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Gafisa S.A.
Investors Relations

Sandro Gamba
CEO & IRO

Danilo Cabrera
Investor Relations Manager
dmcabrera@gafisa.com.br

Luiz Felipe Murat
Investor Relations Analyst
lmurat@gafisa.com.br

Av. Nações Unidas, 8501 – 19th floor
São Paulo – SP 05425-070
Tel: (55 11) 3025-9242
Fax: (55 11) 3025-9348
E-mail: ri@gafisa.com.br

Custodians:
Banco Itaú S.A.
Capital Markets Services
Av. Eng. Armando de Arruda Pereira, 707
Torre Eudoro Villela, 9º Andar
São Paulo - SP – CEP: 04344-902
Tel.: 3003-9285 (metropolitan region)
0800-720-9285 (other regions)

Citibank N.A.
Depositary Services
Teresa Loureiro Stein
388 Greenwich Ave.
New York – NY 10013
Tel. (1-877-248-4237)

Companhia Brasileira de Liquidação e
Custódia - CBLC
Rua XV de novembro, 275 - 6º Andar
São Paulo - SP 01013-001
Tel.: (55 11) 3233-2178
Fax: (55 11) 3233-2053
E-mail: cblc@cblc.com.br

Customer Relations:
Tel: (55 11) 4002-1001 (SP and RJ) / 0800-77-42347 Other Locations
Business hours: from Monday to Friday, from 8:00 am to 10:00 pm and Saturdays from 09:00 am to 19:00 pm
Email: relacionamento@gafisa.com.br

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corporate-governance

Our board of directors is the decision-making body responsible for formulating the general guidelines and policies of our business, including long-term strategies. In addition, the board also names executive officers and oversees their activities.

The board of director's decisions are ratified by a majority vote of its members. In the case of a tie, it is up to the chairman of the board to cast the deciding vote, in addition to his or her individual vote.

Gafisa’s board is comprised of seven members elected by the General Meeting, of which seven (100%) are independent, although the Bylaws and São Paulo Stock Exchange regulations establish a minimum of 20% independent members. The New York Stock Exchange, however, requires that all listed companies have a board of directors with a majority of independent members. The term of office is unified, for a two years period, and the members may be re-elected or removed from office by shareholders in a general meeting.

Board of Director´s Responsibilities

  • Establish our business guidelines;
  • Approve the annual operational budget and business plan;
  • Elect and destitute members of the Executive Board, establish their responsibilities and supervise their performance;
  • Establish the criteria for the Executive Board´s and for the Board of Directors’ remuneration and benefits policy;
  • Call General Shareholder´s Meeting;
  • Propose Bylaws amendments;
  • Select and destitute independent auditors; and
  • Authorize share issuances, bonuses and simple debentures; among other responsibilities

The mandate of the current Board of Directors is valid until 2018 GSM.
The chart below shows the names, positions and election date for each member of our Bord of Directors.

Name BIRTH DATE Position Election Date
Odair Garcia Senra 12/05/1946 President April 25th, 2016
Cláudio José Carvalho de Andrade 10/04/1971 Member April 25th, 2016
Francisco Vidal Luna 07/11/1946 Member April 25th, 2016
Guilherme Affonso Ferreira05/09/1951 Member April 25th, 2016
José Écio Pereira da Costa Júnior09/11/1951 Member April 25th, 2016
Maurício Marcellini Pereira06/21/1973 MemberApril 25th, 2016
Rodolpho Amboss 05/10/1963 Member April 25th, 2016

 

