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Council, Board, Committees and Forums

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.

NAME BIRTH DATE POSITION ELECTION DATE
Leo Julian Simpson 03/30/1956 Chairman April 15, 2019
Antonio Carlos Romanoski 02/12/1945 Member April 15, 2019
Eduardo Larangeira Jácome 10/15/1955 Member April 15, 2019
Nelson Sequeiros Rodriguez Tanure 11/21/1951 Member April 15, 2019
João Antonio Lopes Filho 08/12/1963 Member February 02, 2020
Thomas Cornelius Azevedo Reichenheim 12/04/1947 Member April 15, 2019
Denise dos Passos Ramos 01/30/1975 Member July 3, 2019
Gilberto Benevides 07/24/1951 Member April 30, 2020
Name Cargo Data de Eleição Término do Mandato
Leo Julian Simpson Chairman April 15, 2019

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.

Antonio Carlos Romanoski Member April 15, 2019

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.

Eduardo Larangeira Jácome Member April 15, 2019

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).

Nelson Sequeiros Rodriguez Tanure Member April 15, 2019

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).

João Antonio Lopes Filho Member February 02, 2020

Founding partner of Portcapital and manager of the Aespoespacial Fund. He was a partner at Banco Fator S.A. from 1994 to 2008, responsible for the Corporate Finance, Mergers and Acquisitions, Capital Markets and Private Equity division. He was responsible for the Venture Capital Fund between 1999-2006 (Santa Catarina Emerging Companies Fund). He was a member of the Board of Directors of Trafo Equipamentos Elétricos SA from 2003 to 2007. He was Managing Partner of Trevisan Auditores Independentes, having developed the Mergers, Acquisitions and Privatizations Advisory Area and coordinated the Human Resources, Productivity, Quality Advisory Areas and Training. He was an auditor at Price Watherhouse, having participated in audits at large banks and multinational companies. He holds a degree in Economic Sciences from Universidade Mackenzie and Fund Manager at CVM.

Thomas Cornelius Azevedo Reichenheim Member April 15, 2019

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.

Denise dos Passos Ramos Member July 3, 2019

Holds a Law degree from Universidade Federal do Rio de Janeiro and completed an MBA in Business Management from Fundação Getúlio Vargas. Also completed graduate programs in Contractual Law from Fundação Getúlio Vargas and Environmental Law from Pontifícia Universidade Católica do Rio de Janeiro. Over 20 years’ experience in the field, including as a lawyer at Banif – Banco Internacional do Funchal (Brasil) S.A and as Operating Legal Advisor to the Legal Office of Ipiranga Produtos de Petróleo S.A. She was also head of the legal department of Petroflex Indústria e Comércio S.A., a company of the Lanxess Energizing Chemistry group. She is currently Chief Executive Officer at Alberta Albko Ltda.

Gilberto Benevides Member April 30, 2020

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Executive Board

The Executive Board legally represents the company and is mainly responsible for the day-to-day administration and monitoring of the general policies and guidelines established by the General Shareholder´s Meeting and Board of Directors.

The Executive Board must be comprised of a minimum of three and a maximum of eight members, including the CEO and CFO. Members are elected by the Board of Directors for a term of three years, with reelection permitted.

NAME POSITION DATE OF INVESTITURE TERM OF OFFICE
Ian Monteiro de Andrade Investors Relations and Chief Financial Officer March 02, 2020 March 02, 2023
Guilherme Augusto Soares Benevides Chief Operational Officer May 17, 2019 May 16, 2022
Guilherme Luis Pesenti e Silva Statutory Director January 28, 2020 January 28, 2023
Luiz Fernando Ortiz Statutory Director January 28, 2020 January 28, 2023
Fabio Freitas Romano Statutory Director March 02, 2020 March 02, 2023
André Ackermann Statutory Director March 02, 2020 March 02, 2023
Name Cargo Data de Eleição Término do Mandato
Ian Monteiro de Andrade Investors Relations and Chief Financial Officer March 02, 2020 March 02, 2023

