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Board of Directors, Management, Committees and Forums
The Board shall have at least seven (7) and at most eleven (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 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
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 | 62 years old (October 13, 1958) | Director | July 24, 2020 | up to the 2022 ASM | 4 years |
Independent member of the Board of Directors of Cielo S.A. (since February 1, 2018) and Coordinator of the Finance Committee, member of the Sustainability Committee, Coordinator of the Risk Committee. Also, an ad hoc member of the Corporate Governance Committee of Cielo S.A.
Extensive professional experience at the financial market and with risks and auditing. Bachelor and Master degrees in Economics from University of Brasília (UnB). Ph.D. in Economics from University of São Paulo (USP). Mr. Aldo was CEO of Cia de Seguros Aliança do Brasil (June to December 2009), Officer of Monetary Policy of the Central Bank of Brazil (December 2009 to July 2016) and Executive Officer of Banco Original S.A. (January to December 2017). Also, Mr. Aldo was as a member of the Board of Directors of B3 – Brasil, Bolsa, Balcão (January 2003 to December 2006), member of the Board of Directors of Previ – Caixa de Previdência dos Funcionários of Banco do Brasil (March 2003 to June 2008 – Chairman as of August 2004); member of the Board of Directors of CSN – Companhia Siderúrgica Nacional (March 1999 to March 2000), RGE – Rio Grande Energia (March 2002 to March 2004),and holding the same position at TNL – Telemar Norte Leste – currently denominated as Oi – (March 2004 to July 2005), Neoenergia S.A. (August 2005 to March 2006), Visanet – currently denominated as Cielo – (April 2006 to September 2009), CIP – Central Interbancária de Pagamentos (March 2007 to March 2009) and BB Tecnologia e Serviços (May 2008 to April 2009). Currently, Mr. Aldo holds the positions as a member of the Fiscal Council of Ambev S.A. and a member of the Risk and Capital Committee of Banco Votorantim S.A. |
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Carlos Motta dos Santos | 50 years old (September 3, 1970) | Director | July 24, 2020 | up to the 2022 ASM | 3 years |
Member of the Board of Directors of Cielo S.A. (since February 25, 2019).
Extensive professional experience at the financial segment. Mr. Carlos Motta has a degree in Administration with an MBA in Business Management. Career employee of Banco do Brasil S.A. since 1986, occupying several positions, among them, general manager of the natural person, legal and agro business Unit, retail superintendence of Bahia State, and executive management of the Strategy and Organization Executive board and the Brazilian Southeast Distribution Board. Mr. Carlos Motta currently holds the position of Vice-President of Banco do Brasil S.A., as well as a member of the Board of Directors of BB Seguridade S.A. |
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Edson Marcelo Moreto | 50 years old (January 16, 1970) | Director | July 24, 2020 | up to the 2022 ASM | 2 years |
Member of Cielo S.A.’s Board of Directors (since March 27, 2020).
