A., CPFL Energia S.A., AEGEA Saneamento e Participações S.A., CSU Cardsystem S.A., Coimex Empreendimentos e Participações Ltda. and Vibra Agroindistrial S.A.
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.
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.
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 11 (eleven) 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).
He holds a degree in Civil Engineering from Universidade Presbiteriana Mackenzie in 1994, a postgraduate degree in Business Management from FIA-USP (Fundação Instituto de Administração), an MBA in Real Estate Business from FAAP (Fundação Alvarés Penteado), and a postgraduate degree in Business Management and Undertaking by USP (University of São Paulo). He worked at Gafisa S.A. from 1992 to 2005, with the last position as Construction General Manager. From 2005 to 2017, he worked at Even Construtora e Incorporadora, as Statutory Executive Director, creating and structuring the technical and sustainability area. He is a partner and founder of do.Construtora, a company specialized in construction for third parties, since 2017. He is currently Chief Production Officer at MRV Engenharia e Participações S.A.
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.
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 Business Management and accounting technician. He has several postgraduate courses in his field and an MBA in Controllership, Auditing and Taxes by Fundação Getúlio Vargas, with extension at Ohio University (2001 – 2002). Emphasis for his professional experience as Officer of the Military Police of Minas Gerais (1966-1974), Auditor of Arthur Andersen (1974-1978), Secretary of Finance of the City of Bom Despacho (1989 – 1990), and Controller.
Holds a degree in Economics from the Federal University of Minas Gerais UFMG, specializing in the Financial, Economic and Business areas. He has been the CEO of Celulose Nipo-Brasileira SA (CENIBRA) since September 2001. He has 42 years of experience in the financial area in public and private companies, having held the following positions: President of Intermedium bank, and Credicon from 1994 to 2001; President of Banco Agrimisa from 1988 to 1993, Vice President of Banco BEMGE from 1987 to 1988; Executive Director of the Financial Policy Council of the State of Minas Gerais from 1983 to 1985; Regional Manager, Sales Planning, Export at Companhia Siderúrgica Belgo-Mineira from 1967 to 1975. In addition to MRV, during his professional life, he worked for three other publicly traded companies, as follows: as Regional Manager, Sales Planning , of Exportation of Companhia Siderúrgica Belgo-Mineira from 1967 to 1975, as Vice President of Banco BEMGE from 1987 to 1988, and as President of Banco Agrimisa from 1988 to 1993.
MRV´s council established three internal support committees. These committees have the purpose of advising and proposing solutions to increase the effectiveness of the decisions. They are: Governance and Compliance Committee; Human Resources Comitee and Operations 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: Mr. Antônio Kandir, Ms. Betania Tanure de Barros, Mr. Eduardo Fischer Teixeira de Souza, Ms. Júnia Maria de Sousa Lima Galvão and Ms. Maria Fernanda Nazareth Menin.
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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, Mr. Marcos de Aguiar Morgado Horta, Ms. Maria Fernanda Nazareth Menin Teixeira de Souza Maia, Mr. Rafael Menin Teixeira de Souza and Mr. Rubens 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. Leonardo Guimarães Corrêa, Mr. Rafael Menin Teixeira de Souza, Mr. Rubens Menin Teixeira de Souza e Mr. Sinai Waisberg.
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The Innovation Committee must: (i) propose and guide studies of initiatives related to the Company’s innovation and digital transformation practices; (ii) coordinate strategies that contribute to the definition of new processes and businesses; (iii) ensure and disseminate the Company’s commitment to management based on innovation and sustainability; (iv) evaluate and monitor the continuous improvement of innovation practices, as a way of making processes related to new construction methods, products, services and partnerships viable; (v) issuing requests on situations of potential investment in innovation methods and techniques.
Members: Ms. Junia Maria de Sousa Lima Galvão, Mr. Rafael Menin Teixeira de Souza, Mr. Reinaldo Ferreira Sima, Mr. Rodrigo Martins de Resende, Mr. Rubens Menin Teixeira de Souza, Mr. Sílvio Romero de Lemos Meira, Mr. Thiago Corrêa Ely e Mr. Raphael Soares Paiva.
The Legal Committee is responsible for: (i) proposing studies related to crucial issues for the legal sector and coordinating the definition of process to handle policies; (ii) guide tax and corporate planning strategies; (iii) manage the strategy and monitor the relevant contractual operations; (iv) propose, evaluate and monitor the annual budget of the legal department; (v) ensure the constant improvement of the remuneration policy of the partner offices; (vi) ensure and share the Company’s commitment to management based on sustainability; (vii) issue recommendations on the annual goals of the legal department.
Members: Mr. Eduardo Fischer Teixeira de Souza, Mr. Guilherme Silva Freitas, Ms. Maria Fernanda Nazareth Menin Teixeira de Souza Maia, Mr. Raphael Rocha Lafetá e Mr. Rubens Menin Teixeira de Souza.
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. Leonardo Guimarães Corrêa, Mr. Pierre Carvalho Magalhães.
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 e Mr. Rafael Nazareth Menin Teixeira de Souza.
Members with no voting rights: Mr. Alex de Souza Medeiros
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. Leonardo Guimarães Corrêa, Mr. Rafael Nazareth Menin Teixeira de Souza, Mr. Ricardo Paixão Pinto Rodrigues e Mr. Rubens Menin Teixeira de Souza.