Management and Board of Directors

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Board of Directors

Member Title Date of Election Term of Office
José Seripieri Filho Sitting Member 04/29/2019 2020 Annual Shareholders Meeting

José Seripieri Filho - Mr. Seripieri began his career in business and showed immediate entrepreneurial acumen. In the late 1980s he began selling health plans and he opened and closed two businesses in this industry. Mr. Seripieri’s experience in the industry led to the formation of Qualicorp Consultoria e Corretora de Seguros de Vida e Saúde Ltda. in 1997, through which Mr. Seripieri introduced an innovative business model to make group adhesion health plans possible through partnerships with professional associations. This model was successful and became an industry standard. Mr. Seripieri is currently a member of the board of directors and CEO of Qualicorp Consultoria e Corretora de Seguros S.A.

Leonardo Porciúncula Gomes Pereira Chairman and Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Leonardo Porciúncula Gomes Pereira - Born on April 25, 1958, Mr. Leonardo Porciúncula Gomes Pereira is independent chairman of the Board of Directors of the Company. Graduated in Production Engineering from the Federal University of Rio de Janeiro in 1981 and in Economics from Universidade Cândido Mendes in 1986. He participated in the Transcultural Management Program - AOTS in 1986, in the Strategic Finance Program - IMD in 1997, in the Executive Development Program - Wharton Business School in 1998, in the Senior Executive Program at Columbia University in 2005 and in the Executive Programs at Singularity University in the US and of M&A at the London Business School in 2018. He was conferred an MBA degree from the University of Warwick, in England, in 1992. He worked for 13 years (from 1982 to 1995), in different positions, with Citibank in Brazil, Asia and the United States. In addition, he was Planning and Investor Relations Officer at Globopar, a communications company, from 1995 to 2000 and Vice-President of Finance and Investor Relations at Net Serviços, a telecommunications company, from 2000 to 2007. In 2007, he became CEO of Companhia Vale do Araguaia, a lumber company, a position he held until 2009 when he became Executive Vice President of Gol Linhas Aéreas. Mr. Leonardo Pereira also held the position of President of the Brazilian Securities and Exchange Commission (CVM) from 2012 to 2017.

Raul Rosenthal Ladeira de Matos Sitting Member 04/29/2019 2020 Annual Shareholders Meeting

Raul Rosenthal Ladeira de Matos - Mr. Matos received a degree in industrial engineering from Faculdade de Engenharia Industrial (FEI). He received a Ph.D in production engineering and financial simulation from the University of Birmingham, England, and an M.Sc. from the University of Birmingham, England, and COPPE/UFRJ. Mr. Matos was president of Leasing, Financeira, Seguradora and of Cartão de Crédito Bozano, Simonsen/Meridional for four years. He was also chief operating officer of Banco Meridional/Bozano, Simonsen S.A. He served for 13 years (from 1996 to 2000) as the president of American Express Cartões de Crédito and Travelers Cheque e Banco, in Argentina/Cone Sul, Brasil e América Latina, respectively. Later, he served for four years as president of TVA and DirecTV, from 1996 to 2000. He was formerly a professor on the faculty of economics and management at Universidade de São Paulo and at Fundação Getulio Vargas-SP. In 1988 and 1995 he was elected one of the executives of the year by the Brazilian Exame business magazine. Mr. Matos is currently a member of the board of directors of Copebrás-Anglo American ad Group and JMacedo. Mr. Matos is currently a member of our Board of Directors.