Odair Garcia Senra , ,

Joined Gomes de Almeida Fernandes as an engineering trainee, having also served as Project Engineer, Project General Manager, Construction Director, Development Director, Corporate Relations Director and is currently the Chairman of the Board of Directors. Currently holds the following positions: (i) Member of the Board of Directors of Construtora Tenda S.A., a publicly-traded company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company; (ii) Member of the Board of Directors of Alphaville Urbanismo S.A., a company whose main activity is the construction and development of urban lots, with the Company holding 30% of the capital of Alphaville Urbanismo S.A.; (iii) Director at SECOVI SP – Union for Companies that Buy, Sell, Rent and Manage Residential and Commercial Buildings in São Paulo; (iv) Vice President at SINDUSCON SP – Union for the Civil Construction Industry in the State of São Paulo; (v) Representing Member of SINDUSCON SP in the Technical Chamber of Urban Legislation for the Municipality of São Paulo (CTLU); (vi) Representing Member of SINDUSCON SP on the Board of Directors of the Technology Institute of Mauá; (vii) Member of the Advisory Board of FIABCI/Brasil – International Real Estate Federation; and (viii) Director at BRIO Investimentos Imobiliários S.A., a fund manager of investments in real estate. Within the past 5 years also served as: (i) Operational Director of Construtora Tenda S.A.; and (ii) Member of the Board of Directors of São Carlos Empreendimentos e Participações S.A., an asset management company in commercial real estate. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A. and Alphaville Urbanismo S.A.

Cláudio José Carvalho de Andrade , ,

Currently holds the following positions: (i) Partner at Polo Capital Gestão de Recursos Ltda., an asset management company; (ii) Partner at Polo Capital Securitizadora S.A., a company that securitizes receivables; (iii) Partner at Polo Capital Real Estate Gestão de Recursos Ltda., an asset management company; (iv) Partner at Polo Capital Internacional Gestão de Recursos Ltda., an asset management company; (v) Partner at Polo Capital Consultoria Ltda., an asset management company; (vi) Partner at Santa Elisa Participações Ltda., a company whose main activity is investing in other companies; (vii) Partner at Pergale Empreendimentos Imobiliários Ltda., a company whose main activity is investing in other companies; (viii) Director of the following equity investment companies and real estate ventures: Kohav Participações S.A., SPE Yogo Participações e Empreendimentos Imobiliários S.A., SPEPREFIP I Participações e Empreendimentos Imobiliários S.A., SPE Magallon Participações Empreendimentos S.A., Birsa Participações Empreendimentos S.A., SPE Charisteas Participações Empreendimentos S.A., SPE Khedira Participações e Empreendimentos S.A., SPE Riveros Participações Empreendimentos S.A., SPE Vittek Participações Empreendimentos S.A., SPE Gazal Participações e Empreendimentos S.A., SPE DaVeiga Participações e Empreendimentos S.A. and Jandaia Empreendimentos Imobiliários Ltda.; (ix) Member of the Board of Directors of Casa e Video Rio de Janeiro S.A., a retail electronics chain; (ix) Member of the Board of Directors of Construtora Tenda S.A., a publicly-traded company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company; and (x) Member of the Company’s Board of Directors. Within the past 5 years also served as: (i) Alternate on the Fiscal Council of Banco Panamericano S.A., a financial institution; (ii) Alternate on the Fiscal Council of Banco Sofisa S.A., a financial institution serving the middle-market; (iii) Alternate on the Fiscal Council of Copel – Companhia Paranaense de Energia, a company operating in the energy sector. Also held the following supervisory position in a publicly-traded company: Member of the Board of Directors of Telefônica Data Holding, a company operating in the telecommunications sector. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A., a wholly-owned subsidiary, and SPE Yogo Participações e Empreendimentos Imobiliários Ltda., which has a 20% interest in Gafisa SPE-113 Empreendimentos Imobiliários Ltda., with the rest of its share capital held by the Company.

