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Board of Directors, Management, Committees and Forums
The Board shall have at least seven (7) and at most twelve (12) members, elected by the Shareholders’ Meeting for a joint term of two (2) years, with re-election permitted. At least two (2) members of the Board of Directors or twenty percent (20%) of all members of the Board Members, whichever number is higher, must be Independent Board Members, as set forth in Novo Mercado’s Rules. The members elected through the option provided for in Article 141, Paragraphs 4 and 5 and Article 239 of the Brazilian Corporation Law will also be considered Independent Board Members.
The positions of Chairman of the Board of Directors and of Chief Executive Officer or main executive of the Company may not be accumulated by the same person.
The Charter of the Board of Directors provides on the structure, powers & duties, operating rules, responsibilities, as well as the measures to be adopted in situations of conflict of interest. The Charter in force was approved at a meeting of the Board of Directors held on March 2nd, 2023.
The powers & duties of the Board of Directors are set forth in article 19 of the Company’s Bylaws and article 2.4 e of the Charter of the Board of Directors.
The participation rate in meetings from all members of the Board of Directors is currently 100%.
Charter of the Board of Directors
Cielo’s Board of Directors composition:
Members of the Board of Directors | Age And Date Of Bird | Position | Election Date | End of The Term Office | Time of the director On The Board Of Directors Since His First Election |
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Aldo Luiz Mendes | 64 years old (October 13, 1958) |
Director | April 30, 2024 | up to the 2026 ASM | 5 years |
Independent member of the Board of Directors of Cielo S.A. (since February 1, 2018) and Coordinator of the Audit Committee and ad hoc member of Cielo S.A.’s Corporate Governance Committee. Member of Cielo S.A.’s Innovation Forum. |
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Carla Nesi | 51 years old (August 19th, 1971) |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). |
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Cassiano Ricardo Scarpelli | 55 years old (July 28, 1968) |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Company name: Cielo S.A. – Payment Institution. Sector of activity: Means of payment; Position: Member of the Board of Directors. Whether the company is part of (i) the Company’s economic group or (ii) is controlled by a shareholder of the Company who holds, directly or indirectly, 5% or more of the same class or type of security of the Company: The company is the issuer. |
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Fernando José Costa Teles |
55 years old |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Independent member of the Board of Directors of Cielo S.A. (since April 27, 2022) and Coordinator of the Finance Committee, member of the Sustainability Committee, and ad hoc member of the Corporate Governance Committee of Cielo S.A. |
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Francisco Augusto da Costa e Silva | 74 years old (September 6, 1948) |
Director | April 30, 2024 | up to the 2026 ASM | 15 years |
Independent Member of the Board of Directors of Cielo S.A. (since September 22, 2008) and Coordinator of the Corporate Governance and People and Remuneration Committees of Cielo S.A. |
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José Ramos Rocha Neto | 54 years old (December 8th, 1968) |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). |
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José Ricardo Sasseron | 67 years old (March 17, 1956) |
Director | April 30, 2024 | up to the 2026 ASM | 2 years |
