Composition

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Board of Directors The Board of Directors is composed of seven members, two are independent and seven are alternate members. Their duties are defined in the Articles of Incorporation and governed by the Internal Regulations, including setting the overall direction of the Company's business, by establishing medium and long term strategic goals, considering the interests of shareholders, employees and customers. The Term of Office for members of the Board of Directors is two years, and they can be re-elected. Ordinary meetings of the Board of Directors are held once a month and extraordinary meetings are held when called by its Chairman or by any of its members if needed.  
Marcelo Adilson Tavarone Torresi

POSITION: Independent Chairman of the Board of Directors
POSITION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

He holds a degree in Engineering from the Polytechnic School of the University of São Paulo ±USP, and specializes in Strategic Management, Strategic Finance Management, Strategic Human Resources Management, Strategic Operations and Logistics Management and Strategic Marketing Management from the Getúlio Vargas Foundation ±FGV. He is Managing Director of Torresi amp; Associados, an effective member of the Boards of Directors of Banco Pan, Paranapanema and Rossi Residencial, and an effective member of the Supervisory Board of Bombril. He was an alternate member of the Supervisory Board of Terra Santa, Director of Pilotage Investimentos, an effective member of the Boards of Directors of Vikstar Contact Center, Socicam and Azevedo amp; Travassos, and an effective member of the Supervisory Board of Azevedo amp; Travassos, Banco Pan and Paranapanema. He has held the positions of CEO at Banco Paulista, SOCOPA and Banco Pecúnia, and Director of Silex Business Consulting, and has also worked as an assistant professor at BSP ±Business School São Paulo and LARC ± Laboratory of Computer Architecture and Networks at the University of São Paulo.

Rafael de Oliveira Morais

POSITION: Vice President of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Rafael de Oliveira Morais has a degree in Accounting from the University of Brasilia, a post-graduate degree in Controllership and Finance from FGV-DF and a PhD in Business Administration from the University of Bordeaux. He has worked at Caixa Econômica Federal since 2002, in the areas of controllership, finance and insurance, where he held various leadership positions. In July 2020, he took over as Vice President of Wholesale, where he remained until June 2021, when he took over as Vice President of Controllership and Finance at Caixa Econômica Federal.

Paulo Amador Thomaz Alves da Cunha Bueno

POSITION: Independent Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Graduated from the Law School of Faculdades Metropolitanas Unidas ±FMU (1996), Master in Criminal Law from the Law School of the Pontifical Catholic University of São Paulo ±PUC-SP (2001), PhD in Criminal Law from the Law School of the Pontifical Catholic University of São Paulo ±PUC-SP (2007), extension courses in the areas of Criminal Law/Criminology promoted by the Pontifical Urbaniana University ±Vaticano (1994), Special Criminal Courts promoted by the Law School of the University of São Paulo, Brazilian Academy of Criminal Law and Brazilian Association of Criminal Lawyers (1995), Criminal Procedural Law promoted by the São Paulo Lawyers Institute ±IASP (1999), Criminal Law promoted by the Getúlio Vargas Foundation ±FGV (2002), university extension course and law studies in the area of Criminal Procedural Law promoted by the Pontifical Urbaniana University ±Vaticano (1996), postgraduate course in Economic and European Criminal Law promoted by the Faculty of Law of the University of Coimbra and the Brazilian Institute of Criminal Sciences (2008). He currently teaches undergraduate law courses at Fundação Armando Álvares Penteado ±FAAP-SP and Pontifícia Universidade Católica de São Paulo ±PUC-SP. He has already been a member of the Board of Directors of Taurus S. A., and is currently a member of the Board of Directors of Paranapanema S/A.

Maria Gustava Heller Britto

POSITION: Independent Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Graduated in Business Administration from EAESP-FGV-SP, with a post-graduate degree in Business Administration from EAESP-FGV-SP in 1981. She was a member of the Board of Directors of Kepler Weber S/A for several terms, from 2010 to the present day, and was a member of the Board of Directors of Paranapanema S/A for two terms. *Since May 8, 2013, she has been Vice-Chairman of the Board of Directors of Plascar Participacoes Industriais S.A. She was a consultant (2010/2016) and Managing Partner responsible for the financial administration area and Director responsible for Market Relations with Bovespa and CVM (2004/2010) at Tov Corretora de Câmbio Títulos e Valores Mobiliários LTDA. At Unibanco União de Bancos Brasileiros, she was Deputy Director of the Corporate Finance area, responsible for equity and debt transactions for publicly traded companies in the Brazilian and international markets, working in partnership with major Wall Street investment banks (1994/2002). He was a trainee, investment analyst, manager, superintendent and regional superintendent, carrying out various executive and managerial activities in the areas of Mergers and Acquisitions, Underwriting (going public: shares and debentures) and Corporate Finance (1976/1994). He was also a member of ANBID’s Capital Markets Ethics Committee, representing Unibanco, for two consecutive terms.

