Board of Directors
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.
The Board is composed of five members, three of the five (60%) are independent, according to the Company’s Bylaws and Bovespa’s regulations, which establish a minimum of 20% of independent members. The mandate of the members is unified, of two years, subject to reelection and dismissal by the shareholders in general assembly.
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 2025 Annual Shareholders’ Meeting.
The chart below shows the names, positions and election date for each member of our Bord of Directors.
Mr. Jácome holds a degree in Business Administration from Faculty of Political Sciences and Economics of Rio de Janeiro. Mr. Jácome has 45-year experience in business management and human resources, 35 years holding executive positions. He worked 23 years at IBM, three years at Coca Cola Andina, five years at Telemar/Oi, four years at Cia. Brasileira de Multimídia and one year at HRT/PetroRio. Eduardo planned, implemented and headed the People & Business Solutions (2006), the Global Sports Network (2010) and the PBS Tecnologia (2015). He is a member (2018-2020) of the Executive Board of MercoSerra – Development Agency of Rio de Janeiro Mountain Range– a private entity which supports the economic development of the region composed of Nova Friburgo, Petrópolis, and Teresópolis. Mr. Jácome is a member of the Fiscal Council (2018-2020) of ACIANF – Commercial, Industrial and Agricultural Association of Nova Friburgo. In 2016, he was certified na associate member of the Corporate Governance Brazilian Institute (IBGC).
Mr. Simpson is a British citizen, he holds a degree in Law from Bristol University, England, 1977. He started working as an attorney in law firms in 1978. In 1977, Mr. Simpson began his career as a financial attorney at Rickerbys & Pardoes, developing industrial properties and leisure facilities in England. In 1986, he broadened his skills at Shimizu Corporation, Japan’s largest builder in the financing area and leisure projects in Europe and Asia. From 1987, he started working at McKenna & Co., with documentation and financing of infrastructure international projects in the telecom, energy and transportation sectors, including the development of airports and electric power plants in the United Kingdom. In addition, Mr. Simpson acted as legal counsel in the incorporation of companies, such as National Grid, France Telecom, Sprint Corporation and Intelig Telecomunicações in Brazil, serving as a commercial officer in the latter company, and then as a chief executive officer, a position held until the Brazilian investors sell Intelig to TIM.
He holds a degree in Business Administration in from Fundação Getúlio Vargas and in Law from FMU (Faculdades Metropolitanas Unidas) – 1972. He is the former Director of several companies, notably Banco Auxiliar, Auxiliar Banco de Investimentos, Auxiliar Seguradora, La Fonte Fechaduras and LFTel SA. He is the owner of Carisma Comercial Ltda. of T.R Portfolios Ltda. and advice on the opening of capital and financial institutions.
He held several activities at the Electric Power Company of Paraná – COPEL in 17 years: Manager, in the areas of Finance and Human Resources; was a superintendent (resident) in the construction of the Salto Osório and Foz do Areia Power Plants. Responsible for attracting foreign financing to international agencies. He held the positions of Administrative Officer, Chief Financial Officer and member of the Board of Directors. He worked for 15 years at Refrigeração Paraná S.A., the second largest manufacturer of Domestic Appliances in the country. He held the positions of Chief Financial Officer, General Director and Market Relations Officer. Led the process of merger purchase and merger of Industries Pereira Lopes. Led the process of restructuring the Prosdócimo Organizations, with the merger and incorporation of 14 companies. Coordinated the operational process of the sale of the company to Electrolux do Brasil S.A., in which he was Chief Executive Officer (3 years) and Member of the Board of Directors. Promoted the fusion of Refripar with Electrolux S.A., creating Electrolux do Brasil. Promoted the merger of Electrolux / Prosdócimo brands. He was president of the Atlas of Home Appliances industry, where he’s a member of the Board of Directors since 1988. Member of the Board of Directors of TEKA – Tecelagem Kuenrich S.A. in 2003/2004. In the same period, he was a member of the Board of Directors of Ferropar – Ferrovia Paraná S / A. He has been a shareholder of CEFI – Center of Excellence in Finance since 1994, which provides business advice with specialization in mergers, acquisitions, family businesses and financial structuring. He coordinated the following projects, among others: – City Hall of Curitiba – Financial restructuring and capitalization – Inepar S / A Indústria e Construção – Restructuring of the Group and creation of the Holding Company – De Lara Transportes – Evaluation of the company and advisor in the sale to ALL – Sonae Emplanta – Advisory on fundraising for Shopping Center – Copel – Member of the Consortium for the privatization of the company – HSBC – Training of 2,000 managers and directors in the EVA concept – Souza Cruz – Advice on investment project in the State of Paraná – Unimed Rio – Restructuring and market adequacy. He is also a shareholder of Romanoski & Associados.
Mr. Gilberto Benevides has more than 40 years of experience in the construction and real estate development industry, having worked from 1984 to 2008 at Company S.A., including the period from 2006 to 2008, when Company was a publicly-held company, until the transaction with Brascan, having remained at its management from 2008 to 2010. Since 2010 he has served as Director of UPCON Incorporadora S.A. He has a degree in Civil Engineering from Mackenzie, and a post-graduate degree in Business Administration from the same institution.