Board of Directors, Management, Committees and Forums

 

Diretoria e Comitês

Board of Directors

The Company’s Board of Directors will have at least 7 (seven) members and at most 11 (eleven) members, elected by the Shareholders’ Meeting, with a unified term of 2 (two) years. The reelection is allowed. 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
Aldo Luiz Mendes 62 years old (October 13, 1958) Director July 24, 2020 up to the 2022 ASM 3 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 worked for over 29 years at Banco do Brasil S.A., and his main positions are as follow: International Finance Manager, Market Risk Superintendent , Chief Financial Officer, Chief Officer of Capital Markets, Financial Vice-President, Capital Markets Vice-President, and Investor Relations Vice-President (2005-2009).

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.

Carlos Hamilton Vasconselos Araújo 55 years old (August 4, 1964) Chairman July 24, 2020 up to the 2022 ASM 2 years
Member of the Board of Directors of Cielo S.A. (since January 27, 2020).

Extensive professional experience at the financial segment, operations, and capital markets.

Mr. Carlos Hamilton holds a Bachelor’s Degree in Civil Engineering from the Federal University do Ceará (UFC) and a Master’s Degree and a Ph.D. in Economics from the Graduate School of Economics of Fundação Getúlio Vargas (EPGE/FGV).

In his professional career, at the Central Bank of Brazil, between 2000 and 2016, Mr. Carlos Hamilton worked, among other positions, as Planning and Strategy Officer, Economic Policy Officer, International Affairs Officer, and Head of the Department of Studies and Research. In 2016, he held the position of secretary of Economic Policy at the Ministry of Finance of the Brazilian Federal Government.

In 2016, Mr. Carlos Hamilton joined Banco do Brasil S.A. as Vice President of Services, Infrastructure, and Operations, and, as of 2019, he was elected Vice President of Financial Management and Investor Relations, a position he currently holds.

Also, from 2018 to 2019, Mr. Carlos Hamilton held the position as a member of the Risk and Capital Committee of Banco do Brasil S.A.

Mr. Carlos Hamilton also held the positions as a member of the Boards of Directors of BB Seguridade S.A. (2017-2018), Neonergia S.A. (2016-2017) and Rio Minas Energia Participações S.A. (2017-2018).

Mr. Carlos Hamilton is currently a (a) member of the Board of Directors of Banco Votorantim S.A.; (b) member of the Board of Directors of BB Mapfre SH1; (c) member of the Executive Board of BB Elo Cartões; (d) member of the Executive Board of BB Administradora de Cartões de Crédito S.A.; (e) member of the Executive Board of BB Leasing Arrendamento Mercantil S.A.; (f) member of the Board of Directors of Elo Participações Ltda. and (g) member of the Board of Trustees of Fundação Getúlio Vargas.

Carlos Motta dos Santos 50 years old (September 3, 1970) Director July 24, 2020 up to the 2022 ASM 2 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.

Edson Marcelo Moreto 50 years old (January 16, 1970) Director July 24, 2020 up to the 2022 ASM 1 year
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.

Edson Rogério da Costa

50 years old (December 29, 1970)

Director July 24, 2020 up to the 2022 ASM 1 year
Member of the Board of Directors of Cielo S.A. (since July 31, 2019) and member of the Sustainability Committee of Cielo S.A.

Extensive professional experience at the financial and payment methods industry.

Degree in Accounting Sciences from Centro Universitário de Brasília (UniCEUB), MBA in Finance from FIPECAFI/USP (State of São Paulo University) and MBA in Strategic Leadership from INEPAD/UNISINOS.