Member of the Board of Directors of Cielo S.A. (since June 28, 2023). Mr. José Ricardo Sasseron has a degree in History from the University of São Paulo (USP). He served as Director at Previ (Pension Fund of Banco do Brasil Employees), in addition to have held the position of Deliberative Counselor of the Entity. Mr. Sasseron also served as Administration Counselor of Vale and of Fras-le. He was a member of the National Council of Supplementary Pension (CNPC) and President of the National Association of Pension Fund Participants and Beneficiaries of Self-Management Health Plans (AVAPAR). Currently, Mr. José Ricardo Sasseron is the Chief Government Affairs and Corporate Sustainability Officer at Banco do Brasil. |
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Luiz Gustavo Braz Lage | 56 years old (11/10/1966) |
Member | April 30, 2024 | up to the 2026 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. (since October 25, 2023). Holds a degree in Accounting and Business Administration from PUC-MG and an Executive MBA in Finance from IBMEC and an MBA in International Business from FIPECAFI/USP. He has Executive Education – AMP-Advanced Management Program by IESE – Business School. From 2021 to 2023, he held the position of Director of Cooperforte. From 2009 to 2017, he was Commercial Director at Brasilveículos Cia de Seguros and, at Grupo Segurador Banco do Brasil and Mapfre, was Director and General Director of Risks, Actuarial, Internal Controls, Governance and Legal. Prior to that, from 2004 to 2009, he held the position of Credit Officer at BB. In addition, he is currently the Vice President of Agribusiness and Family Farming at Banco co Brasil. |
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Marcelo de Araújo Noronha | 57 years old (August 10, 1965) |
Director | April 30, 2024 | up to the 2026 ASM | 12 years |
Member of the Board of Directors of Cielo S.A. (since May 3, 2011). Member of Cielo S.A.’s Innovation Forum. |
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Marisa Reghini Ferreira Mattos | 43 years old (August 4th, 1979 |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. – Instituição de Pagamento (since May 31, 2023). Solid professional experience in the financial sector. Ferreira Mattos holds a degree in Information Systems from Universidade Estadual Paulista (UNESP), an MBA in Software Engineering and IT Governance, and a post-graduate degree in Business Management. Additionally, she has participated in Executive Programs from Insper and has undergone training for Board Members and Corporate Governance from IBGC. Ferreira Mattos is an employee at Banco do Brasil, where she has built a successful career in technology. Currently, she serves as the Vice-President of Technology. |
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Regina Helena Jorge Nunes | 57 years old (October 04, 1965) |
Director | April 30, 2024 | up to the 2026 ASM | 1 year |
Independent member of the Board of Directors of Cielo S.A. (since April 27, 2022) and Coordinator of the Risk Committee, Coordinator of the Sustainability Committee, and ad hoc member of the Corporate Governance Committee of Cielo S.A. |
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Túlio Xavier de Oliveira | 43 years old (February 02,1981) |
Director | July 31, 2024 | up to the 2025 ASM | 1 years |
Mr. Túlio Xavier de Oliveira holds a degree in Electrical Engineering from the State University of Campinas – UNICAMP and an MBA in Strategic Management, Economics, and Finance from the University of Chicago |
*The board member elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.
This item presents the classification of the members of our Board of Directors
in relation to the independence criteria. The matrix below indicates the
parameters used for each Cielo Board member to be considered independent in
accordance with the definitions and criteria adopted by the Dow Jones
Sustainability Index (DJSI) of the New York Stock Exchange and the Novo Mercado
Regulation of B3 – Brazil, Bolsa, Balcão SA.
Article 15, §1 of Cielo’s Bylaws provides that at least 2 (two) or 20% (twenty
percent), whichever is greater, of the members of its Board of Directors must be
Independent Directors, as defined in the Regulation of the Novo Mercado.
