Conselho de Administração
|Professional experience of the Members of the Board of Directors|
|Antônio Cássio dos Santos – Chairman of the Board of Directors|
|Mr. Antônio Cássio dos Santos is an Economist, has two MBAs: in Brazil from IBMEC/SP and in the United States from Vanderbilt University/Tennessee, where he also obtained specialization in Latin American Affairs; He attended a Master’s Degree in Psychotherapy at Escola Paulista de Psicodrama; Post Master in Global Business at IESE Madrid; specializations from the London Business School in Business Leadership and Digital Transformation, from IMD Lausanne in Diversity and Inclusion, from the Cambridge School in Sustainability, and in Applied Quantum Physics Access Bar from Consciousnesses USA. It also concluded the Best Practices Course for the Board of Directors, Audit Committee and Managers’ Responsibility, given by the Brazilian Institute of Corporate Governance (IBGC). Elected 4 times “Executivo de Valor” as the best CEO in the Insurance Sector, and Top 20 Best CEO in Brazil by Jornal Valor Econômico; and one of the 5 most influential executives in Latin America in the Industry by Insurance Business Review. With over 40 years of experience in the field, he presided over the National Federation of Life and Pensions at the beginning of the last decade. Among the main positions he held are: (i) He was CEO of IRB Brasil Re, and in the last 5 years he held positions on the Board in various units around the world of Assicurazioni Generali SpA, where, until March 2020, he held the position of CEO for the Americas and Southern Europe Regions; (ii) He was CEO of Zurich Insurance Group for Latin America, when he also held the position of President for Latin America and Member of the company’s Worldwide Advisory Board for 2011 and 2015; (iii) as Executive President, he presided over the Mapfre Brasil Seguros Group between 2000 and 2011; (iv) work at Whirlpool in various senior management positions in Brazil and the United States between 1992 and 2000; (v) between 1979 and 1992, he developed his career working at various companies in the sector, from the position of “store clerk” to reaching the post of CFO at the age of 24. In addition, he is a representative member of Brazil in the Genéve Association, an important entity that brings together important personalities in the insurance world and considered one of the main “think tanks” in the sector. He is currently Chairman of the Board of IRB Brasil Re., Member of the Board of Obb Capital, and Member of the Board of Trustees of FGV. Entrepreneur in the veterinary and cashback sectors.|
|David João Almeida dos Reis Borges|
|David João Almeida dos Reis Borges is an Economist, from Université Paris – VIII – Saint Denis, 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.|
|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 Crowe Horwath BPO. Currently, he is also the executive officer of Integra Participações S.A., a member of our control block. Currently, Mr. Miguel belongs to the Audit Committee and to the Investments, Capital Structure and Dividends Committee..|
|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. Currently, Mr. Elício belongs to the Risk, Compliance and Related Parties Committee.|
|Hélio Fernando Leite Solino|
|Mr. Hélio Fernando Leite Solino began his career as Budget and Cost Manager, at Companhia Internacional de Seguros (1977-1984), was Planning and Control Superintendent at Generali do Brasil (1984-1989), with extensive executive experience, including work at Arbi Seguros / Santa Cruz Seguros (1990-1996), Executivos Seguros (1996-1997), AIG Brasil – Unibanco Seguros e Garantec (1997-2000) and QBE Brasil Seguros S/A (2000-2016). Since 2017, he has been on the Audit Committee of all companies of the Zurich Seguros Group in Brazil, including two companies in the joint venture between Zurich and Banco Santander. Currently, Mr. Hélio belongs to the Investments, Capital Structure and Dividends Committee.|