Career employee of Banco do Brasil S.A. since 1985, working as Officer of Payment Methods since 2019. Previously, Mr. Edson held the position of Executive Officer of the Credit  (07.2015 to 10.2016); Executive Officer of Corporate Bank (02.2014 to 07.2015); General Manager of the Governance Unit of Related Entities (02.2012 to 02.2014); Corporate Superintendent (06.2011 to 02.2012); Business Superintendent (07.2009 to 06.2011); Corporate Agribusiness General Manager (11.2008 to 07.2009); Corporate Industries General Manager (02.2006 to 11.2008) and Market Manager – São Paulo Business Superintendence (06.2003 to 02.2006).

Mr. Edson also holds position as a (a) member of the Board of Directors of Alelo S.A.; (b) member of the Board of Directors of Elo Serviços S.A.; (c) member of the Board of Directors of Parati S.A. Participações em Ativos de Energia Elétrica; (d) member of the Board of Directors of Luce Empreendimentos e Participações S.A. – LEPSA; (e) alternate member of the Board of Directors of Light S.A.; (f) alternate member of the Board of Directors of Light Energia S.A. and (g) alternate member of the Board of Directors of Light SESA.

Francisco Augusto da Costa e Silva 72 years old (September 6, 1948) Director July 24, 2020 up to the 2022 ASM 12 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).

Francisco José Pereira Terra 51 years old(May 25, 1969) Director July 24, 2020 up to the 2022 ASM 2 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).

Gilberto Mifano  71 years old (November 11, 1949) Director July 24, 2020 up to the 2022 ASM 12 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.

Marcelo de Araújo Noronha 54 years old(August 10, 1965) Director July 24, 2020 up to the 2022 ASM 11 years
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.

Mauro Ribeiro Neto 32 years old (March 13, 1988) Director July 24, 2020 up to the 2022 ASM 1 year
Member of the Board of Directors of Cielo S.A. (since July 31, 2019).

Extensive professional experience in Corporate Law, Corporate Governance, and Capital Markets.

Degree in Law from Juiz de Fora Federal University.  Graduate Degree in Corporate Law from IBMEC. Student of the Master’s Degree Course in Law at IDP.

He held the positions of Officer of the Governance and Evaluation Department of State-Owned Companies (MPDG), member of the Market Advisory Chamber of the Governance of State-Owned Companies (CCMGE) of Bovespa (currently B3), member of the Executive Group of the Interministerial Commission on Corporate Governance and Management of the Union’s Shareholdings (CGPAR), and Attorney of the Brazilian Treasury of the Attorney General of the Brazilian Treasury (PGFN) (licensed).

He also held the positions as member of the Board of Directors of Neoenergia S.A. and Special Advisor to the President of Banco do Brasil S.A. Since January 2020, he occupies the position of Corporate Vice-President of Banco do Brasil S.A.

Professor of Corporate Law, Corporate Governance and Capital Markets at Instituto Brasiliense de Direito Público, Instituto Brasileiro de Mercado de Capitais and Fundação Dom Cabral (FDC).

Vinicius Urias Favarão 44 years old (November 20, 1974) Director July 24, 2020  up to the 2022 ASM 3 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).

 

Independence criteria for the members of the Board of Directors, according to the criteria of RobecoSam, which are used by the Dow Jones Sustainability Index (DJSI) of the New York stock Market:

In view of the definitions adopted by RobecoSAM and that are used by Dow Jones Sustainability Index of the New York Stock Exchange and Novo Mercado Listing Regulation, the Company informs that:

Mrs. Aldo Luiz Mendes, Francisco Costa e Silva and Gilberto Mifano are independent board members, as provided at article 16 of Novo Mercado Listing Regulation.

  • “Art. 16. Board members shall be considered independent based on their relationships with:
  • I – the company, its direct or indirect controlling shareholder, and its executive officers; and
  • II – subsidiaries, affiliates and joint ventures.
  • Board members shall not be considered independent if:

I – they are direct or indirect controlling shareholders in the company; 

II – their voting rights at meetings of the board of directors are bound by a shareholder agreement whose scope includes matters relating to the company; 

III – they are a spouse, partner or direct or collateral first- or second-degree relative of the controlling shareholder or of any executive officer of the company or the controlling shareholder;

IV – they have been an employee or executive officer of the company or its controlling shareholder in the past 3 (three) years. 