DJSI | ||||||||||||
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Name of the Board of Directors Member | Aldo Luiz Mendes | Carlos Motta dos Santos | Eurico Ramos Fabri | Ênio Mathias Ferreira | Fernando José Costa Teles | Francisco da Costa e Silva | Francisco José Pereira Terra | José Ricardo Fagonde Forni | Marcelo de Araújo Noronha | Marco Aurélio Picini de Mour | Regina Helena Jorge Nunes | Vinícius Urias Favarão |
Chairman | Vice Chairman | |||||||||||
Independent according to the DJSI | X | X | X | X | X | X | ||||||
The member must not have been employed by the company in an executive role in the last five years. |
X | X | X | X | X | X | ||||||
The member shall not accept or have a “family member who accepts payments from the company or any parent company or subsidiary of the company in excess of US$60,000 during the current business year or in the last three business years”, except those permitted by the SEC Rule 4200. |
X | X | X | X | X | X | ||||||
The member must not be a member of the family of an individual who is or has been employed as an executive director during the last three years by the company or by any parent or subsidiary of the company. |
X | X | X | X | X | X | ||||||
The member should not be (and should not be affiliated with a company that is) a consultant of the company or any member of the senior management of the company. |
X | X | X | X | X | |||||||
The member should not be affiliated with a significant customer or supplier of the company. |
X | X | ||||||||||
The member must have no personal service contract with the company or a member of the senior management of the company. |
X | X | X | X | X | X | ||||||
The member must not be affiliated with a non-profit organization that receives significant contributions from the company. |
X | X | X | X | X | |||||||
The member must not have been a partner or employee of the company’s external auditor during the past three years. |
X | X | X | X | X | |||||||
The member must not have any other conflict of interest whereby the board itself determines that he/ she cannot be considered independent. |
X | X |
B3’s NOVO MERCADO LISTING REGULATION | ||||||||||||
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Name of the Board of Directors Member | Aldo Luiz Mendes | Carlos Motta dos Santos | Eurico Ramos Fabri | Ênio Mathias Ferreira | Fernando José Costa Teles | Francisco da Costa e Silva | Francisco José Pereira Terra | José Ricardo Fagonde Forni | Marcelo de Araújo Noronha | Marco Aurélio Picini de Mour | Regina Helena Jorge Nunes | Vinícius Urias Favarão |
Chairman | Vice Chairman | |||||||||||
Independent according to the Novo Mercado | X | X | ||||||||||
The member is not a direct or indirect controlling shareholder of the company. |
X | X | X | X | X | X | ||||||
The exercise of the member’s voting rights at meetings of the board of directors is not bound by a shareholders’ agreement that has matters related to the company as its object. |
X | X | ||||||||||
Is not a spouse, partner or relative, in direct or collateral line, up to second degree of the controlling shareholder, a company director or a director of the controlling shareholder. |
X | X | X | X | X | X | ||||||
The member has not, in the last 3 (three) years, been an employee or director of the company or its controlling shareholder. |
X | X |
Cielo’s Board Nomination Policy requires that each Director is recognised as a person of the highest integrity and standing, both personally and professionally. Each Director must be ready to devote the time necessary to fulfil his or her responsibilities to the Company
Each Director should have demonstrable experience, skills and knowledge which enhance Board effectiveness and will complement those of the other members of the Board to ensure an overall balance of experience, skills and knowledge on the Board. The Board requires a broad range of skills to ensure balanced and effective decision making. To support this, the skills matrix has been developed to meet the evolving needs of the Company, enabling to map the current skills and experience of the Board and to link to Cielos’ strategy. The skills matrix will continue to support the approach to succession planning in the future, providing an objective assessment of the Board’s skills and experience, and what additional elements may be required to support the Company’s strategic objectives.
The average attendance of the members at the meetings of the Board of Directors of Cielo in the last fiscal year (2022) was of 98.5%.
The minimum mandatory attendance, as provided by article 3.1., (D) of the Board of Directors’ Internal Regulations, is an attendance of 75% (seventy-five percent) considering all the meetings of the Board of Directors.
The average length of permanence of members on the Board of Directors is 6.3 years (1).
(1) In order to calculate this metric, we account for the average period of all currently elected members of the Board of Directors.
The Company’s Bylaws establishes the possibility of installing a Fiscal Council, an independent body that supervises the Board of Directors and Board of Executive Officers, operating on a non-permanent basis.
Currently, the Company has a Fiscal Council which was installed on the Annual and Extraordinary Shareholders’ Meeting held on March 6, 2023.
Pursuant to Article 25 of the Company’s Bylaws, the Fiscal Council, when installed, will have at least three (3) and at most five (5) sitting and alternate members, in equal numbers. The members will be elected at the Shareholders’ Meeting, and the respective terms of office will end at the Annual Shareholders’ Meeting held after their election.
The Fiscal Council’s Charter regulates the Fiscal Council’s structure, operation, powers, duties, and responsibilities, as well as its relationship with the Company’s other corporate bodies, subject to the provisions of Chapter V of the Company´s bylaws, the applicable law, and good corporate governance practices. The Charter’s current wording was approved at a meeting of the Fiscal Council held on May 21, 2020.