Alexandre Silveira Dias Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Alexandre Silveira Dias - Mr. Dias is Senior Partner and Member of the Investment Committee of Victoria Capital Partners, an independent private equity firm focused on South America. Previously, Mr. Dias served as CEO of various companies such as Anhanguera Educacional Participações S.A. - today part of Kroton Educacional S.A. - Google in Brazil and DIRECTV in Argentina, Uruguay and Peru. At DIRECTV Group, Mr. Dias had also served in functions of financial planning, business development, and sales & marketing, as Executive Director at SKY Brasil. Mr. Dias had also worked as a management consultant for McKinsey & Company in Brazil, Argentina, and Mexico, focused on financial institutions and telecom industries across the region. His previous experience also includes Robertson Stephens in USA (Technology M&A), Credit Suisse (Private Equity) and Arthur Andersen (Audit), both in Brazil. He acted as Chairman of Damásio Educacional S.A. and is Chairman of Elemidia S.A., Board Member of South American Lighting Participações S.A. - controlling shareholder of FLC Lâmpadas -, Board Member of Oncoclínicas S.A. . Mr. Dias graduated with a degree in Civil Engineering from Universidade Estadual de Campinas (UNICAMP) and received an M.B.A from The UCLA Anderson School of Management.Currently Mr. Dias is an independent member of our Board of Directors and also of the Auditing Committee.

Wilson Olivieri Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Wilson Olivieri - Mr. Olivieri received a degree in business administration by United Metropolitan Faculties - FMU and a master’s degree in Finance from New York University and from Fundação Getúlio Vargas - FGV. He was Financial and Administrative Director of Fidelity BPO and Fidelity Processadora de Cartões from 2005 to 2009. He was responsible for the financial and operating field for Medial Saúde S.A. from 2001 to 2004, EBX Brazil SA (listed company) in 2000, Pagenet from 1996 to 2000, PepsiCo (Elma Chips and Pizza Hut) from 1989 to 1995 and Philip Morris from 1982 to 1988, among others. From 2009 to 2015 he was Chief Financial Officer and Investor Relations Director. Currently Mr. Olivieri is a member of our Board of Directors and chairman of the Auditing Committee.

João Cox Neto Independent Member 04/29/2019 2020 Annual Shareholders Meeting

João Cox Neto - The main professional experiences of Mr. João Cox Neto in the last five years are: (i) Embraer S.A., member of the Board of Directors, since 2011. Main activity of the company: Aeronautical; (ii) Estácio Participações S.A .: Member of the Board of Directors since 2010 and Chairman of the Board of Directors since 2016. Main activity of the company: Education; (iii) Linx S.A .: Member of the Board of Directors, since 2015. Main activity of the company: Software; (iv) OTP: Member of the Board of Directors, since 2015. Main activity of the company: Concessionaire of roads, airports and ports services; (v) Cox Investments & Advisory: Partner, since 2005. Main activity of the company: Investments and consulting; (vi) Braskem S.A .: Member of the Board of Directors, since 2016. Main activity of the company: Manufacture of petrochemical products. Mr. João Cox Neto does not hold management positions in other companies or in third-sector organizations. Academic degree: B.S. degree of Economics from Universidade Federal Bahia, in 1983. He completed his graduate studies in economics at Université du Québec à Montréal and at the College of Petroleum Studies of Oxford University. The Company declares that it is not aware of any of the following events that have occurred during the last 5 years: (i) any criminal conviction, even though not final and non-appealable, indicating the stage in which it is in the process; (ii) any conviction in an administrative proceeding of the CVM and the penalties applied, even though not final and non-appealable, indicating whether appeals have been filed against the corresponding proceedings with the Board of Appeals of the National Financial System; (iii) any final and non-appealable judgment, in the judicial or administrative sphere, that has suspended or disqualified him for performing any professional or business activity: Mr. João Cox Neto declared to the Company that he is not a politically exposed person, as defined in the applicable regulations.