  • For the purposes of deciding whether board members are independent, the situations described below must be analyzed in order to verify whether they entail loss of independence due to the characteristics, magnitude and extent of the relationship: 

I – are they a first- or second-degree relative of the controlling shareholder or of any executive officer of the company or the controlling shareholder? 

II – have they been an employee or executive officer of the company or any of its subsidiaries, affiliates or joint ventures in the past three (3) years? 

III – do they have a business relationship with the company, its controlling shareholder, or a subsidiary, affiliate or joint venture? 

IV – do they hold a position in a firm or entity that has a business relationship with the company or with its controlling shareholder, whereby they have decision-making power regarding the activities of the firm or entity? 

V do they receive any compensation from the company, its controlling shareholder, or a subsidiary, affiliate or joint venture other than the compensation relating to their position as a member of the board of directors or committees of the company, its controlling shareholder, or its subsidiaries, affiliates and joint ventures, excluding income from shares in the company and benefits from supplementary pension plans? 

  • In companies with a controlling shareholder, board members elected by separate ballot will be considered independent.

Dow Jones Sustainability Index of the New York Stock Exchange uses the definitions and criterias adopted by RobecoSAM in order to determine the number of independent directors within the Board of Directors of the assessed companies.

In view of the below definitions, all of the 11 directors of Cielo’s Board of Directors – in charge – are Independent directors, by meeting at least 4 of the 9 criteria (of which at least 2 of the 3 first criteria), where:

  • 3 of them meet all the 9 criterias;
  • 1 of them meet 8 criterias, including the 3 first criterias;
  • 7 of them meet 7 criterias, including the 3 first criterias, including Mr. Marcelo de Araújo Noronha, chairman of Cielo’s Board of Directors

Executive directors: are employees and are usually senior managers of the company. Executive directors are employees of the company, and are in an executive function (e.g. CEO, CFO, etc.). 

Independent directors: are non-executive directors that are independent by meeting at least 4 of the 9 criteria (of which at least 2 of the 3 first criteria) listed below: 

  1. 1. The director must not have been employed by the company in an executive capacity within the last five years. 
  2. 2. The director must not accept or have a “Family Member(1) who accepts any payments from the company or any parent or subsidiary of the company in excess of $60,000 during the current fiscal year or any of the past three fiscal years”, other than those permitted by SEC Rule 4200 Definitions(2).
  3. 3. The director must not be a “Family Member of an individual who is, or during the past three years was employed by the company or by any parent or subsidiary of the company as an executive officer.”
  4. 4. The director must not be (and must not be affiliated with a company that is) an adviser or consultant to the company or a member of the company’s senior management.
  5. 5. The director must not be affiliated with a significant customer or supplier of the company.
  6. 6. The director must have no personal services contract(s) with the company or a member of the company’s senior management.
  7. 7. The director must not be affiliated with a not-for-profit entity that receives significant contributions from the company.
  8. 8. The director must not have been a partner or employee of the company’s outside auditor during the past three years.
  9. 9. The director must not have any other conflict of interest that the board itself determines to mean they cannot be considered independent.  

Other non-executive directors: are directors that are not executives but also do not qualify as independent as defined above. They are all other members of the board not already accounted in the executive and independent categories. They might be employed by the organization.” 

(1) “Family Member” means a person’s spouse, parents, children and siblings, whether by blood, marriage or adoption, or anyone residing in such person’s home. 