Francisco Vidal Luna , ,

Currently holds the following positions: (a) Member of the Board of Directors and Audit Committee of Sabesp – Basic Sanitation Company of the State of São Paulo, a mixed-company providing water and basic sanitation services; (b) Member of the Board of Directors and Audit Committee of Desenvolve São Paulo, an entity engaging in banking activities; (c) Chairman of the Board of Directors of the Football Museum; (d) Chairman of the Board of Directors of the Portuguese Language Museum; (e) Member of the Board of Directors of the Afro Brazil Museum; (f) Member of the Economics High Council of FIESP – Industrial Federation of the State of São Paulo; (g) Member of the Economics Council and Political & Social Council of the Commercial Association of São Paulo; (h) Member of the Advisory Board of the Medicine Faculty Foundation - FFM; (i) Member of the Board of Trustees of FIPE – Economic Surveys Institute Foundation; (j) Member of the Board of Trustees of the Padre Anchieta Foundation – TV Cultura; (k) Member of the Company’s Board of Directors; and (l) Member of the Board of Directors of Construtora Tenda S.A., a publicly-held company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company. Within the past 5 years also served as: (i) Minister of Economics and Planning for the Government of the Sate of São Paulo; (ii) Planning Minister for the Municipality of São Paulo; (iii) Chairman of the Board of Directors for all of the companies controlled by the Municipality of São Paulo: SP Urbanismo, SP Obras, SP Tur, SP Trans, CET Cia de Engenharia do Trânsito, Prodam – Tecnologia de Informação e Comunicação and Cia Metropolitana de Habitação de São Paulo; (iv) Member of the Board of Directors of SPDA – São Paulo Company for the Development & Mobilization of Assets; (v) Chairman of the Board of Directors of the SEADE Foundation – State System for Data Analysis; (vi) Chairman of the Board of Directors of the Faria Lima Foundation – CEPAM; and (vi) Member of the Board of Officers of Banco Tokyo-Mitsubishi UFJ do Brasil, a company operating in the banking sector. Also held the following supervisory positions in publicly-traded companies: (i) Member of the Board of Directors of the National Bank for Economic Development – BNDES; (ii) Member of the Board of Directors of Banco Nossa Caixa Desenvolvimento, a company operating in the banking sector; (iii) Member of the Board of Directors of Cesp – Cia Energética de São Paulo, a company whose main activity is in the energy sector; and (iv) President, Vice President, Partner and Member of the Board of Directors of Banco InterAmerican Express (formerly Banco SRL). None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A.

Guilherme Affonso Ferreira , ,

Currently serves as President of Bahema Participações S.A., a company whose main activity is financial investments. Also holds the following supervisory positions: (i) Member of the Board of Directors and Compensation Committee of Sul América S.A., a company operating in the insurance sector; (ii) Member of the Board of Directors of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A., a company operating in the payments, identification systems and telecommunications sector; (iii) Member of the Board of Directors of Tavex Algodonera S.A. de C.V., a company operating in the textiles industry, which is based in and listed on the Madrid Stock Exchange; (iv) Member of the Board of Directors and Audit Committee of Arezzo Indústria e Comércio S.A., a company operating in the shoe industry; (v) Member of the Board of Directors of T4F Entretenimento S.A., a publicly-traded company with activities in live entertainment; (vi) Member of the Company’s Board of Directors; (vii) Member of the Board of Directors of Construtora Tenda S.A., a publicly-held company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company; and (viii) Member of the Boards of Public Service Entities – Corporate Citizenship Institute, Sport Solidarity and AACD. Within the past 5 years also served as (i) Member of the Board of Directors, Human Resources Committee, Sustainability Committee and Corporate Governance Committee of Companhia Brasileira de Distribuição (Pão de Açúcar), a company whose main activity is retail; (ii) Member of the Board of Directors of Ideiasnet S.A., a company with activities in the technology, media and telecommunications sector; (iii) Member of the Board of Directors of Banco Indusval S.A., a financial institution focused on corporate lending to middle-market and large companies; (iv) Member of the Advisory Board of HSBC Fundo Multipatrocinado; (v) Member of the Board of Directors of B2W S.A., a publicly-traded company operating in e-commerce; (vi) Member of the Board of Directors of Avipal S.A., an agricultural company focused on dairy products, meats and grains; (vii) Member of the Advisory Board of Eternit S.A., a company operating in the construction materials sector; and (viii) Member of the Advisory Board of Signatura Lazard. Also held the following supervisory positions in publicly-traded companies: (a) from 2006 to 2008 was a Member of the Board of Directors of Unibanco Holdings and Unibanco S.A., companies operating in the financial services sector; (b) from 2004 to 2006 was a Member of the Board of Directors of Santista Textil, a company operating in the textiles industry; (c) from 1998 to 2005 was a Member of the Board of Directors of Manah S.A., a company whose main activity is fertilizers; (d) from 1996 to 1998 was a Member of the Board of Directors of Coldex Frigo, a company operating in the air conditioning and refrigeration sector. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A.