Ian Monteiro de Andrade has over 20 years of experience in Corporate Finance, M&A, Equity Management and Corporate activities. Ian served as CFO & IR Director of Camargo Correa Desenvolvimento Imobiliário–CCDI from 2011 to 2016, during which he conducted a wide financial restructuring program. Previously, he worked as CFO of Omega Energia Renovável SA in 2009 a start-up of Tarpon Investimentos, and worked at the Odebrecht Group from 2003 to 2007, assuming the position of Director of International Investments at Odebrecht Investimentos em Infraestrutura – OII. Previously, he also served as Corporate Finance Manager of Construtora Norberto Odebrecht–CNO. Before joining the Odebrecht Group, Ian began his career in the Investment Banking segment for Latin America groups of Lehman Brothers and Merrill Lynch in New York, being responsible for the execution of numerous M&A and capital markets transactions. Mr. Andrade graduated in Economics from Boston University in 1998.

Guilherme Augusto Soares Benevides Chief Operational Officer May 17, 2019 May 16, 2022

He started his career in the Real Estate sector at the age of 17, in the area of viability and new business. Before becoming an entrepreneur, he worked in the areas of marketing and sales at Archote and Fernandez Mera and participated in the development of Imovelweb, the first digital platform on the market. As a businessman, he was the founder and CEO of Upcon Incorporadora S/A for 15 years, winning an award among the 5 largest companies in the Real Estate sector. He also founded and chaired Upcar Parking, SetUp and Upcon Brokers. Recently, he was an investor and board member of the startup HomeGuru. He studied Advertising and Marketing at Universidade Paulista. Through his relentless pursuit of excellence and innovation, he has already left his mark on more than 80 Real Estate projects.

Guilherme Luis Pesenti e Silva Statutory Director January 28, 2020 January 28, 2023

Mr. Pesenti holds a bachelor’s degree in economics and Management from Università Cattolica del Sacro Cuore (Milan, Italy – 2008) and an MBA from INSEAD (Fontainebleau, France – 2013). With over 10 years of work experience in M&A and Business Development, he has led projects and transactions in different industries in Brazil and abroad. Mr. Pesenti was Head of M&A and Business Development at Petro Rio S.A. (Rio de Janeiro-RJ, Brazil), M&A Senior Manager at Burger King Europe GmbH (Zug, Switzerland) and M&A Coordinator at Votorantim Cimentos S.A. (São Paulo-SP, Brazil).

Luiz Fernando Ortiz Statutory Director January 28, 2020 January 28, 2023

Luis Fernando Ortiz has a degree in civil engineering from Instituto Mauá de Tecnologia and holds an MBA certificate in Real Estate from University of São Paulo and an MBA in business from Fundação Getulio Vargas. Mr. Ortiz has 21 years of experience in the real estate sector and joined Gafisa in 2011 as responsible for the acquisition of more than BRL 2 billion in PSV in business. Since 2014, he has been in charge of Business Development, responsible for launching approximately BRL 3 billion of PSV in residential projects. Currently, Mr.Ortiz is the Real Estate Development Director in charge of managing Gafisa’s portfolio in the State of São Paulo.

Fabio Freitas Romano Statutory Director March 02, 2020 March 02, 2023

Mr. Romano’s professional career began in 1997, as an intern at Company, where he reached the position of Director of Incorporations. Before becoming Upcon’s Managing Partner in 2011, he also participated on the Executive Board of large companies, such as Gafisa and Yuny. Mr. Romano has participated in more than 120 projects throughout Brazil.

