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.
Gafisa’s board is comprised of seven members, of which four (57%) 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 2021 Annual Shareholders’ Meeting.
The chart below shows the names, positions and election date for each member of our Bord of Directors.
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 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. 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).
Chief Executive Officer of Docas Investimentos SA. He has been an investor of PETRO RIO SA since 2013. He acquired Editora Pesos SA in 2006. He entered into a usufruct agreement with Jornal do Brasil, Gazeta Mercantil and Forbes magazine in 2001. He became the controlling shareholder of Docas SA and its subsidiaries Boavista SA and Boavista Trading in 1999. Incorporated ISHIBRAS, forming the company “Indústrias Verolme-Ishibras SA” – IVI in 1994. He was Chairman of the Board of Directors of SADE VIGESA SA (a merger of Sul Americana de Engenharia SA and Villares Equipamentos) in 1991. He acquired EMAQ VEROLME ESTALEIROS SA (merger of EMAQ Engenharia e Máquinas SA and Verolme 1989. He founded RCI – Representação e Comércio Internacional Ltda., a Brazilian trading and holding company that holds the shareholding control of SEQUIP – Serviços de Engenharia e Equipamentos SA and EMAQ – Engenharia e Máquinas SA in 1983. He holds a degree in Business Administration by the Federal University of Bahia in 1975 and graduated from the Institut des Hautes Etudes de Development Economique et Social – Université Paris I in 1976. He holds a specialization from Harvard Business School – Owner / President Management Program Unit I (10/18/2015 – 06/11 / 2015) and Program Unit II (10/30/2016 – 11/18/2016).
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.
Mr. Gilberto Benevides has over 40 years of professional experience in the real estate construction and development segments. Between 1984 and 2008, he worked at Company S.A., also during 2006 and 2008 when it became a publicly-held company, until the transaction with Brascan, where he remained at the helm of such company from 2008 to 2010. Since 2010, Mr. Benevides has been acting as an Officer at UPCON Incoporadora S.A. Mr. Benevides holds a degree in civil engineering from Mackenzie University, with graduate studies in Business Management from the same educational institution.
Mr. Nelson Queiroz has broad experience with various companies’ reorganization proceedings in the oil, gas, and infrastructure sectors. Mr. Queiroz holds a degree in Economics from IBMEC, with a specialization course at Boston College. Mr. Queiroz was chief executive officer at Petro Rio S.A., also serving as chairman of this company’s board of directors.