Extensive professional experience at the financial segment. Mr. Edson has a degree in Art Education from FATEA (Faculdades Integradas Tereza D’Ávila) and in Electrical Engineering from UNISANTA (Universidade Santa Cecília). In October 1996, Mr. Edson joined Banco Excel Econômico S.A., an institution acquired by Banco Bilbao Vizcaya Argentaria Brasil S.A., later called Banco Alvorada S.A. and incorporated by Kirton Bank – Banco Múltiplo S.A. In September 2003, Mr. Edson was transferred to Banco Bradesco S.A. in the position of Credit Manager, and, in August 2010, he was promoted to Executive Superintendent. In March 2014, Mr. Edson was elected Executive Officer; in February 2015, Chief Department Officer; and, in January 2019, Deputy Executive Officer. Currently, Mr. Edson holds the position of officer of the following companies of the Bradesco group, as follow: (a) Executive Officer of Banco Bradescard S.A.; (b) Executive Officer of BBC Processadora S.A.; (c) Executive Officer of Bankpar Brasil Ltda.; (d) Executive Officer of MPO – Processadora de Pagamentos Móveis S.A. and (e) Executive Officer of Tempo Serviços Ltda. In addition, Mr. Edson is also a (a) member of the Managing Body of Fundação Bradesco, (b) member of the Board of Managers of Bradescard México, Sociedade de Responsabilidad Limitada, (c) member of the Credit Committee of Elo Serviços S.A., (d) department officer and sitting member of the Credit Environment of Executive Comission of FEBRABAN – Brazilian Bank Federation, (e) alternate member of the Board of Directors of Gestora de Inteligência de Crédito S.A.- QUOD, (f) member of the Board of Directors of RCB Investimentos S.A. and (g) member of the Board of Managers of RFS Human Management, Sociedade de Responsabilidad Limitada. |
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Ênio Mathias Ferreira |
50 years old (March 30, 1971) |
Director | June 25, 2021 | up to the 2022 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. (since June 25, 2021)
Mr. Ênio Mathias Ferreira holds a bachelor’s degree in Law from the Unified Teaching Association of Distrito Federal – AEUDF and in Business Administration from the University of Brasilia – UnB. He holds specialization in Public Management from FUNDACE/USP, Marketing from PUC-RJ, Executive MBA in Financial Business from UFC and extension courses at the University of Chicago Booth School of Business in Leadership and Innovation from Harvard Kennedy School. During his professional career at Banco do Brasil S.A., he held executive positions in the Government and Technology areas. Currently, he is Corporate Vice President at Banco do Brasil S.A. He is also a member of the Fiscal Council of EloPar and member of the Deliberative Council of BB Previdência. |
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Francisco Augusto da Costa e Silva | 72 years old (September 6, 1948) | Director | July 24, 2020 | up to the 2022 ASM | 14 years |
Independent Member of the Board of Directors of Cielo S.A. (since September 22, 2008) and Coordinator of the Corporate Governance, People and Compensation and Sustainability Committees of Cielo S.A.
Extensive professional experience in corporate law, compliance, corporate governance, and capital markets. Degree in Law from Rio de Janeiro State University (UERJ) (1972) and Executive MBA from COPPEAD, Rio de Janeiro State University (UERJ) (1987). His professional career unfold at the Brazilian Development Bank (BNDES), where Mr. Francisco started working as an attorney in 1974 through a public-service admission process. During his career as an attorney at BNDES, he held several positions, among which stands out the position of BNDESPAR’s Legal Superintendent. Mr. Francisco also worked as an executive of the BNDES System, occupying the Superintendent position of Financial and International, Capital Markets, and Administrative Areas. Mr. Francisco also held the position as Executive Officer at BNDESPAR and BNDES. During such period, Mr. Francisco held positions as a member of the Boards of Directors of Fundação de Assistência e Previdência Social do BNDES – FAPES (Welfare and Social Security Foundation) and the Rio de Janeiro Stock Exchange. After working one year and a half as Chief Officer of the Brazilian Securities and Exchange Commission (CVM), Mr. Francisco was nominated President of the Commission in August 1995, a position he held until the end of January 2000. During this period, he was a member of COMOC (Currency and Credit Commission), an advisory body to the National Monetary Council and the Management Board for Supplementary Pension Plans. He chaired the Council of Securities Regulators of the Americas (COSRA) and was a member of the Executive Committee of the International Organization of Securities Commissions (IOSCO), organizations that gather, at the regional and international levels, respectively, securities and exchange commissions from around the world. Mr. Francisco held positions as a member of the Boards of Directors of several companies, including Banco do Brasil S.A. (from 2001 to 2009), Vale S.A. (from 2007 to 2010) and Usiminas S.A. In the academic field, he worked as Business Law Professor at UERJ’s Law School, Cândido Mendes Law School and the Public Law and Political Science Institute of Fundação Getúlio Vargas (FGV). He is also a lecturer and speaker at conferences in several other entities. Currently, besides working as an attorney and partner of the law firm Bocater, Camargo e Costa e Silva Advogados, he is also a member of the Advisory Board of COPPEAD – UFRJ (Coppead Institute of Administration) and of the Development Council of Pontifícia Universidade Católica do Rio de Janeiro (PUC-Rio). |
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Francisco José Pereira Terra | 51 years old(May 25, 1969) | Director | July 24, 2020 | up to the 2022 ASM | 6 years |
Member of the Board of Directors of Cielo S.A. (since March 22, 2018) and of the Finance and Sustainability Committees of Cielo S.A.