André Ackermann Statutory Director March 02, 2020 March 02, 2023

Mr. Ackermann holds a degree in Business Administration from Pontifical Catholic University of São Paulo (PUC-SP), with an MBA in Finance from Administration Institute Foundation (FIA). He has over 15-year broad experience in the financial area, having worked for construction and infrastructure companies. For five years, Mr. Ackermann served at Rossi Residencial. For 11 years, he served at Odebrecht Realizações Imobiliárias, liable for treasury, financial market relations, investments, credit, and collection. Mr. Ackermann also served at Somos Educação S.A. for two years, heading the financial planning management, budgetary process control and Capex management.

Committees

Gafisa has five committees that support the management and the administration in specific issues that are strategic to the business, ensuring processes and practices with increased value generation for the business and its shareholders.

To learn about each committee duties, composition and profile, access the Company’s Reference Form

Audit Committee

The Audit Committee oversees the accounting and financial reporting processes, planning and review of the Company, including the quarterly and financial reports. It directs the involvement and disclosure of auditors throughout the auditing process, assuring full compliance with legal requirements and accounting standards. Additionally, it is responsible for monitoring the internal control process, internal auditing proceedings and choice of accounting policies. Finally, it is also responsible for the monitoring of the Ethics and Conduct principles of the Company, overseeing the activities of the Ethics Executive Committee. Gafisa’s Audit Committee is dedicated to ensuring the maintenance of an effective system of internal financial controls. It reviews and assesses the qualitative aspects of the Company’s financial reporting to shareholders, together with the Company’s financial risk assessment. The Audit Committee must be comprised of three independent members and the rules for its composition, functioning and competencies are defined in the Company’s Bylaws, and thus changes amendments can only be made by means of a Shareholders’ Meeting.

Compensation and Corporate Governance Committee

The Compensation and Corporate Governance Committee periodically analyzes and reports on issues regarding the size, identification, selection, qualifications and continuing education of the Board of Directors. It identifies individuals qualified to become Board members, recommends to the Board director nominees to be proposed for election at the annual shareholder meeting and to serve in Board and committee leadership positions. This committee also oversees and evaluates the candidacy of executive officers and the senior management team. The committee develops and recommends to the Board a set of corporate governance guidelines as well as policies for sustainability and corporate social responsibility. This Committee is also responsible for the development, review and oversight of the Manual for Disclosure and Use of Information and of the Policy on Trading of Securities Issued by the Company, to enhance the integrity of Gafisa’s corporate governance. It is also responsible for making informed recommendations to the members of the Board of Directors on the Company’s compensation of executive officers, senior staff, Board of Directors and of the Fiscal Council. It is in charge of recommending the most effective compensation and benefit programs that will facilitate the development, training and retention of the Company’s employees and for the directors responsible for its stewardship. The committee will advise on all matters of remuneration (fixed and variable), negotiation, and wages offered to the Company’s executive directors and other employees. The Compensation Committee must be comprised of three independent members and the rules for its composition, functioning and competencies are defined in the Company’s Bylaws, and thus can only be amended by means of a Shareholders’ Meeting.

Investment Executive Committee

The Investment Executive Committee, which is a non-permanent body established by the Board to provide advice and guidance, has responsibility for analyzing new land acquisition prospects and real estate launches, as well as coordinating, discussing and making recommendations for all additions to the Company’s investment portfolio. The Investment Committee also advises the Company’s executive directors on the negotiation of land acquisitions and in the structuring of all new projects. It oversees and monitors the release of respective cash flows, and, in special cases, participates in the negotiation and structuring of new types of transactions.

Independent Auditors

Independent Auditors are hired to assess Gafisa’s final balance sheets and report directly to its committees. These accountants thoroughly examine Gafisa’s financial records and business transactions to ensure they are in compliance with specific laws or rules. During the 2019 fiscal year, Gafisa contracted BKR – LOPES, MACHADO AUDITORES as independent auditors and has not contracted any other services from this firm that exceeds 5% of the amount of the contract for Independent Auditing of the Financial Statements.

Name Cargo Data de Eleição Término do Mandato