(2) Permitted payments/compensation: 

(i) compensation for board or board committee service;

(ii) payments arising solely from investments in the company’s securities;

(iii) compensation paid to a Family Member who is a non-executive employee of the company or a parent or subsidiary of the company;

(iv) benefits under a tax-qualified retirement plan, or non-discretionary compensation;

(v) loans from a financial institution provided that the loans (1) were made in the ordinary course of business, (2) were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with the general public, (3) did not involve more than a normal degree of risk or other unfavorable factors, and (4) were not otherwise subject to the specific disclosure requirements of SEC Regulation S-K, Item 404; 

(vi) payments from a financial institution in connection with the deposit of funds or the financial institution acting in an agency capacity, provided such payments were (1) made in the ordinary course of business; (2) made on substantially the same terms as those prevailing at the time for comparable transactions with the general public; and (3) not otherwise subject to the disclosure requirements of SEC Regulation S-K, Item 404; or 

(vii) loans permitted under Section 13(k) of the Act.

Board of Directors attendance at the meetings:

The average attendance of the members at the meetings of the Board of Directors of Cielo in the last fiscal year (2019) was of 93,20%.

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.

Average length of permanence of members on the Board of Directors

The average length of permanence of members on the Board of Directors is 5 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.

Fiscal Council

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 july 24, 2020.

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
Adelar Valentim Dias         61
(October 7, 1959)
Alternate Member July, 24, 2020 up to the 2021 ASM
Carlos Roberto Mendonça da Silva         58
(November 16, 1962)
Alternate Member July, 24, 2020 up to the 2021 ASM
Fabiana Pinto Fonseca         45
(July 27, 1975)
Alternate Member July, 24, 2020 up to the 2021 ASM
Felipe Guimarâes Geissler Prince         42
(May 25, 1978)
Sitting Member July, 24, 2020 up to the 2021 ASM
Haroldo Reginaldo Levy Neto         63
(October 25, 1957)
Independent Sitting Member July, 24, 2020 up to the 2021 ASM
Herculano Anibal Alves         67
(February 27, 1953)
Sitting Member July, 24, 2020 up to the 2021 ASM
Júlio Cesár Rodrigues da Silva         50
(September 09, 1970)
Sitting Member July, 24, 2020 up to the 2021 ASM
Marcos Aparecido Galende         53
(May 09, 1967)
Sitting Member July, 24, 2020 up to the 2021 ASM
Milton Luiz Milioni         65
(October 29, 1955)
Alternate Member July, 24, 2020 up to the 2021 ASM
Raimundo Moreira         53
(June 17, 1967)
Alternate Member July, 24, 2020 up to the 2021 ASM

 

Charter of the Fiscal Council

Board of Executive Officers

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
Fernando Pinto Lima* 49 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.

*The Director elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.

Gustavo Henrique Santos de Sousa 43 CFO and IRO 07/28/2020 Until 1st Board of Directors’ Meeting after Annual General Meeting 2022

Chief Financial Officer and IRO since March of 2019.
MBA from Columbia Business School, a Master in Business Economics Management from the University of Brasilia, an MBA in Financial Administration from Fundação Getúlio Vargas and graduated in Business Administration from the Federal University of Rio Grande do Norte. Mr. Gustavo Sousa has held several noticeable positions in large Brazilian companies, having last served as Chief Financial Officer and Investor Relations Officer of Klabin. In addition to Klabin, Mr. Gustavo Sousa was the Chief Financial and Investor Relations Officer of CPFL Renováveis, Controlling, Treasury, Investor Relations and Tax Executive Director of Companhia Siderurgica Nacional and Controller and General Manager of Investors Relations of Banco do Brasil.

Marcelo de Giuseppe Toniolo 44 Executive Director 07/28/2020 Until 1st Board of Directors’ Meeting after Annual General Meeting 2022

Risk Executive Officer since January 2019.
Mr. Toniolo holds a degree in Business Administration with emphasis in systems, with graduate studies in Administration from EASP FGV/SP and a master’s degree in Computer Engineering from Technological Research Institute of the University of São Paulo (IPT/USP). Over the last three years, Mr. Toniolo worked as Compliance and Corporate Risk Statutory Officer at Paypal, previously he worked in other financial institutions, such as American Express, Itau-Unibanco, Safra, and HSBC. He joined the company in January 2019 to head the Corporate Risk, Compliance and Internal Controls area.

