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|
|Mr. 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. Previously, Mr. Fernando was on the Audit Committee of our Company, and currently is on our People and Compensation Board.|
|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. At Wiz, she held a position of substitute member of the Board of Directors.|
|David João Almeida dos Reis Borges|
|David João Almeida dos Reis Borges is an Economist, from Lycée International, France, and has extensive executive experience, which include being part of the management of companies such as Terravista / T-Online Portugal (2002), Mobile Value (2003-2005 ), Exanetis (2002-2006). He served as communication leader for the PAR Program (2006-2009) and later as the leader of Corporate Social Responsibility for the PAR Group (2009-2011). In 2013 he held the position of Executive Director of PAR Relationship and from 2011 to 2015 he held the position of Consultant to the Presidency of the PAR Group, continuing his role in the group where he currently plays the role of Executive Director of Integra Participações SA. In addition, Mr. David has held the position of Director of the company Crescer Serviços de Orientação a Empreendedor SA since July 2, 2019.|
|Camilo Godoy 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 took 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.|
|Miguel Ângelo Junger de Simas|
|Mr. Miguel Ângelo Simas has a degree in business from Universidade Estácio de Sá. Mr. Miguel has almost 20 years of experience in the financial market, having served as Statutory Director at Banco Investcorp and Administrative Director at Corretora Banfort. He has more than 10 years as a partner of MSimas Contábil, Process BPO and Crow Horwath BPO. Currently, he is also the executive officer of Integra Participações S.A., a member of our control block. In addition to the positions and functions described herein, he does not hold management positions in other companies on the date of this Reference Form. Previously, Mr. Miguel was on the People and Compensation Committee of our Company. Currently, Mr. Miguel belongs to the Audit Committee of our Company..|
|Elicio Lima has a law degree and an MBA in Marketing from Fundação Getulio Vargas. He joined Caixa Econômica Federal (“CEF”) in 2000, holding positions as General Manager and National Manager, Regional Network Superintendent and National Superintendent. Elicio has served for 8 years as a full member of the Regional Deliberative Council of SEBRAE DF – Brazilian SME Support Service and COPEP / DF – Management Council for the Productive Enterprise Support Program of the Federal District.|
|Professional experience of the Independent Members of the Board of Directors:|
|Mr. Shakhaf Wine holds a Bachelor’s in Economics from Pontificia Universidade Católica do Rio de Janeiro. He had acted as exchange rates trader for Banco Icatu, from 1990 to 1993, tanking place in 1993 as Senior Associate Director from Morgan Grenfell DMG / Deutsche Bank in London, for five years in a row. From 1998 to 2003 Sr. Wine acted as a senoir member of one of the most highlighted european teams of investment banking to the telecom sector, by Merrill Lynch International. In 2003, o Sr. Wine acted as member of Executive Comitee and Board of Directors from Portugal Telecom, holding office until 2015, then, in 2016 became President of The Board of Directors of Contax S.A. until 2017.|
|João Pinheiro Nogueira Batista|
|Mr. João Pinheiro Nogueira Batista is an economist, graduated from the Pontifical Catholic University of Rio de Janeiro also holding a postgraduate degree in economic engineering from Universidade Gama Filho, with extensive executive experience in the financial and industrial sectors. His career was in the public and private, national and international sectors. Until June 2017 he was CEO of Swiss Re Corporate Solutions Brasil Seguros S.A., after being on the Board of Directors for 3 years. As of July 2017, he joined the Board of Directors of the Company that resulted from the partnership with Bradesco Seguros S/A. As of July 2017, he was appointed the first Independent Director of Odebrecht Engenharia e Construção S / A. He is also a member of the Board of Directors of Cerradinho Bioenergia SA and Springs Global Participações SA. He was Vice-Chairman of the Board of Directors of the Brazilian Institute of Corporate Governance – IBGC and Chairman of the Board of Directors of the Brazilian Institute of Investor Relations – IBRI. With eighteen years of experience in the investment analysis area, as an analyst, organizer and director of analysis teams, he has held positions successively at Citibank, Unibanco, BBA (now Itaú-BBA) and Itaú Corretora de Valores. He also worked as a corporate credit analyst (Citibank) and as a consultant in the areas of strategy (Accenture) and corporate finance (Deloitte). Today, he works at ProxyCon Consultoria Empresarial, a company dedicated to advisory and service activities in the areas of capital markets, finance and corporate governance. In addition, he has been a member of the Accounting Pronouncements Committee (CPC) – the body that formulated Brazilian accounting standards – since its foundation in 2005.|
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:|
|Heverton Pessoa de Melo Peixoto – CEO and Investor Relations Officer|
|Mr. Heverton Pessoa de Melo Peixoto holds a Bachelor´s degree in Civil Engineering from UnB (Universidade de Brasília), a MBA and a Masters In Finances levels from Insead, France. Mr. Peixoto has a 15-year expertise in several industries, including 4 years as Executive Director for Wiz Corporate and 1 year as Digital Transformation Director for Wiz. Prior joining the company, he also worked as consultant at McKinsey & Company from 2008 to 2013, when he had the opportunity to actively participate on strategic projects to Latin America banking industry. Heverton Peixoto started his career with Rede Esho/Grupo Amil, acquiring relevant expertise on the supplementary health and insurance industry.|
|Marcus Vinícius de Oliveira – CFO|
|Marcus Vinícius de Oliveira Mr. Marcus Vinícius de Oliveira has a degree in Legal Sciences and Technical degree in Administration, having several MBAs and a postgraduate degree in Law. He started his management career as Administrative and Financial Superintendent (1993-1996) and later as Executive Director (1996-2002) at Fenae Corretora-. During the period from 2002 to 2012, he worked as Tax Auditor for the Federal District’s Treasury Department. Mr. Marcus also was the Chief Executive Officer and member of the Board of Directors (2007-2009) of the Fiscal Council (2010) of BRB CARD SA and Chief Executive Officer and member of the Board of Directors of BRB ADMINISTRADORA E CORRETORA DE SEGUROS SA (2011 ). He is currently a member of the Fiscal Council of INADCON Assessoria Condominial S / S Ltda.|
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.