Extensive professional experience at the financial markets, especially cards, payment methods, and payment processing. Degree in Economic Sciences from Pontifícia Universidade Católica de São Paulo. Mr. Francisco worked at Banco Citibank for 17 years, in the areas of Credit Control, Market Risk Credit Control (Treasury), Regional Division of Legal Entities (except São Paulo), Financial Controllership, also as Deputy Officer. Between 2005 and 2009, Mr. Francisco worked at Banco Ibi S.A. as Controller, responsible for regulatory information and for attending the Central Bank of Brazil (indirect inspection) and, between 2008 and 2009, Mr. Francisco was the Controllership and Financial Planning Officer. As of 2009, Mr. Francisco joined Bradesco Cartão as a statutory officer, responsible for the financial areas of the Cards Department. In 2020, Mr. Francisco was elected as Executive Officer of Banco Bradesco S.A. Currently, Mr. Francisco also holds the position of Executive Officer of the following Bradesco group companies, as follow: (a) Crediare S.A.; (b BradesCard S.A.; (c) Bradescard S.A. and (d) BBC Processadora S.A. In addition, Mr. Francisco holds positions as (a) member of the Board of Directors of Alelo S.A.; (b) member of the Board of Directors of Banco Digio S.A.; (c) member of the Board of Directors of Livelo S.A.; (d) member of the Ethics and Self-Regulation Council of the Brazilian Association of Credit Card and Services Companies (ABECS) and (e) alternate member of the Fiscal Council of the Brazilian Association of Credit Card and Services Companies (ABECS). |
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Gilberto Mifano | 71 years old (November 11, 1949) | Director | July 24, 2020 | up to the 2022 ASM | 13 years |
Independent member of the Board of Directors of Cielo S.A. (since June 1, 2010) and Coordinator of the Audit Committee, member of the Finance Committee, member of the People and Compensation Committee and member of the Risk Committee of Cielo S.A. Also, he is an ad hoc member of the Corporate Governance Committee of Cielo S.A.
Extensive professional experience in the financial and technology markets, as well as solid knowledge in the areas of risk, compliance, audit, capital markets, and corporate governance. Degree in Business Administration from the São Paulo School of Business Administration of Fundação Getúlio Vargas (1972). In his professional career, Mr. Gilberto worked, from 1994 to 2008, as general officer of BOVESPA – São Paulo Stock Exchange, currently B3 (Brasil, Bolsa, Balcão), and CBLC (Cia Brasileira de Liquidação e Custódia). During this period, Mr.. Gilberto was responsible for creating the Novo Mercado, integrating the Brazilian stock exchanges, demutualizing, and carrying out B3’s IPO, negotiating the merger of BOVESPA with BM&F, among others. Later, Mr. Gilberto was elected as the first Chairman of the Board of BM&FBOVESPA S.A – Bolsa de Valores, Mercadorias e Futuros. At the international level, for eight years, Mr. Gilberto held the positions as a member of the executive committees of the World Federation of Exchanges (WFE) and of the Ibero-American Federation of Exchanges (FIAB). Between 1971 and 1994, Mr. Gilberto worked as executive and executive officer of banks, and companies in the financial and technology segment as (French and Italian; Serasa; Northwest; Business and Industry; General of Commerce; Sudameris), working mainly with credit, planning, information technology, products, marketing. Between 2005 and 2012, Mr. Gilberto held the position as a board member, Vice-Chairman, and Chairman of the Board of Directors of the Brazilian Institute of Corporate Governance (IBGC). Extensive experience as a member of the audit, risk, and finance committees of several companies. Mr. Gilberto currently holds the positions as a (a) Independent Member of the Board of Directors, Member and Coordinator of the Audit Committee and Member of the Nomination and Governance Committee of Totvs S.A., (b) Independent Member of the Board of Directors and Member of the Audit Committee, Risk Management Committee and Finance Committee of Natura S.A.; (c) Member of the Board of Directors of Pacaembu Construtora S/A.; (d) Member of the Fiscal Council of CIEB – Centro de Inovação para a Educação Brasileira; (e) Member of the Fiscal Council of Fundo Patrimonial Amigos da Poli; (f) Member of the Fiscal Council of Instituto Arapyaú de Educação e Desenvolvimento Sustentável; (g) Member of the Advisory Council of Pragma Gestão de Patrimônio Ltda. and (h) Member of the Advisory Council of RAPS – Rede de Ação Política pela Sustentabilidade. |
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José Ricardo Fagonde Forni | 50 years old (February 27, 1971) | Director | June 25, 2021 | up to the 2022 ASM | 1 year |
Chairman of the Board of Directors of Cielo S.A. (since August 20, 2021).