Marcelo Munhoz Auricchio

POSITION: Independent Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Mr. Marcelo Auricchio has been an independent member of our Board of Directors since April 2022. He holds a degree in Business Management and Electronics from Universidade Paulista and is completing an MBA in Value Investing in 09/23 . Mr. Auricchio has over 38 years of experience in the industrial sector. He built his career at the Mahle Metal Leve Group and was a partner and director of Robotics/Safety at the Modena Contric Group until May 2022. He has also been a member of the Board of Directors, Coordinator of the Operations Committee and Coordinator of the Photovoltaic Committee of the Eternit Group since 2011, a member of the Board of Directors of Sabesp since April 2022, Chairman of the Board of Mineradora SAMA since 2022, and was an alternate member of the Supervisory Board of the Unipar Group in 2017. He has acquired skills, abilities and knowledge that allow him to contribute to the most diverse matters and strategies that are dealt with by the boards he sits on, such as turnarounds, production systems, environmental, social and corporate governance, capital structure, asset sales, financial restructuring of companies in crisis, including judicial recovery and executive succession.

Ricardo Vieira Coutinho

POSITION: Independent Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Born in João Pessoa/PB, he has a degree in Pharmacy and a specialization in Pharmacy with a qualification in clinical analysis from the Federal University of Paraíba/UFPB, and a specialization in Hospital Pharmacy from the Federal University of Rio de Janeiro/UFRJ. He has been Managing Partner of RC Consultoria LTDA. since 2018, was President of the João Mangabeira Foundation from 2019 to 2021, and Governor of Paraíba from 2011 to 2018. Mayor of João Pessoa/PB from 2005 to 2010, he was a Federal Deputy in the Legislative Assembly of Paraíba from 1999 to 2004 and a Councillor in the City Council of João Pessoa from 1993 to 1998. He worked as a pharmacist at the Federal University of Paraíba from 1981 to 2019.

Rafael Gorenstein

POSITION: Independent Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

He has a degree in Aeronautical Mechanical Engineering from the Instituto Tecnológico de Aeronáutica – ITA, a Master’s degree in Control Engineering and Statistics from PUC-RJ and an MBA from Imperial College, London. He has worked as a financial executive in investment banks and in several large companies in the real estate, textile, beverage, telecommunications and oil and gas sectors. He has significant experience in corporate restructuring, especially in reorganizations in the context of judicial reorganization.

Carlos Augusto Reis de Athayde Fernandes

POSITION: Independent Alternate Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Bachelor of Laws from Fundação Armando Álvares Penteado – FAAP. LLM in Corporate Law from Insper ± Instituto de Ensino e Pesquisa. He took the Fiscal Council in Practice and Corporate Governance Secretariat courses at the IBGC ± Brazilian Institute of Corporate Governance. He was a trainee and lawyer at renowned law firms. Member of the Brazilian Bar Association, São Paulo section. Member of the Portuguese Bar Association, Porto Regional Council. Member of the São Paulo Lawyers Association (AASP). He is a member of the Board of Directors of Terra Santa Propriedades Agrícolas S.A. He is a member of the Audit Committee of Alpargatas S.A. and the Legal Affairs Committee of Terra Santa Propriedades Agrícolas S.A. He was a full member of the Audit Board of Alpargatas S.A., of the Innovation and Audit Committees of Terra Santa Agro S.A. He was a member of the People Committee of Terra Santa Agro S.A. He is the coordinator of the Legal Committee of Rossi Residencial S.A. He was a member of the Board of Directors of Azevedo e Travassos S.A. He was an alternate member of the Fiscal Council of Companhia Paranapanema S.A. and is currently an alternate member of the Fiscal Council of Bombril S.A. He holds the position of Legal Director of Bonsucex Holding S.A.

Fábio Gallo Garcia

POSITION: Independent Alternate Member of the Board of Directors
ELECTION: 18/04/2024
TERM OF OFFICE: Annual General Meeting 2026

Graduated in Engineering and Business Administration, PhD in Finance from EAESP-FGV / University of Texas and in Philosophy from PUC/SP. Master’s in Finance from EAESP-FGV, Postgraduate in Accounting and Financial Administration ±CEAG ±EAESP-FGV. Professor of Finance at the School of Business Administration of the Getúlio Vargas Foundation (EAESP/FGV) and of Finance at the Pontifical Catholic University of São Paulo (PUC/SP). He is a columnist for the newspaper O Estado de São Paulo and former Administrative Vice-Rector of the Pontifical Catholic University of São Paulo (PUC/SP). He is an effective member of the Board of Directors of Rossi Residencial S.A. He was an alternate member of the Fiscal Council of Alpargatas.