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The Board of Directors is the deliberative body responsible for the general guidance of Via Varejo‘s business, including its long-term strategy. The board has other attributions, including the election of the Company’s officers and oversight of the respective management. At all meetings of the Board of Directors, decisions are made by a majority vote of the members present.
Meetings of the Board of Directors are held at minimum on a bimonthly basis, or whenever necessary by means of a call notice sent by the Chairman of the Board of Directors.
The Company‘s Bylaws provides that the Board will be comprised of at least seven and no more than nine members, elected and dismissed by the Shareholders’ Meeting..
|Board Members||Title||Election Date||End of Term|
|Ronaldo Iabrudi||Chairman||09.03.2018||2020 General Ordinary Meeting|
|Arnaud Daniel Charles Walter Joachim Strasser||Vice Chairman||09.03.2018||2020 General Ordinary Meeting|
|Alberto Ribeiro Guth||Independent Board Member||09.03.2018||2020 General Ordinary Meeting|
|Christophe José Hidalgo||Board Member||09.03.2018||2020 General Ordinary Meeting|
|Peter Paul Lorenço Estermann||Board Member||09.03.2018||2020 General Ordinary Meeting|
|Michael Klein||Board Member||09.03.2018||2020 General Ordinary Meeting|
|Renato Carvalho do Nascimento||Independent Board Member||09.03.2018||2020 General Ordinary Meeting|
|Roberto Fulcherberguer||Board Member||09.03.2018||2020 General Ordinary Meeting|
|Hervé Daudin||Board Member||09.03.2018||2020 General Ordinary Meeting|
Ronaldo Iabrudi is the Chairman of the Board of Directors and representative of Casino Group in Brazil, as well as Chairman of the Board of Directors of Lupatech, member of the Board of Directors of Estácio Participações, partner of VIAW and AGROBANCO. Previously, he was also member of the Board of Directors of Cemar. From 2007 through 2011, he served as CEO of Magnesita, in charge of all companies composing the Magnesita Group in Brazil, Argentina, Germany, France, USA and China. He led the Telemar Group between 1999 and 2006, serving as CEO, CEO of Telemar Operadora and Managing Director. He was Chairman of the Board of Directors of Telemar Operadora and member of the Board of Directors of other Telemar Group companies. He was also CEO of Ferrovia Centro-Atlântica from 1997 to 1999 and Chairman of the Board of Directors of Porto de Angra, as well as Chief Financial Officer of the latter between March and October 1997. From 1984 through 1997, he served as Executive Officer, Administrative and Financial Officer, responsible for the management of Gerdau Group companies located in the state of Minas Gerais, and General Manager of Gerdau Group’s Human Resources Department. With a Bachelor’s Degree in Psychology from PUC-MG (1979), he obtained the Master’s Degree in Qualification of Adults (1981), Master’s Degree in Administration of Changes (1982) and Doctorate’s Degree in Organizational Change (1984) from Université Paris XIX - Dauphine.
Arnaud Daniel Charles Walter Joachim Strasser has worked with Casino Group since 2007 and is currently Executive Development and Holdings Officer, having previously been responsible for the international development department and acted as the CEO‘s councilor. He has also worked in the Cabinet of the Prime Minister of France, in 2005, as Mission Chief, and in the Cabinet of Renaud Dutreil, French Minister of Business and Commerce, from 2005 to 2007, as a special councilor. He was also a member of the Boards of Directors of Almacenes Exito (Colombia), Big C (Thailand), Super de Boer (Holland), as well as a member of the Casino Group’s (France) executive committee. He is currently a member of the Board of Directors of Wilkes Participações SA, controlling shareholder of Companhia Brasileira de Distribution. He is also Vice-Chairman of the Board of Directors of CBD.
Alberto Ribeiro Guth is a founding partner of Angra Partners Gestão de Recursos e Assessoria Financeira, company founded in 2003 and focused on financial restructuring and debt negotiations, operational restructuring and coordination of merger and acquisitions business processes. Between 1993 and 2003, he was a managing partner of Investidor Profissional Gestão de Recursos. Previously, for 9 years he served at Esso Brazil as an executive in the strategic planning, finance and marketing areas. He has over 28 years of professional experience, having served as a board member at companies such as Metro of Rio de Janeiro, Brasil Telecom, Telemig, Editora e Livraria Saraiva and Elevadores Atlas and member of fiscal council of companies such as Eternit, Freios Varga and Petroflex. Alberto holds a degree in engineering from Instituto Militar de Engenharia - IME and holds an MBA from the Wharton Business School.