Mr. José Ricardo Fagonde Forni holds a bachelor’s degree in Economics from the University of Brasília-UnB, an MBA in Finance from IBMEC and advanced certification in Innovation from IMD (Switzerland), in addition to several courses on finance and risk in Brazil and abroad. At Banco do Brasil S.A. he served as Assistant Manager at BB London (United Kingdom) and held the positions of Chief Internal Control Officer of BB (2017-2019) and Chief Supply, Infrastructure and Assets Officer (2019-2021). Also, he held the position of Administrative, Financial, Risk and Compliance Officer at Brasilcap Capitalização S.A. (2016-2017). He is currently Vice President of Financial Management and Investor Relations at Banco do Brasil S.A. and Member of the Board of Directors at Banco Votorantim S.A. (“BV”) and Elo Participações Ltda (“EloPar”). |
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Marcelo de Araújo Noronha | 54 years old(August 10, 1965) | Director | July 24, 2020 | up to the 2022 ASM | 11 years |
Vice Chairman of the Board of Directors of Cielo S.A. (since May 03, 2011).
Extensive professional experience at the financial markets, especially cards, payment methods, and payment processing. Degree in Business Administration from Pernambuco State Federal University (UFPE). Specialization in Finance from Brazilian Institute of Capital Markets (IBMEC) and Advanced Management Program (AMP) from IESE – Business School – Universidad de Navarra in Barcelona. Mr. Marcelo started his career at Banco Banorte, and, as of July 1996, he worked as Commercial Executive Officer of Banco Alvorada S.A., formerly Banco Bilbao Vizcaya Argentaria Brasil S.A., where he became Vice-President, responsible for products, trade finance, middle market and retail. In February 2004, Mr. Marcelo was elected Department Executive Officer at Banco Bradesco S.A. In December 2010, he was elected Deputy Executive Officer and in January 2012, Executive Managing Officer. Mr. Marcelo is currently the Executive Vice-President of Banco Bradesco S.A. Currently, Mr. Marcelo also holds the position of executive officer of the following companies of the Bradesco group, as follow (a) Vice-President of Banco Bradescard S.A.; (b)Vice-President of BEM – Distribuidora de Títulos e Valores Mobiliários Ltda; (c) General Executive Officer of Banco Bradesco BBI S.A.; (d) Vice-President of Banco Bradesco BERJ S.A.; (e) Managing Executive Officer of Banco Bradesco Financiamentos S.A.; (f) Vice-President of Bradesco Administradora de Consórcios Ltda.; (g) Vice-President of Bradesco Leasing S.A.- Arrendamento Mercantil; (h) Vice-President of Banco Losango S.A. – Banco Múltiplo; (i) Vice-President of Kirton Bank S.A. – Banco Múltiplo; (j) Executive Officer of Nova Cidade de Deus Participações S.A. and (l) Managing Executive Officer of Fundação Bradesco. Mr. Marcelo is also a member of the Board of Directors in the following companies: (a) member and Vice-Chairman of the Board of Directors of Alelo S.A.; (b) member and Chairman of the Board of Directors of Banco Bradesco Europa S.A.; (c) member of the Board of Directors of BBD Participações S.A.; (d) member and Vice-Chairman of the Board of Directors of Banco Digio S.A.; (e) member and Chairman of the Board of Directors of Bradesco Securities Hong Kong Limited.; (f) member and Chairman of the Board of Directors of Bradesco Securities UK Limited; (g) member of the Board of Directors of Cidade de Deus – Companhia Comercial de Participações; (h) member of the Board of Directors of Elo Participações Ltda. and (i) member of the Governing Body of Fundação Bradesco. Mr. Marcelo also worked as CEO of the Brazilian Association of Credit Card and Services Companies (ABECS) from 2013 to 2017. |
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Marco Aurélio Picini de Moura | 52 years old (July 26, 1969) | Director | November 25, 2021 | up to the 2022 ASM | 1 year |
Member of the Board of Directors of Cielo S.A. (since November 25, 2021)
Mr. Marco Aurélio Picini de Moura has a Bachelor degree in Law (Faculdade de Direito de Sorocaba – SP) and a MBA in International Business and Finance (FIPECAFI – USP). He has been a BB’s employee for 33 years, with 10 years of international experience, having been CEO of Banco do Brasil AG, a subsidiary of Banco do Brasil based in Vienna, responsible for BB’s Corporate and Private Banking operations in Europe. He is currently the General Manager of the Governance and Related Parties Unit. |