Paulo Adriano Romulo Naliato 49 Executive Vice President 07/28/2020 First Board of Directors meeting after 2022 Annual General Meeting

Executive Vice President of Commercial – Own Channels since January 2020.
Mr. Paulo Naliato holds a bachelor’s degree in Law from Faculdades Metropolitanas Unidas – FMU and a specialization degree in Global Business Management from IESE. During his career, he developed a solid experience in people management, business structuring, processes, M&A, integration and cultural transformation, having worked at companies such as Banco Nacional/Unibanco, Excel Econômico/BBVA and ABN AMRO Real/Santander. In the last six years, he was part of the senior management of Via Varejo (Casas Bahia and Ponto Frio), having held the position Vice-President of HR, leading a profound transformation of the business and contributing to the company’s IPO. Subsequently, as COO, he led a team of 40,000 people, including the sales teams of physical stores, the sales management and development of the digital channels, and management of the logistics operation.

Paulo Rogério Caffarelli 54 CEO 07/28/2020 First Board of Directors meeting after 2022 Annual General Meeting
Chief Executive Officer since October of 2018.
Graduated in Law, with an MBA in Corporate Law and Finance from Getúlio Vargas Foundation (FGV), with specialization in Foreign Trade from Business School FAE/CDE Curitiba and International Trade Law from IBEJ (Brazilian Institute of Legal Studies) Curitiba, besides a master’s degree in Business Management & Economics from UNB (University of Brasília). He held the position of Banco do Brasil’s Chief Executive Officer until October 2018. Mr. Caffarelli also served as executive officer at Companhia Siderúrgica Nacional – CSN in 2015, cumulating the duties of Investor Relations Officer in 2016. Between 2014 and 2015, he acted as executive secretary at the Ministry of Finance. He initiated his professional career at Banco do Brasil where he worked for over 30 years holding several positions at Banco do Brasil’s executive board. Mr. Caffarelli held the positions of vice president of Cards and New Retail Business and vice president of Wholesale Business, International Business, and Private Bank. He also served as officer at the executive boards of Distribution, Logistics, Marketing & Communication, and New Retail Business.*The Director elected herein only shall be vested in office after his election is approved by the Brazilian Central Bank.
Renata B. de Paiva Greco 50 Executive Vice President 07/28/2020 Until 1st Board of Directors’ Meeting after Annual General Meeting 2022
Executive Vice President of Commercial Large Accounts since January 2015.
Graduated in Economics from PUC/SP, and an Executive MBA in Marketing from IBMEC, with an International Extension at the University of California – Irvine. She has over 20 years of experience in the financial services industry, working in several companies such as Credicard, Banco ABN AMRO S.A., Banco Lloyds TSB S.A., Visa, Contax and Cielo.


Charter Of The Statutory Executive Board

Board of Directors Advisory Committees

 

The Company currently has the following committees: (i) Audit Committee; (ii) Risks Committee; (iii) Finance Committee; (iv) Corporate Governance Committee; (v) Personnel Committee; (vi) Sustainability Committee.

Comites

Comites

Audit Committee

The Audit Committee, whose charter in effect was approved at the Board of Directors meeting held on June 19, 2013, 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
Alexandre Souza da Conceição 49 Sitting Member 07/28/2020 First Board of Directors meeting after 2022 Annual General Meeting
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

Charter of the Audit Committee

Risks Committee

The Risk Committee, whose effective charter was approved at the Board of Directors’ meeting held on January 14, 2019, 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
Gláucio Nery Henrique 45 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

Charter of the Risk Committee

Finance Committee

The Finance Committee, whose charter in effect was approved at the Board of Directors meeting held on August 31, 2016, 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