The Fiscal Council’s responsibilities are provided in Article 2.7 of the Fiscal Council’s Charter,as follow: (a) overseeing (by any of its members) the management’s work and verifying the compliance with its legal and statutory duties; (b) issuing an expert opinion on the Management’s annual report, including additional information deemed necessary or useful for resolution at the Shareholders’ Meeting; (c) issuing an expert opinion on the management’s proposals to be submitted to the Shareholders’ Meeting, regarding changes to the share capital, issuance of debentures or subscription bonuses, investment plans or capital budgets, distribution of dividends or interest on shareholders’ equity, transformation, incorporation, merger or spin-off; (d) denouncing (by any of its members) to the Management bodies and, if they do not take the necessary measures to protect the Company’s interests, denouncing to the Shareholders’ Meeting, errors, frauds or crimes found and suggest useful measures to the Company; (e) call the Annual Shareholders’ Meeting, if the Management delay this call for more than one (1) month, and the Extraordinary Shareholders’ Meeting, due to serious or urgent reasons, including in the Shareholders Meetings’ agenda the matters deemed necessary; (f) evaluating, every quarter, the balance sheet and other financial statements prepared by the Company, along, as applicable, with the Management’s report and the report from the independent auditors, even requesting their presence at the Fiscal Council’s meetings to provide any clarifications related to the documents to be considered; (g) assessing the Company’s half-year and annual financial statements and issuing an expert opinion on them, along , as applicable, with the report from the independent auditors, even requesting their presence at the Fiscal Council’s meetings to provide any clarifications related to the documents to be considered; (h) performing the duties described in items (a) to (g) above during the Company’s liquidation, given the special provisions regulating the mentioned ; (i) assessing the technical feasibility study to realize deferred tax assets; (j) meeting with the Audit Committee to assess mutual responsibilities and identify relevant operating areas; (k) resolving on the annual calendar of ordinary meetings of the Fiscal Council.
The current structure of the Fiscal Council is as follows:
Members of Fiscal Council | Age/Birth date | Title | Date of election | Date of term of office |
---|---|---|---|---|
Analaura Neves de Morais Gontijo | 42 (February 14, 1982) |
Sitting Member | April 30, 2024 | up to the 2025 ASM |
Barbara Favero dos Santos Bosi | 46 (December 09, 1977) |
Alternate Member | April 30, 2024 | up to the 2025 ASM |
Cristiane do Amaral Mendonça | 43 (July 10, 1980) |
Sitting Member | April 30, 2024 | up to the 2025 ASM |
Cristiano Leonel Correa | 45 (December 29, 1978) |
Alternate Member | April 30, 2024 | up to the 2025 ASM |
Eduardo Ramos da Silva | 38 (January 02, 1986) |
Alternate Member | April 30, 2024 | up to the 2025 ASM |
Fabiana Pinto Fonseca | 48 (Jul7 27, 1975) |
Alternate Member | April 30, 2024 | up to the 2025 ASM |
Gisele Barbosa Pessoa | 44 (November 23, 1979) |
Sitting Member | April 30, 2024 | up to the 2025 ASM |
Herculano Anibal Alves | 71 (February 27, 1953) |
Sitting Member | April 30, 2024 | up to the 2025 ASM |
Marcos Aparecido Galende | 57 (May 09, 1967) |
Sitting Member | April 30, 2024 | up to the 2025 ASM |
Patrícia Soares Martil | 50 (March 19, 1974) |
Alternate Member | April 30, 2024 | up to the 2025 ASM |
The Board of Executive Officers is composed of, at least, two (2) and at most, eleven (11) members, being one (1) Chief Executive Officer, one (1) Investor Relations Officer and up to nine (9) Officers without specific designation, elected by the Board of Directors, with two-(2) year term of office, and reelection is authorized, pursuant to its Charter. The Officers may accumulate positions, according to deliberation of the Board of Directors.
The Company currently has eigth (8) Executive Officers, being one (1) CEO, one (1) Investor Relations Officer and six (6) Officers without specific designation.