|Mr. Flávio Bauer holds a degree in Business Administration from Fundação Getúlio Vargas (FGV), and a MBA degree in this same institution. He started his career as a trainee at Aachener und Munchener Versicherung and RK Harrison Insurance Brokers, London. He was Manager of the Reinsurance Department at Bunge’s International Division (1980/1992), Co-insurance and Reinsurance Manager at MAPFRE (1992-1994), Manager of the Branch Division MAPFRE Metropolitan of São Paulo, Chief Executive at Sedwick and Sedgwick Nikols Portominas do Brasil (1996/1999), Vice President of ACE Seguradora S/A (2000/2001), President of ACE Seguradora S/A (2002/2005), President of Marsh Corretora de Seguros Ltda., President of Citibank Corretora de Seguros S/A (2009/2010) and Vice President of LATAM’s Global Accounts Division, currently Chubb. Currently, Mr. Flávio belongs to the Risk, Compliance and Related Parties Committee.|
|Carlos Alberto de Figueiredo Trindade Filho|
|Mr. Carlos Alberto was Vice President of Sulamérica Seguros, Previdência e Investimentos, where he was responsible for the areas of Life Insurance and Pension Plans, Auto Insurance, Property & Casualty, in addition to Sales and Marketing and Strategy and Projects. He was one of the founders of Icatu Seguros in 1992, where he started as Vice President of Commercial and Underwriting and was President and CEO. In 2010 he left SulAmérica to coordinate the integration of 27 insurance brokers into the holding Brasil Insurance and participate in its IPO process, before returning to SulAmérica in June 2011. He was a member of the board of directors of Icatu Seguros e Brasil Veículos Seguradora ( Grupo BB) and completed the Senior Executive Management programs at LBS-London Business School, Preparation of Counselors at FDC-Fundação Don Cabral, MBA at FEA-USP, Fundamentals of Pension Plans at Wharton University and Life Insurance Planning at the American College of Philadelphia. Currently, Mr. Carlos Alberto belongs to the Risk, Compliance and Related Parties Committee.|
|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. Currently, Mr. Shakhaf Wine is Coordinator of the People, Governance, Compensation and Sustainability (ESG) Committee.|
|Isabella Saboya de Albuquerque|
|Ms. Isabella Saboya holds a degree in Economics from the Pontifical Catholic University of Rio de Janeiro – PUC-RJ (1993). She was an advisor to the presidency of the Securities and Exchange Commission – CVM (2000/2001), having participated in the formulation of the Project to Reform the Law of Corporations and the Capital Market Working Group -GTMC. She worked on the formulation of a Corporate Governance Code launched by the CVM and was a member of the Board of the Brazilian Institute of Corporate Governance – IBGC. Her main professional experiences in the last 5 years include: (i) Member of the Board of Directors of BrasilAgro – Companhia Brasileira de Vantagens Agrícolas (since October 2021), a publicly-held company in the agribusiness sector; (ii) Member of the Advisory Board of Artha Educação Ltda. (since May 2021), sustainability consulting company; (iii) Member of the Board of Directors (from October 2017 to May 2021) and Coordinator of the Audit Committee (from March 2020 to May 2021) of Vale S.A., a publicly-held mining and logistics company; (iv) Member of the Board of Directors of the Brazilian Institute of Corporate Governance – IBGC (between March 2016 and March 2019), a non-profit institution; (v) Member of the Board of Directors, Member of the People and Compensation and People Committee and Coordinator of the Related Party Transactions Committee of Wiz Soluções e Corretagem de Seguros S.A. (from October 2015 to April 2020); (vi) Member of the Fiscal Council of Mills S.A. (from April 2016 to April 2017), a publicly-held company in the engineering sector; and (vii) Member of the Board of Directors of Br Malls S.A. (May 2016 to March 2017), shopping center holding company. Mrs. Isabella Saboya is Member of the Executive Committee of the Brazilian Stewardship Code (since September 2021), Member of the Stewardship Code Implementation Working Group (since November 2015). Currently, Ms. Isabella Saboya belongs to the People, Governance, Compensation and Sustainability (ASG) Committee of Wiz.|
The Board of Directors is our deliberation body, whose main duties are to establish our general business policies and supervise the management of the Executive Board. The Wiz Reference Form, filed with the CVM in accordance with the Brazilian Corporate Law, contains additional information regarding the responsibilities assigned to the Board of Directors.