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Vinicius Urias Favarão | 44 years old (November 20, 1974) | Director | July 24, 2020 | up to the 2022 ASM | 4 years |
Member of the Board of Directors of Cielo S.A. (since August 30, 2017) and member of the People and Compensation Committee of Cielo S.A.
Extensive professional experience at the financial markets, especially cards, payment methods, and payment processing. Degree in Business Administration, MBA in Capital Markets from IBMEC/SP, MBA in Business Management from INSPER, MBA in Retail Business: Strategy and Management from Fundação Instituto de Administração (FIA) and Advanced Management Program (AMP) from ISE Business School. Mr. Vinícius started his career in banks in 1992, at Banco Excel S/A, and remained there until September 1995. From September 1995 to November 2003, Mr. Vinícius worked at the banks Pontual S/A. and Zogbi S/A. At these companies, he worked in the area responsible for the business relationship with medium and large companies, more specifically in the management of credit and fundraising operations. Between 2002 and 2003, Mr. Vinícius worked at Banco Zogbi S/A. as Deputy Business Officer, responsible for structuring partnerships with Retailers to originate direct consumer credit operations. In November 2003, Banco Zogbi S/A. was acquired by Banco Bradesco S.A, and, as of this date, Mr. Vinícius works at the Finasa Promotora de Vendas as Executive Superintendent, responsible for direct consumer credit operations with large retailers. In July 2006, due to the acquisition of the Brazilian operation of American Express by Banco Bradesco S.A., Mr. Vinícius became responsible for the network of American Express clients in Brazil. In August 2010, Mr. Vinícius also became responsible for managing the product portfolio for individuals and companies under the American Express brand, when he was appointed as Executive Officer at the Cards conglomerate of Banco Bradesco S.A. Mr. Vinícius was also responsible for the product portfolio of Visa, Mastercard, and Elo cards. In July 2013, Mr. Vinícius was appointed Executive Officer at Banco Bradesco Financiamentos S.A, operation responsible for the sale of payroll-deductible loans to retirees, pensioners and civil servants, remaining in this position until February 2017, when he was appointed as Executive Officer of Banco Bradesco Cartões. In 2019, he was elected as Department Executive Officer of Banco Bradesco S.A. Currently, he also holds the position of Executive Officer of the following Bradesco group companies (a) Banco Bradescard S.A.; (b) CEO of Elo Participações Ltda.. Mr. Vinícius is also a member of the Board of Directors at the following companies: (a) member of the Board of Directors of Alelo S.A.; (b) member of the Board of Directors of Banco Digio S.A; (c) member of the Board of Directors of Crediare S.A. Crédito, Financiamento e Investimento; (d) member of the Board of Directors of Elo Participações Ltda.; (e) member and Vice-Chairman of the Board of Directors of Elo Serviços S.A. and (f) member of the Board of Directors of Livelo S.A. Mr. Vinícius is Vice-President of the Brazilian Association of Credit Card and Services Companies (ABECS). |
*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 | Edson Marcelo Moreto | Edson Rogério da Costa | Francisco da Costa e Silva | Francisco José Pereira Terra | Gilberto Mifano | Gustavo de Souza Fosse | Marcelo de Araújo Noronha | Mauro Ribeiro Neto | Vinícius Urias Favarão | |
Vice Chairman | Chairman | |||||||||||
Independent according to the DJSI | X | X | X | X | X | 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 | 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 | 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 | 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 | X | X | X | X | X | X | |
The member should not be affiliated with a significant customer or supplier of the company. | X | X | 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 | 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 | X | 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 | X | 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 | 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 | Edson Marcelo Moreto | Edson Rogério da Costa | Francisco da Costa e Silva | Francisco José Pereira Terra | Gilberto Mifano | Gustavo de Souza Fosse | Marcelo de Araújo Noronha | Mauro Ribeiro Neto | Vinícius Urias Favarão |
Vice Chairman | Chairman | ||||||||||