Charter of the Finance Committee

Corporate Governance Committee

The Corporate Governance Committee, whose charter in effect was approved at the Board of Directors meeting held on May 08, 2017, 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
Carlos Roberto Mendonça da Silva 58 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
Gilberto Mifano 71 Independent Board Member and Ad hoc Member 07/28/2020 First Board of Directors meeting after 2022 Annual General Meeting
Paulo Rogério Caffarelli 54 Chief Executive Officer and Sitting Member 07/28/2020 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

Charter of the Governance Committee

Personnel and Remuneration Committee

The Personnel Committee, whose charter in effect was approved at the Board of Directors meeting held on December 15, 2010, 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

Charter of the Personnel Committee

Sustainability Committee

The Sustainability Committee, whose charter in effect was approved at the Board of Directors meeting held on July 18, 2018, 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, to sum up, (i) to propose and monitor the execution of projects which improve the Company’s sustainability profile in the social, environmental and economic dimensions; (ii) to propose the Company’s inclusion in domestic and international rankings referring 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
Edson Rogério da Costa 50 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
Gustavo Henrique Santos de Sousa 42 Executive Vice President and Sitting Member 07/28/2020 First Board of Directors meeting after 2022 Annual General Meeting

Charter of the Sustainability Committee

 

Board of Executive Officers Advisory Forums

The Company currently has the following committees: (i) Diversity Forum; (ii) Disclosure Forum; (iii) Ethics Forum; (iv) Expenditure Forum; (v) Social and Cultural Investment Forum; (vi) Prices Forum; (vii) Products and Services Forum; (viii) Projects Forum; (ix) Innovation Forum.

The Disclosure Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on December 8, 2014, aims at revising and approving information to be released to the market, also formalize the procedures to prepare information to be released to the market, in order to advise the Board of Executive Officers on the compliance with the Brazilian Corporation law (Law no. 6.404/76 and amendments), related rules in Brazil and US rules for registration and issue of stocks at the US stock exchanges.

The Ethics Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on July 30, 2019, aims at advising the Board of Executive Officers to promote the legitimation, respect, compliance and improvement of the Company’s Code of Ethics.

The Expenditure Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on December 8, 2014, aims at advising the Board of Executive Officers to ensure the best allocation of the Company’s resources, pursing the correct allocation for expenditures and investments, reinforce the efficient use of procurement processes implemented and the use of applicable normative instruments.

The Social and Cultural Investment Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on June 04, 2019, aims at analyzing and advising on the social projects, subject to the law of incentive or private budget, the Company’s sponsorships and donations, for the Board of Executive Officers’ resolution, as well as oversee its execution and the results achieved.

The Prices Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on March 25, 2019, aims at advising the Board of Executive Officers in relation to the Company’s products and services pricing, ensuring its corporate objectives, values, and compatible with basic corporate governance principles.

The Projects Forum, whose charter in effect was approved at the Board of Executive Officers meeting held on December 8, 2014, aims at advising on the prioritization of strategic projects according to the short, medium and long-term goals, for the Board of Executive Officers’ resolution, as well as analyze the projects’ economic and systematic feasibility.

The Diversity Forum aims at strategically discussing the relevance of the Company’s diversity, advising the Board of Executive Officers on the implementation of diversity-related measures. The Diversity Forum does have its own charter approved on February 25, 2019.

The Products and Services Forum, the charter of which was approved at the Board of Executive Officers’ meeting held on August 22, 2018, aims at advising the executive board focused on the quality and efficiency of activities performed by the Company referring to the development and monitoring of its products and services.

The Innovation Forum, whose charter in effect was approved by the Board of Executive Officers at a meeting held on April 10, 2019, was created to advise the Board of Executive Officers and the Board of Directors, when applicable, on the Company’s innovation activities, ensuring the fulfillment of its corporate purpose and making sure its values are in line with the basic principles of corporate governance.