The Board of Executive Officers is composed of eigth (8) statutory officers.
Below, current structure of the Board of Executive Officers:
Members of Executive Officers | Age | Title | Date of Election | End of Term of Office |
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Adriana Paula Garbim De Barros | 51 | Executive Vice President | 05/21/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice President Commercial SMB and Long Tail |
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Carlos Eduardo Domingues Alves | 48 | Executive Vice President | 05/29/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice President of Technology and Business since February 2023. |
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Eduardo Wemelinger Lemos | 42 | Executive Vice President | 05/21/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice President of Operations and Service |
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Estanislau Mendes Llobatera Bassols | 48 | CEO | 05/29/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Mr. Estanislau Bassols was elected as Cielo’s CEO in September 2022. He holds a bachelor’s degree in Electrical Engineering from the Engineering School of the University of São Paulo (POLI-USP) , with an Executive MBA from TRIUM Global, as well as an MBA in Business Management from FIA and another in Finance from IBMEC. Estanislau held executive positions – including as CEO, C-Level positions or Board member – in relevant institutions in the market, such as Telefonica, VR, Sky, Boticário, Wine and GPTW. His last position was Country Manager for Mastercard Brazil, one of the main payment companies in the the world, with the challenge to go beyond cards, focusing on digitalization of payments and in new lines of revenue, like Advanced Analytics, Cybersecurity, Consulting and Loyalty Programs. He also focused on exploring important growth avenues with fintechs and new methods of payment, like B2B, business with governments, solutions for urban mobility, real-time payments, Cross Border, Open Finance and others. |
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Filipe Augusto dos Santos Oliveira | 38 | CFO and IRO | 05/29/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice President of Finance and Investor Relations Officer since March 2022. |
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Louangela Bianchini da Costa Colquhoun | 55 | Executive Vice President | 05/29/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice-President of Legal and Government Relations since February 2023 |
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Patricia da Costa Cerqueira Passos | 46 | Executive Vice President | 07/17/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Ms. Patricia Passos holds a degree in Accounting from the Universidade Federal da Bahia (UFBA), with an MBA in Business Management from Fundação Getúlio Vargas (FGV). She has solid experience in the payments industry, having worked for over 26 years in Internal Audit in companies from different sectors, including retail and financial services. She began her career at Cielo in 2007, occupying, in her last position, the role of Executive Superintendent of Audit, with a fundamental part in Cielo’s transparency, compliance and operational effectiveness | ||||
Renata Andrade Daltro dos Santos | 48 | Executive Vice President | 05/29/2024 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2026 |
Executive Vice President of Commercial Large Accounts since November 2020.
Mrs. Daltro holds a Bachelor’s Degree in Business Administration from DeVry Educacional do Brasil, with an Executive MBA in Marketing from the University of São Paulo and extension courses from Business School São Paulo – BSP and Harvard Business School. She has over 22 years of experience in the financial services industry, working in several companies, such as: Citibank, Alelo and Interfile, acting in commercial areas and focusing on Key Accounts, with emphasis on her roles in CRM, digital transformation and customer segmentation projects. |
*The Director elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.
Charter Of The Statutory Executive Board
The Company currently has the following committees: (i) Audit Committee; (ii) Risks Committee; (iii) Finance Committee; (iv) Corporate Governance Committee; (v) Personnel and Remuneration Committee; (vi) Sustainability Committee.
The Audit Committee, whose charter in effect was approved at the Board of Directors meeting held on December 14, 2022, is a permanent statutory body, which aims at advising the Board of Directors independently in relation to the Board of Executive Officers and other Company’s professionals.
Pursuant to Paragraph 1, Article 27 of the Company’s Bylaws, it shall be incumbent upon the Committee: (i) to ensure the quality and entirety of the Company’s financial statements; (ii) ensure the compliance with legal and regulatory requirements; (iii) ensure the performance, independence and quality of works of the independent auditors and internal audit; (iv) discuss and monitor the audit plans and review the reports to be issued; (v) ensure the quality and effectiveness of internal control systems and the company’s risk management.