Independent according to the Novo Mercado | X | X | X | ||||||||
The member is not a direct or indirect controlling shareholder of the company. | X | X | X | X | X | 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 | 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 | 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 | 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 (2020) was of 95,94%.
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 5.8 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 April 27, 2022.
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 |
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Adelar Valentim Dias | 62 (October 7, 1959) |
Alternate Member | April, 27, 2022 | up to the 2023 ASM |
Arthur José André Neto | 44 (March 17, 1978) |
Alternate Member | April, 27, 2022 | up to the 2023 ASM |
Cristiane do Amaral Mendonça | 41 (July 10, 1978) |
Independent Sitting Member | April, 27, 2022 | up to the 2023 ASM |
Fabiana Pinto Fonseca | 46 (July 27, 1975) |
Alternate Member | April, 27, 2022 | up to the 2023 ASM |
Felipe Guimarâes Geissler Prince | 43 (May 25, 1978) |
Sitting Member | April, 27, 2022 | up to the 2023 ASM |
Herculano Anibal Alves | 69 (February 27, 1953) |
Sitting Member | April, 27, 2022 | up to the 2023 ASM |
Marcos Aparecido Galende | 55 (May 09, 1967) |
Sitting Member | April, 27, 2022 | up to the 2023 ASM |
Raimundo Moreira | 54 (June 17, 1967) |
Alternate Member | April, 27, 2022 | up to the 2023 ASM |
Raphael Manhães Martins | 39 (February, 08,1983) |
Independent Sitting Member | April, 27, 2022 | up to the 2023 ASM |
Thompson Soares Pereira César | 53 (April, 08,1969) |
Sitting Member | April, 27, 2022 | up to the 2023 ASM |
The Board of Executive Officers is composed of, at least, two (2) and at most, ten (10) members, being one (1) Chief Executive Officer, one (1) Investor Relations Officer and up to eight (8) 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 eight (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 eight (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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Fernando Pinto Lima | 51 | Executive Director | 09/23/2020 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Executive Director of People, Management and Performance since September 2020. Mr. Fernando has a degree in Business Administration from Fundação Getúlio Vargas/EAESP-FGV, in Psychology from PUC-SP and an International Executive MBA from FIA/USP. In addition, he has several specializations in People Management and Cultural and Digital Transformation at institutions such as INSEAD, Michigan University, Hyper Island, Barrett/Crescimentum and Prosci. Developed his entire career in the area of People and Culture, with solid experience in cultural transformation, business structuring, turnaround processes, M&A and integration, including consumer goods, entertainment, finance and consulting in companies such as The Walt Disney Company, ESPN, Santander, Credicard, Unilever and Accenture. Since 2017 he has been leading the People department at ESPN International, being based in the United States, he has served as the head of HR in projects related to Cultural/Digital Transformation, Diversity and Inclusion and preparing the global HR team to drive business goals. In the last year he worked directly in the integration process between Disney, ESPN and Fox on fronts such as organizational design, communication flow and synergy analysis. |
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Filipe Augusto dos Santos Oliveira | 36 | CFO and IRO | 03/07/2022 | Until 1st Board of Directors’ Meeting after Annual General |
Executive Director of Finance and Investor Relations Officer* since March 2022. |
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Gustavo Henrique Santos de Sousa | 45 | CEO | 07/28/2020 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Chief Executive Officer since May 2021 and IRO since March of 2019. |
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Marcelo de Giuseppe Toniolo | 46 | Executive Vice President | 07/28/2020 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Executive Vice President of Risks, Compliance, Prevention and Security since January 2019. |
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Mauro Américo de Carvalho Gomide | 42 | Executive Director | 03/15/2022 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Director of Technology since March 2022. |