José Écio Pereira da Costa Júnior , ,

Currently serves as: (i) Managing Partner of JEPereira Consultoria em Gestão de Negócios S/S Ltda., a company whose main activity is providing general business management consulting services; (ii) Member of the Board of Directors and Chairman of the Audit Committee of the Company; (iii) Member of the Statutory Audit Committee of Fibria S.A., a publicly-traded company operating in the paper and pulp sector; (iv) Coordinator of the Audit Committee of Votorantim Metais S.A., responsible for the metals business of Grupo Votorantim; (vi) Alternate Member of the Board of Directors and Chairman of the Audit Committee of Votorantim Cimentos S.A., a company operating in the cements market; (vii) Member of the Board of Directors of Princecampos Participações S.A., a company with activities in public, inter-municipal and inter-state transportation; (viii) Member of the Advisory Board of CVI Refrigerantes S.A., a company operating in the beverages segment through the production, sale and distribution of products from The Coca-Cola Company, Heineken and Leão Alimentos e Bebidas; and (ix) Member of the Board of Directors of Construtora Tenda S.A., a publicly-held company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company. Within the past 5 years also served as: (i) Audit Partner at Deloitte Touche Tohmatsu Auditores Independentes S/C Ltda., a firm whose main activity is the provision of audit, tax advisory and general consulting services; and (ii) Member of the Board of Directors of BRMALLS S.A., a publicly-traded company with activities in the shopping malls sector. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A.

Maurício Marcellini Pereira , ,

Currently serves as: (i) Investment Director for the Fundação dos Economiários Federais – FUNCEF, a position he currently holds for the employee pension fund of Caixa Econômica Federal, having also served as Financial Operations Manager; (ii) Member of the Company’s Board of Directors; (iii) Member of the Board of Directors of Construtora Tenda S.A., a publicly-traded company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company; and (iv) Member of the Fiscal Council of Tim Participações S.A., a publicly-traded company with activities in the telecommunications sector. Within the past 5 years also served as Executive Director for New Business at Caixa Participações S.A. – CAIXAPAR, a company that makes strategic equity investments in other companies. Also held the following supervisory positions in publicly-traded companies: (i) Member of the Board of Directors of Elo Serviços S.A., a company that manages debit and credit cards; (ii) Member of the Board of Directors of Telemar Participações S.A., a publicly-traded company with activities in the telecommunications sector; and (iii) Member and Alternate Member of the Board of Directors of Brasil Ferrovias S.A. and Ferronorte S.A., both of which are railway companies. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A.

Rodolpho Amboss , ,

Currently holds the following positions: (i) Founding Partner and President of Silverpeak Real Estate Partners L.P., an investment fund manager focused on real estate; (ii) Member of the Company’s Board of Directors, where he also worked during the period from 1984 to 1995; (iii) Member of the Board of Directors of Construtora Tenda S.A., a publicly-held company whose main activity is the construction and development of real estate ventures, which is a wholly-owned subsidiary of the Company; (iv) Member of the Board of Directors of BR Properties S.A., a company focused on the acquisition, lease, administration and development of offices, industrial warehouses and large retail stores; and (v) Member of the Supervisory Board of Robyg S.A., a company listed on the Warsaw Stock Exchange focused on the development and sale of residential properties in Poland. Within the past 5 years also served as President and Chief Financial Officer of the Real Estate Private Equity Group of Lehman Brothers, an entity that manages investment funds in the real estate segment. None of the entities mentioned above are part of the Company’s economic group, with the exception of Construtora Tenda S.A.

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