It shall also be incumbent upon the Committee to issue recommendations and opinions so that the Board of Directors may promote the supervision and accountability of the Executive Board, and the Internal Audit area may regularly perform its duties, as the independent auditors may evaluate the activities practiced by the Executive Board and Internal Audit, pursuant to Chapter 2 of the Audit Committee’s Charter.
Below, current structure of the Audit Committee:
Name | Age | Title | Date of Election | Expiration Date |
---|---|---|---|---|
Aldo Luiz Mendes | 64 | Independent Board Member and Independent Member, pursuant to BCB Resolution 130/2021 | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Ângela Beatriz de Assis | 57 | Independent Member, pursuant to BCB Resolution 130/2021 | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Jorge Andrade Costa | 60 | Independent Member, pursuant to BCB Resolution 130/2021 | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Paulo Henrique Andolhe | 55 | Independent Member, pursuant to BCB Resolution 130/2021 | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
The Risk Committee, whose effective charter was approved at the Board of Directors’ meeting held on February 25, 2022, aims at advising the Board of Directors, focused on the quality and efficiency of risk management and minimum equity requirements applicable to the Company, ensuring its business purpose and values in conformity with the following basic corporate governance principles: transparency, equity, accountability, and corporate responsibility.
In accordance with provisions of item 2.2 of the Company’s Risk Committee Charter, it shall be incumbent upon the Committee: (a) analyze and define its operational rules and submit them to the Board of Directors’ approval, which shall be compatible with the Company’s nature and complexity; (b) analyze and issue recommendations on the policies relating to risk management, business continuity, internal controls, compliance and minimum equity requirements applicable to payment institutions, as well as oversee compliance and guide the Company on the exceptions identified; (c) analyze and recommend, where applicable, proposals to revise the statement of risk appetite and tolerance, as well as risk management strategies, considering risk on an individual and integrated basis; (d) monitor the risk appetite levels set out in the statement of risk appetite and tolerance and its management strategies, considering risks on an individual and integrated basis, as well as the Board of Executive Officers’ compliance with these guidelines; (e) oversee the Officer’s performance to whom the responsibility for Risk Management, Internal Controls, and Compliance has been assigned; (f) analyze and monitor the works executed by internal and external audits relating to minimum equity requirements applicable to payment institutions and respective results; (g) analyze and issue recommendations, at least, yearly, on the stress test program, pursuant to prevailing laws, as well as the liquidity contingency plan to the Board of Directors; (h) analyze and issue recommendations, at least, yearly, on the equity adequacy plan to the Board of Directors; (i) use at its discretion, the work of experts on issues referring to this Committee’s competencies, without exempting from its responsibilities; (j) support the Board of Directors to promote and improve the risk culture; (k) position and report on a quarterly basis to the Board of Directors the evaluation of results relating to the risk management process, business continuity, internal controls, compliance and equity minimum requirements, as well as the level of adhesion of risk management structure to the applicable ruling instruments, enabling to the joint committee a broad and integrated overview of risk and its impacts; (l) comply with other responsibilities assigned by the Board of Directors, as long as these refer to the competencies outlined in this article.
Below, the Committee’s current structure:
Name | Age | Title | Date of Election | Expiration Date |
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Caroline da Costa Carvalho Moreira | 45 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Marcelo Henrique Gomes da Silva | – | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Marcelo Souza Ramos | 44 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Regina Helena Jorge Nunes | 57 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Valdecir Cícero de Souza | 41 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
The Finance Committee, whose charter in effect was approved at the Board of Directors meeting held on February 25, 2022, aims at advising the Board of Directors focused on the quality and efficiency of activities performed by the Company related to its financial management and its economic and financial performance, so that to ensure that these activities are conducted to protect and value the Company, ensuring its corporate purposes.