Rogério Paulo Calderón Peres Independent Member 04/29/2019
2020 Annual Shareholders Meeting

Rogério Paulo Calderón Peres - Mr. Rogério Paulo Calderón Peres, 56 years old, recieved a degree in Business from Fundação Getúlio Vargas - FGV and Accounting from University Paulo Eiró - FAPEI. He also recieved a master’s degree in strategy, finance and corporate governance from the Universities of Western Ontario, Princeton e Harvard. Today Mr. Peres is a member of the Board of Directors at Alupar S.A., a electric power transmission company, and member of the Auditing Committee from Itaú Unibanco Holding S.A. and B3 S.A. His previous professional career includes the Latin American CFO positions of the HSBC bank (and a member of the HSBC Finance World Board); Director of Corporate Control, Investor Relations and CFO of the Itaú Unibanco S.A. International operations; Executive Director of Finance and Investor Relations of Unibanco S.A .; Vice President of Administration and Finance of Bunge Fertilizantes S.A .; and PwC‘s audit and consulting professional, being 10 years as a partner. In addition to academic participation as a professor and departmental advisor (CFC - Accounting, Finance and Control) at the School of Administration of the State of São Paulo of Fundação Getúlio Vargas - EAESP / FGV. Mr. Peres is an effective member of our Board of Directors.

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Statutory Executive Officers

Member Title Date of Election Term of Office
José Seripieri Filho CEO 05/08/2019 2020 Annual Shareholders Meeting / RCA after ASM of 2020

José Seripieri Filho - Mr. Seripieri began his career in business and showed immediate entrepreneurial acumen. In the late 1980s he began selling health plans and he opened and closed two businesses in this industry. Mr. Seripieri’s experience in the industry led to the formation of Qualicorp Consultoria e Corretora de Seguros de Vida e Saúde Ltda. in 1997, through which Mr. Seripieri introduced an innovative business model to make group adhesion health plans possible through partnerships with professional associations. This model was successful and became an industry standard. Mr. Seripieri is currently a member of the board of directors and CEO of Qualicorp Consultoria e Corretora de Seguros S.A..

Grace Cury de Almeida Gonçalves Tourinho CFO and IRO 05/08/2019 RCA after ASM of 2020

Grace Cury de Almeida Gonçalves Tourinho - Born in 1965, she has a degree in Economic Sciences from Faculdade Católica de Salvador and an MBA from IBMEC - São Paulo. She started her career in Price Waterhouse of Brazil and Portugal from 1986 to 1994, and worked for OPP Petroquímica / Braskem, a company of the Odebrecht Group, from 1996 to 1998, in the area of US GAAP. From 1998 to 2005, she worked at the controllership of Companhia de Bebidas das Américas AmBev. From 2005 to June 2008, she served as controller of Kimberly Clark Brazil. From July 2008 to September 2012, she became Chief Financial and Investor Relations Officer and subsequently General Manager in Brazil of T4F Entretenimento S.A. From November 2012 to November 2014, she has held the position of General Manager of UFC - Brazil. Currently Mrs. Grace is our CFO and IRO.

Fabian Rocha Chief Legal Officer 05/08/2019 RCA after ASM of 2020

Fabian Rocha - Mr. Fabian Rocha has a degree in Law by Universidade Paulista (1999), specialist in Tax Law by Instituto Brasileiro de Direito Tributário - EBDT (2000) and Contracts Law by Escola de Direito do Instituto Internacional de Ciências Sociais - IICS (2012). Worked int he tax area as tax consultant in Thomson/IOB until 2004, year he became part of our staff. Acted as Law manager between August, 2011 and September, 2013 and as Legal Superintendent from October, 2013 to 2018, responsible for coordination and supervision of M&A, Corporate Affairs, Contracts, Regulatory and Civil practices and responsible for legal teams management related to such practices, as well as, advising the Company‘s Board of Executive Officers on legal, administrative and judicial matters. Chief Legal Officer since July, 2018.