Currently, our Board is composed of nine principal members and seven alternate members, two of whom are independent members. The Board also has 4 Statutory Advisory Committees – Audit Committee; Risk, Compliance and Related Parties Committee; People, Governance, Compensation and Sustainability Committee (ESG); and, finally, an Investments, Capital Structure and Dividends Committee.
Find here, in its entirety, the Board of Directors’ Internal Rules as approved by the Board of Directors Meeting held on March 16, 2022.
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:
i. Representing the Company before third parties;
ii. Ensuring compliance with the law and the Company’s Bylaws;
iii. 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
iv. 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.|
Our Executive Directors are responsible for the management of our business in general and for its legal representation in all necessary or convenient acts associated with its business, except for the acts that the Law, our Bylaws reserve the competence for the Board of Directors and / or for the General Shareholders Meeting.
Our Fiscal Council is not currently installed, however, our Bylaws provide for the establishment of a non-permanent Fiscal Council.
The main responsibilities of the Fiscal Council will consist in overseeing the activities of management, reviewing the Company’s financial statements and reporting their findings to stockholders.
The members of the Fiscal Council will be appointed by the Stockholders’ Meeting, with their swearing in conditioned on their signature of the Instrument of Consent of the Fiscal Council Members.
|People, Governance, Compensation and Sustainability Committee (ESG)|
The committee is composed of 4 members, of which: (i) Antônio Cassio dos Santos – Chairman of the Board of Directors; (ii) Cibele Castro – External Member; (iii) Isabella Saboya de Albuquerque – Effective Member of the Board of Directors and (iv) Shakhaf Wine – Effective Member of the Board of Directors and Committee Coordinator.
The Committee has as some of its main functions: (i) To advise the Company’s Board of Directors in the exercise of its attributions, relative to the area of human resources, sustainability and governance and (ii) To elaborate, regularly review and improve the human resources and people management policies.
The Committee is composed of 3 members, of which: (i) Miguel Ângelo Junger Simas – Effective Member of the Board of Directors; (ii) Décio Martins Westphalen – External Member and Committee Coordinator and (iii) Ruy Reis Vasconcellos Filho – External Member.
The Committee has as some of its main functions: (i) To assist the Internal Controls and Risks team in defining the guidelines and methodology for risk management and internal controls, in addition to the metrics for measuring tolerance and appetite to risks, presenting to the Board of Directors its recommendation for approval; (ii) To evaluate the application of the Risk Management Policy, annually, proposing, when necessary, changes, submitting them to the Board of Directors for approval and (iii) To evaluate the Company’s Risk and Control Matrix, presenting its recommendations to the Board of Directors.
|Risk, Compliance and Related Parties Committee|
|The committee is composed of four members, of which: (i) João Pinheiro Nogueira Batista – Alternate Member of the Board of Directors; (ii) Carlos Alberto de Figueiredo Trindade Filho – Effective member of the Board of Directors; (iii) Flávio Bauer – Effective member of the Board of Directors and (iv) Elicio Lima – Effective member of the Board of Directors and Coordinator of the Committee.
The Committee has as some of its main functions: (i) To supervise the compliance with the Company’s risk management policies and strategies; (ii) To advise the Board of Directors in the monitoring of the adequacy and effectiveness of the Company’s risk management management structure; and (iii) To monitor the risk positions within the Company, as well as relevant changes in relation to the strategies adopted and the strategies adopted and the status of the business continuity plans.
|Investments, Capital Structure and Dividends Committee|
The Committee is composed of 4 members, of which: (i) Antônio Cassio dos Santos – Effective Member of the Board of Directors and Committee Coordinator; (ii) Miguel Angêlo Junger Simas – Member of the Board of Directors; (iii) Hélio Fernando Leite Solino – Effective Member of the Board of Directors and (iv) Marcos Eduardo Ferreira – External Member.
The Committee has as some of its main functions: (i) To analyze the economic and financial scenarios and their impacts on the Company’s activities; (ii) To evaluate the effectiveness of the management of resources and, if necessary, implement corrective actions and (iii) To analyze the operating, financial and equity results.
Find here, the internal Regulations of the Board of Directors’ Advisory Committees.
*More information can be found in our Reference Form