Pursuant to item 2.2 of the Company’s Finance Committee Charter, to sum up, it shall be incumbent upon the Committee, (i) to analyze and issue recommendations on the strategies, policies and practices adopted or to be adopted by the Company related to its performance area; (ii) to analyze, issue recommendations and monitor the Company’s annual plan of objectives and goals, the Company’s annual budget, as well as the financial statements and related information; (iii) to analyze and issue recommendations on investment and/or divestment proposals, loans and financing proposals and/or any funding operation and/or issue of credit instruments; (iv) to analyze, monitor and issue recommendations, where applicable, on the Company’s capital structure, indebtedness and cost; (v) to analyze and issue recommendations on the proposals for distribution of dividends and/or recording of capital reserves.
Below, current structure of the Finance Committee:
Name | Age | Title | Date of Election | Expiration Date |
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Celso Politi Filho | 44 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Fernando José Costa Teles | 55 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Janaína Storti Prandina | 39 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
The Corporate Governance Committee, whose charter in effect was approved at the Board of Directors meeting held on February 25, 2022, aims at advising the Board of Directors in order to ensure that the Company’s activities are conducted to protect and value the Company, by adopting the best corporate governance practices, ensuring the Company’s social objectives and values in conformity with the following basic corporate governance principles.
Pursuant to item II of the Company’s Corporate Governance Committee Charter , it shall be incumbent upon the Committee, to sum up, (i) to recommend adjustments and evolvements in the Company’s corporate governance practices, whenever it deems necessary; (ii) to monitor the compliance with the guidelines set forth in the Code of Ethics, “Novo Mercado” Listing Rules, Disclosure Policy of Material Act or Fact and Preservation of Confidentiality, Securities Trading Policy, as well as other policies and documents under the Company’s responsibility; (iii) to monitor the Company’s governance policies, observing the level of governance adopted and ensuring the effective adoption of the best practices.
It shall also be incumbent upon referred Committee to issue recommendations on potential conflict of interests between related parties whenever requested by the Board of Directors, or when it deems necessary. In this assumption, the Committee, exceptionally, shall be composed of, at least, two Independent Board members, and the second member shall be summoned to analyze the matter as ad hoc member of Committee, in replacement of Controlling Shareholders’ representatives.
Below, current structure of the Corporate Governance Committee:
Name | Age | Title | Date of Election | Expiration Date |
---|---|---|---|---|
Estanislau Mendes Llobatera Bassols | 48 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Francisco Augusto da Costa e Silva | 74 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Kátia Rodrigues Hessel Neves | – | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Marcio Antonio Chiumento | – | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
The Personnel and Remuneration Committee, whose charter in effect was approved at the Board of Directors meeting held on February 25, 2022, aims at advising the Board of Directors on the human resources strategies referring to the organizational development, planning and development of personnel, compensation and benefits of the Company’s employees and Management so that to align its practices with the market, aiming at attracting and retaining the best talents available in the market, as well as the continued development of the Company’s human resources.
Pursuant to item II of the Company’s Personnel Committee Charter, it shall be incumbent upon the Committee, to sum up, (i) to monitor the personnel policies adopted by the Company and advise the Board of Directors on the strategies, criteria, compensation levels and benefits of its employees and Management; (ii) to advise on the criteria to grant call option or share subscription to Management and employees of the Company and its subsidiaries; (iii) to issue recommendations on the organizational and personnel development strategies and key position succession plans.
Below, current structure of the Personnel Committee:
Name | Age | Title | Date of Election | Expiration Date |
---|---|---|---|---|
Francisco Augusto da Costa e Silva | 74 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Karine Etchepare Wernz | 52 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Vinicius Urias Favarão | 48 | Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
The Sustainability Committee, whose charter in effect was approved at the Board of Directors meeting held on May 25, 2022, aims at advising the Board of Directors on the performance of its duties related to sustainability, set out guidelines and corporate actions and conciliate economic development issues with social responsibility issues, ensuring a successful business in the long term, contributing to a healthy environment, a fair society and Brazil’s social and economic development.