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Committees

Description Members Title
Auditing Committee Wilson Olivieri
Rogério Paulo Calderón Peres
João Cox Neto
Chairman
Sitting Member
Sitting Member
Compensation Committee Raul Rosethal Ladeira de Matos
José Seripieri Filho
Leonardo Porciúncula Gomes Pereira
Chairman
Sitting Member
Sitting Member
Corporate Governance Committee Rogério Paulo Calderón Peres
Henrique Nelson Calandra
Wilson Olivieri
Chairman
Sitting Member
Sitting Member

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Fiscal Council

Member Title Date of Election Term of Office
Eduardo Rogatto Luque Sitting Member 04/29/2019 2020 Annual Shareholders Meeting

Eduardo Rogatto Luque - Mr. Eduardo Rogatto Luque holds a bachelor‘s degree in Accounting from the Pontifícia Universidade Católica de São Paulo (PUC-SP), a Master‘s Business Administration (MBA) in Controllership from the Universidade de São Paulo (USP) and graduated from APG Senior Program, directed to leadership in management positions by Amana-Key - São Paulo. Brazilian Public Accountant with registration with the Securities and Exchange Commission (CVM) and Certified Public Accountant (CPA) by the State of California, USA. He developed his professional career at Price Waterhouse do Brasil (consulting company) during the period from 1989 to 2016, including 13 years as a partner, during the period from 2004 to 2016. Since August 2016 he has been the leader of the Quality and Technician Committee areas from Irko Organização Contábil Ltda. (consulting and accounting company). He is an effective member of the Tax Councils of the Zerrenner Foundation (Ambev Foundation) and of Itaú S.A. (signature of the term of tenure on 05/10/2019). He is also a member of the Institute of Independent Auditors of Brazil (IBRACON). Qualified auditor with the CVM‘s National Certificate of Independent Auditors (CNAI). Member of California AICPA (CALAICPA). Member of the Brazilian Institute of Corporate Governance (IBGC). Member of the Brazilian Institutes of Accounting (CRC and CFC). Director of Strategy of ABRAPSA - Brazilian Association of Administrative Service Providers.

Jacqueline Ribeiro Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Jacqueline Ribeiro - Ms. Jacqueline Ribeiro has 33 years of experience in the financial and administrative area in multinational and national companies, having worked as a manager in financial planning, controlling, tax, accounts payable and receivable, costs, human resources and treasury. She has solid experience in preparing the Financial Statements in IFRS and publication of Balance Sheets. Between 1986 and 1992, he worked as Cost and Budget Analyst at Enge-Rio, Engenharia e Consultoria S.A. (engineering company) from 1992 to 1994 as Senior Accounting Analyst at Hiram Walker Brasil Ltda. (beverage company) between 1994 and 1995 as Sub-Accountant of Turner International of Brasil Ltda. (media company) between 1995 and 1998 as Accountant of Allied Domecq Brasil Ltda. (beverage company) between 1998 and 2006 as Accounting and Fiscal Manager of Reader‘s Digest Brasil Ltda. (news company), between 2006 and 2009 as Accounting Manager of Marine System of Brasil Ltda. (oil and gas company) between 2009 and 2011 as Controller of LLX Minas Rio Comercial e Exportadora S.A. (company of the logistics sector), between 2011 and 2013 as Controller of Duke Energy Geração Paranapanema S.A. (company of the engineering sector ), from 2013 to 2015 as Controller of ERB-Energias Renováveis ​​SA (company of the energy generation sector), and from 2015 as Controller of Moinho Paulista S.A. (food company).

