Our relationship with investors and the market is based on transparency. We comply with all of the legal and regulatory requirements that apply to publicly-held companies with shares traded in Brazil.
Conselho de Administração
|Professional experience of the Members of the Board of Directors:|
|Fernando Carlos Borges de Melo Filho – Chairman of the Board of Directors|
|O Sr. Fernando Melo holds a Bachelor’s in Economics and a Master’s degrees in Marketing. Mr. Melo has more than 10 years of experience in the finance industry working at financial institutions such as Citibank, Llyods Bank and Banco Nacional. He also has more than 20 years of experience in the insurance industry working for over 5 year as Caixa Seguradora Commercial Superintendent and 15 years as Wiz commercial executive director. Fernando Filho is not considered a politically exposed person (as defined in applicable regulations). Through the last 5 years, he was not subject to the consequences of any criminal conviction, conviction or penalty in administrative processes before CVM, as well as any final and conclusive judicial or administrative decision that has suspended or disqualified for the exercise of any professional activities.|
|Gabriela Susana Ortiz de Rosas|
|Gabriela Ortiz began her career in 1996 within the Marketing division of CNP Assurances’ Argentinian branch. From 2001, she attended as Marketing and Communications Director for Caixa Seguros Group. In 2006 she was appointed to assume the Caixa Seguros Group’s P&C Directory. In 2009, back to the Argentinan branch of the Group, she served as CEO. Back to Caixa Seguros, she took the position as Director of Strategy, Marketing and Communications, nowadays she holds the role of Director of whole Insurances Division. In the Company, she held a position of substitute member of the Board of Directors.|
|Jair Pedro Ferreira|
|Jair Pedro Ferreira, who has worked at Caixa Econômica Federal since 1989, holds a Bachelor’s degree in Accounting. He served as executive officer representing employees at SASSE (1996-1999), secretary general of the Bank Employees’ Union of Londrina (1994-1996), member of the Audit Committee of FENAE (1993-1996), executive officer of the Bank Employees’ Union of Brasília and coordinator of the Employees’ Executive Committee (CEE/CAIXA). He has been serving as the Chairman of FENAE for the 2014-2017 period, CEO of Par Participações S.A. and CEO of FPC Participações Corporativas S.A.|
|Camilo Gooy holds a Bachelor’s degree in Political Science and a Master’s degree in International Relations. He has more than 15 years of experience in the insurance industry. He began his career in Argentina, where he served as Commercial Officer and Deputy Director General of CNP Seguros de Vida (Argentina) for approximately six years. He then began working as Commercial Officer for the Caixa Seguros Group, where he has been working since 2002. Since 2013, he has been serving as CEO of Companhia de Seguros Previdência do Sul – PREVISUL.|
|Luis Carlos Martins Alves Júnior|
|Luís Carlos Martins Alves Júnior holds a Bachelor’s in Laws from Universidade Federal do Piauí, and in 2002 he became PhD in Constitutional Laws by Universidade Federal de Minas Gerais. Since 1999, he is professor of Constitutional Laws from Centro Universitário de Brasília and in 2006 he toke the position as Federal Treasury Law Attorney. He was also Special Advisor for the SubChief of Laws from president’s Chief of Staff Minister. In 2016, Mr. Luís Carlos also acted as substitute to the AGU.|
|Álvaro Lopes da Silva Neto|
|Álvaro Lopes joined GP Investments Ltd. in May 2012 as the Chief Financial and Investor Relations Officer. In 2014, he became a member of the Board of Directors of GP Investments, Ltd., as well as a member of the Board of Directors of our Company and of BRZ Investimentos S.A. He served as Chief Financial Officer of Genesis Investments, as advisor to Bac Florida Bank, Senior Vice President of Prudential/Wachovia Securities, CEO of Mercure Investments, Executive Vice President of Banco Bozano, Simonsen, Chairman of Bozano, Simonsen CCVM and Bozano, Simonsen DTVM.|
|Nanci Pereira dos Santos|
|A Sra. Nanci Pereira dos Santos holds a Bachelor’s in Physical Education from Universidade Federal do Mato Grosso do Sul, where she worked as the treasurer from 2000 to 2012. She has been working at Caixa since 1989, and held positions such as Caixa’s Operational Instructor, APCEF/MS Board Member, from 2006 to 2012, taking over Presidency in 2012 and she will hold this position through 2018. She is also a Culture Board Member at FENAE.|
|Miguel Ângelo Junger de Simas|
|O Sr. Miguel Ângelo Simas holds a Bachelor’s in Administration from Universidade Estácio de Sá. He has worked for more than 20 years in the finance industry, serving as a Statutory Director at Banco Investcorp and as a Managing Director at Corretora Banfort. He was a partner for more that 10 years at MSimas Contábil, Process BPO and Crow Horwath BPO. Currently, he is also an Executive Director at Par Participações S.A., member of the controlling block.|
|Professional experience of the Independent Members of the Board of Directors:|