Pursuant to item 2.2 of the Company’s Sustainability Committee Charter, it shall be incumbent upon the Committee: (i) to proposing and monitoring the execution of projects that improve the Company’s sustainability practices in the social, environmental, and economic dimensions, arising from the Strategic Sustainability Plan; (ii) to proposing the inclusion of the Company in national and international rankings and indexes referenced to corporate sustainability; (iii) to monitor the social, economic and environmental commitments undertaken by the Company; (iv) to participate in the drawing up of social and sustainable development reports evidencing the Company’s social and environmental performance; (v) to oversee the Company’s social, environmental and economic indicators; (vi) to evaluate the results of social and cultural projects sponsored by the Company.
Below, current structure of the Sustainability Committee:
Name | Age | Title | Date of Election | Expiration Date |
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Fernando José Costa Teles | 55 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Gabriel Maceron Santamaria | 37 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Marcelo Sarno Pasquini | 49 | Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Patrícia Quirico Coimbra | 55 | Sitting Member | 05/29/2024 | Undetermined |
Regina Helena Jorge Nunes | 57 | Independent Board Member and Sitting Member | 05/29/2024 | First Board of Directors meeting after 2026 Annual General Meeting |
Board of Executive Officers Advisory Forums
The Company currently has the following Forums: (i) Diversity Forum; (ii) Disclosure Forum; (iii) Ethics Forum; (iv) Innovation Forum;(v) Social and Cultural Investment Forum; (vi) Prices Forum; (vii) Privacy and Data Protection Forum; (viii) Products and Services Forum; (ix) Information Security and Fraud Prevention Manager Forum.
The Diversity Forum aims to advise the Executive Board on the Company’s practices already adopted or to be adopted regarding the diversity theme. The Diversity Forum is ruled by its own charter, approved on January 05, 2021.
The Disclosure Forum, whose current charter was approved at a Statutory Executive Board meeting held on October 28, 2020, aims to analyze and decide on the content of the information to be disclosed to the regulatory bodies of the capital market and stock exchange through material facts, notices to the market, notices to shareholders, and minutes of Board of Directors meetings, among others, as well as to formalize procedures for drafting information to be disclosed to the market, in order to assist the Statutory Executive Board in complying with the regulations of the Brazilian Corporate Law (Law 6404/76 and its corresponding amendments), the Brazilian relevant standards, and USA standards for registration and issuance of shares on USA stock exchanges.
The Ethics Forum, whose current charter was approved at a Statutory Executive Board meeting held on November 6, 2020, aims to assist the Statutory Executive Board in promoting legitimization, respect, compliance and improvement of the Company’s Code of Ethics.
The Innovation Forum, whose current charter was approved at a Statutory Executive Board meeting held on October 29, 2020, aims to advise the Executive Board and the Board of Directors, when necessary, in the activities performed by the Company related to the innovation topic, ensuring its social objectives and values in accordance with the basic principles of corporate governance.
The Social and Cultural Investment Forum, whose current charter was approved at a Statutory Executive Board meeting held on December 17, 2020, aims to evaluate and recommend the social, cultural, and sports projects, eligible for incentives law or private funding, for sponsorship and donations made by the Company, after approval by the Statutory Executive Board, as well as to monitor their execution and the results achieved.
The Pricing Strategy Forum, whose current charter was approved at a Statutory Executive Board meeting held on December 28, 2020, aims to advise the Executive Board on matters related to the pricing of the Company’s products and services, ensuring its social objectives and values in accordance with the basic principles of corporate governance.
The Privacy and Data Protection Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on October 01, 2020, aims to advise the Executive Board on matters related to privacy and data protection to ensure the engagement of key internal partners affected by the privacy program.
The Products and Services Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on May 17, 2019, aims to advise the Executive Board focusing on the quality and efficiency of the Company’s activities related to the development and monitoring of its products and services.
The Information Security and Fraud Prevention Manager Forum, whose current charter was approved at a Board of Executive Officers’ meeting held on January 12, 2021, aims to advise the Executive Board on matters related to information security management, aiming to comply with the applicable legislation, as well as to protect the Company’s business and its customers.