Flavio Stamm Sitting Member 04/29/2019 2020 Annual Shareholders Meeting

Flavio Stamm - Since 1992, Mr. Flavio Stamm has served on Boards of Directors and Fiscal Council, and has provided consulting and advisory services in the administrative, financial, corporate, tax and audit areas. He is a partner of Stamm & Stamm Consultoria Empresarial Ltda. and member of Brazilian Institute of Corporate Governance - IBGC. He is a member of the Fiscal Council of Telefônica Brasil S.A., a telecommunications company (since March 2007). Chief Fiscal Counselor at Companhia Industrial Cataguases, textile sector; Alternate Fiscal Counselor at Richard Saigh Indústria e Comércio S.A., food industry; Fiscal Member of the Usina São Manoel S.A., sugar and alcohol industry; Deputy Fiscal Counselor at Raia Drogasil S.A., pharmaceutical retail sector. He was Fiscal counselor and substitute at Bombril S.A., hygiene and domestic cleaning sector; Member of the Fiscal Council of Sonopress Rimo Indústria e Comércio Fonográfica S.A, sound industry; Board Member of Tereos Internacional S.A., sugar and alcohol industry; Full and alternate Fiscal Counselor of the OnLine Universe S.A., computer sector; Chief Fiscal Officer of Aquarius Energética S.A., energy sector; Fiscal Counselor of Estância S.A., sugar and alcohol industry; Fiscal Council Member of CASP S.A., agribusiness sector; Fiscal Member of the Energia Energia S.A., energy sector; and Fiscal Council Member of CEMAT S.A., energy sector.

Gilberto Lerio Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Gilberto Lerio - Mr. Gilberto Lerio has wide professional experience in the areas of Tax Consulting, Administrative, Business, Accounting and Auditing and several Corporate Governance Projects. He is a member of IBRACON and CRC-SP. He has worked for several years as auditor and consultant, as well as in projects of demerger and incorporation of companies and monitoring the investments / interests of Brazilian and foreign shareholders. He also acted as a consultant in the administrative, ficsal and tax areas. He has been an additional member of the Fiscal Council of Telefônica Brasil S.A. (telecommunications company) since 2007; member of the Regional Accounting Council - SP, Lerio & Zacaner Auditors since 2004, Revisora ​​Paulista Contabilidade (audit sector) since 1975, the Fiscal Council of Raia Drogasil S.A., since 2007 (pharmaceutical retail sector) and Member of the Board of Directors of Plastifluor (civil construction sector).

José Ronaldo Vilela Rezende Sitting Member 04/29/2019 2020 Annual Shareholders Meeting

José Ronaldo Vilela Rezende - Mr. José Ronaldo Vilela Rezende holds a degree in Accounting Sciences from UNA - Belo Horizonte, a postgraduate degree in Financial Administration from Fundação Dom Cabral - Belo Horizonte, a Master‘s Degree in Agroenergy from Fundação Getúlio Vargas - São Paulo. In the last 5 years, he has held the following positions: (i) risk management partner of PricewaterhouseCoopers Brasil from 2005 to 2011; (ii) leader of the agribusiness industry of PricewaterhouseCoopers in Brazil (from 2006 to 2014) and in Americas (from 2009 to 2014); (iii) responsible partner at PricewaterhouseCoopers Brasil for Risk Assurance Services (RAS), which are process auditing and system practices, since 1998. Member of the auditing committee of Cerradinho Bioenergia S.A., since September, 2016; of the audit committee of Diagnósticos da América S.A. - DASA, since April, 2017; of the fiscal council of AMBEV S.A. (beverage company) and fiscal counselor certified by the Instituto Brasileiro de Governança (IBGC).

Jorge Sawaya Junior Independent Member 04/29/2019 2020 Annual Shareholders Meeting

Jorge Sawaya Junior - Graduated in Accounting and Economics and Master of Business Administration (MBA) course from Fundação Getúlio Vargas. He worked as director of the Deals group at Price Waterhouse do Brasil (consultancy company) in São Paulo for 40 years, accumulating experience in the areas of Assurance and Mergers and Acquisitions (M&A). Provided financial and operational due diligence services, accounting and tax structuring, post-merger integration, among others in the last 30 years, participated in more than 1000 projects. In addition, he engaged in mergers and acquisitions providing services to national and international clients, both strategic and financial buyers and sellers, in Brazil and abroad. Such transactions range from $10 million to more than $1 billion, in multiple industries, such as consumer products, retail, analytical laboratories, hospitals, university education, technology companies and service providers in general, among others. Member of the Associação Brasileira de Venture Capital (ABVCAP) and currently attend meetings with the Instituto Brasileiro de Governança Corporativa (IBGC).


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