|Lisane Bufquin is Franco-Brazilian citizen, with a Bachelor’s degree in Computer Science from University of Brasília and Institut Control Data in Paris. For 17 years she lived between Indonesia, France and Nigeria. She performed IT work for multinationals in France from 1988 to 1993, managing contracts for French banks and insurers, and eventually returned to Brazil as a representative for the French group Prologue. She then founded her own business in the IT area, IOS-Informática, Organizações e Sistemas, which was sold to a Brazilian group in 2010. Since then she has served at the Brasília Arbitration Court as an Arbitration Judge, has worked as headhunter for Abrahams Executive Search, as well as Personal & Professional Coach trained by the Brazilian Society of Coaching, having completed the Coach Professionnel course in Geneva, Switzerland.|
|Isabella Saboya de Albuquerque|
|A Sra. Saboya holds a Bachelor’s in Economics. She was the presidential advisor for the Securities and Exchange Commission – CVM (2000/2001), participating in the reform of Project formulation for the Business Corporations Law and the Capital Markets team – GTMC. She worked in the formulation of a Corporate Governance Code issued by CVM and was a member of the Brazilian Institute of Corporate Governance – IBGC. At the executive level was co-manager of the Jardim Botânico Investimentos (2009 a 2015), and analyst/co-manager at Investidor Profissional (2001-2009). She has held the Board of Directors member positions at Dimed/Panvel (2006/2007) and Casashow (2008/2009). She was also an alternate member of the Board of Directors at Mills S.A. (2008/2009) and member of the Audit Board at Café Iguaçú (2002/2004) and at Dimed/Panvel (2004/2005). Mrs. Saboya was head of Banco Icatu analytical department (1999/2000) where she also served as a senior analyst (1995-2000). She was an alternate member of Wiz Board of Directors from de September/2015 to April/2016. She currently server as BR Malls Board Member (since May 2016) and IBGC (since March 2016). Besides that, she is a member of Mills S.A. Audit Board (since April 2016) and Bradespar (since April 2016).|
The Board of Directors is our decision-making body, whose main responsibilities are to establish the Company’s general business policies and to oversee the Executive Board’s management.
In accordance with our Bylaws, the Executive Board comprises at least 3 (three) members, including a Chief Executive Officer, an Executive Officer and a Chief Financial and Investor Relations Officer, with unified term of office of 1 (one) year, reelection being permitted.
The responsibilities of the Executive Board include:
- Representing the Company before third parties;
- Ensuring compliance with the law and the Company’s Bylaws;
- Coordinating the performance of the Company’s activities, by implementing guidelines and monitoring compliance with the resolutions of the Stockholders’ Meetings and the Board of Directors’ Meetings; and
- Managing the Company’s business.
|Professional experience of the members of the Executive Board:|
|João Francisco da Silveira Neto – Chief Executive Officer|
|João Silveira Neto has more than 25 years of experience in marketing, executive management and consulting. He started his career at Hewlett-Packard and served as CEO of ABC Supermercados. He worked for nearly 10 years at Oi, serving as National Sales and Marketing Officer. He holds a Bachelor’s degree in Engineering from Instituto Tecnológico de Aeronáutica (ITA).|
|Diogo Tressoldi Camargo – Executive Officer|
|Mr. Diogo Camargo holds a Law degree and is post-graduate in corporate law. Mr. Camargo has more than 10 years of experience in advisory law, working in important Brazilian law firms, focused on corporate transactions, mergers & acquisitions, and IPO (Initial Public Offering) processes. Diogo Camargo is not considered a politically exposed person (as defined in applicable regulations). Through the last 5 years, he was not subject to the consequences of any criminal conviction, conviction or penalty in administrative processes before CVM, as well as any final and conclusive judicial or administrative decision that has suspended or disqualified for the exercise of any professional activities.|
|Marcus Marques Martino – Chief Financial and Investor Relations Officer|
|Marcus Martino holds a Bachelor’s degree in Business Administration from FAAP and he has a vast experience in corporate administration such serving as an administration member at Poit Energia, TESC Terminais Portuários Santa Catarina, Regina Festas and Amata Brasil. He also was a partner at GP Investments from 2003 to 2006, where he actively contributed in the decision-making process of investments and financial control.|
The Executive Board is responsible for the management of our business in general and for legally representing the Company in all matters related to our business, as necessary or appropriate, except for the matters that, according to the law or the Bylaws shall be addressed by the Board of Directors and/or the Stockholders at a General Meeting.
Our Audit Committee is not currently installed, however, our Bylaws provide for the establishment of a non-permanent Audit Committee.
The main responsibilities of the Audit Committee will consist in overseeing the activities of management, reviewing the Company’s financial statements and reporting their findings to stockholders.
The members of the Audit Committee will be appointed by the Stockholders’ Meeting, with their swearing in conditioned on their signature of the Instrument of Consent of the Audit Committee Members.