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Paulo Adriano Romulo Naliato | 51 | Executive Vice President | 07/28/2020 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Executive Vice President of Commercial – Own Channels since January 2020. |
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Renata Andrade Daltro dos Santos | 46 | Executive Vice President | 11/23/2020 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
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. |
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Walter Rinaldo | 51 | Executive Director | 03/15/2022 | Until 1st Board of Directors’ Meeting after Annual General Meeting 2022 |
Director of Products and Business since March 2022. Mr. Walter holds a degree in Electronic Engineering from Escola Mauá de Engenharia and an MBA in marketing from Insper, in addition to executive training from Northwestern universities – Kellogg School of Management and University of Washington – Olin Business Scholl. Walter has more than 20 years of experience as an executive of large companies in the financial market and acquiring industry. He started his journey at Cielo in 2020, as Executive Superintendent of Product. He is currently responsible for the acquiring business products. |
*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 June 25, 2021, 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 |
---|---|---|---|---|
Francisco José Vieira Félix da Silva | 40 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Gilberto Mifano | 71 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
José Antonio Teixeira | 60 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Mônica Luciana Martins de Oliveira | 55 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 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 |
---|---|---|---|---|
Aldo Luiz Mendes | 62 | Independent Board member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Carolina Beghelli | 39 | Sitting Member | 09/27/2021 | First Board of Directors meeting after 2022 Annual General Meeting |
Gláucio Nery Henrique | 45 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Marcelo Souza Ramos | 42 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Thais Regina Gonçalves Torres | 47 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 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 |
---|---|---|---|---|
Aldo Luiz Mendes | 62 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Fernando Sabbi Melgarejo | 48 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Francisco José Pereira Terra | 51 | Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 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 |
---|---|---|---|---|
Aldo Luiz Mendes | 62 | Independent Board Member and Ad hoc Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Arthur José André Neto | 42 | Sitting Member | 12/14/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Francisco Augusto da Costa e Silva | 72 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Gilberto Mifano | 71 | Independent Board Member and Ad hoc Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Gustavo Henrique Santos de Sousa | 43 | Chief Executive Officer and Sitting Member | 05/19/2021 | First Board of Directors meeting after 2022 Annual General Meeting |
Rodrigo Felippe Afonso | 47 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 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 | Position | Date of Election | Expiration Date |
---|---|---|---|---|
Francisco Augusto da Costa e Silva | 72 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
José Avelar Matias Lopes | 52 | Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Vinícius Urias Favarão | 46 | Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
The Sustainability 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 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 |
---|---|---|---|---|
Aldo Luiz Mendes | 62 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Francisco Augusto da Costa e Silva | 72 | Independent Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Francisco José Pereira Terra | 51 | Board Member and Sitting Member | 07/28/2020 | First Board of Directors meeting after 2022 Annual General Meeting |
Fernando Pinto Lima | 49 | Executive Director | 09/23/2020 | First Board of Directors meeting after 2022 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 Prices 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.