Christophe Hidalgo served as the CFO of Êxito Group (Colombia), a subsidiary of Casino Group, from 2010 to 2012. After joining Casino in 2000, Mr. Hidalgo held several positions in financing and controlling at the Group. In Brazil, he also worked as the CFO of Castorama from 1996 to 2000. Mr. Christophe Hidalgo is French and holds a bachelor’s degree in law and a master’s in finance and accounting from the Bordeaux University, France. He is currently CFO of CBD.
Peter Paul Lorenço Estermann is a member of the Company‘s Board of Directors, having taken office on April 27, 2018. Previously, he held the position of Chief Executive Officer of the Company since October 2, 2015. He also held the position of Vice President of Infrastructure and Strategic Development at Companhia Brasileira de Distribuição - CBD from June 2014 to October 2015. Previously, he held the following executive positions: vice-president and chief operating officer of TENCO Shopping Centers (2014); executive officer of global operations of Magnesita Refractarios S.A. from 2012 to 2013; chief executive officer at LWB Refractories - Germany, subsidiary of Magnesita Refractarios S.A. for operations in Europe, from 2008 to 2011; executive director of operations at Medial Saúde, one of the largest health insurance companies in Brazil, from 2006 to 2007, during its initial public offering in the Novo Mercado segment of the BM&FBOVESPA, in which actively participated, executive director of organizational development and president for the North and Northeast regions of Telemar Norte Leste S.A. from 2001 to 2005; executive director of operations and vice-president at Satipel Minas Industrial Ltda. from 1999 to 2001; chairman of the board of directors and general director of Tecflor Ind. S.A. from 1997 to 1998; general director of the forestry division of Aracruz Celulose SA from 1996 to 1997; chief operating officer of the Petropar Group from 1989 to 1995; chief operating officer of Destilaria Brasilândia S.A. from 1987 to 1988; and general manager of Agropecuária Mogno S.A. from 1981 to 1986. Mr. Estermann also served as a member of the board of directors of Tecflor Industrial S.A. from 1997 to 1998, Planalto Transportes Ltda. from 2007 to 2008 and Odontosystem Ltda. in 2008; as chairman of the board of directors of Sinterco S.A. from 2008 to 2013; and as member and chairman of the board of directors of Reframec Services S.A. in 2013. Mr. Estermann holds a bachelor’s degree in agricultural engineering from Universidade Federal de Minas Gerais - Lavras and a graduate degree from Harvard Business School.
Michael Klein has been a member of our Board of Directors since November 9, 2010. He is a partner and CEO of Casa Bahia Comercial Ltda. Previously, he served as the chairman of our Board of Directors until last February. He joined CB in 1969 as financial manager, and since then he has been acquiring vast experience in the furniture manufacturing and retail sector, leading its strong growth in recent years. He has a degree in Business Administration from Universidade Paes de Barros and specialization from Fundação Getulio Vargas (FGV).
Renato Carvalho do Nascimento is a founding partner of LaPlace Finanças, financial advisory company and investment funds management. He worked at Lehman Brothers in New York in the investment banking area, and as a consultant at Accenture and Monitor. He was a member of the boards of Telemig, Metro of Rio de Janeiro and Tropical, and chairman of the board of Maeda. Renato is currently chairman of the board of TMA in Brazil. Renato was a finance professor at the MBA course of Insper, in São Paulo. He has a degree in mechatronics engineering from the Escola Politécnica, USP, and holds an MBA from the Tuck School of Business at Dartmouth.
Roberto Fulcherberguer was the Company’s Sales Vice Chief Executive Officer until last February 11. He occupied the position of Vice Chief Executive Officer in Casa Bahia Comercial Ltda. for seven years, Procurement Officer in Lojas Arapuã S.A for 11 years and Category Manager in Companhia Brasileira de Distribuição for six years, working in retail through sales, marketing, operations and logistics areas. He has a bachelor’s degree in Business Administration from Universidade Paulista and a Master’s degree in Marketing from Fundação Armando Álvares Penteado - FAAP.
Hervé Daudin. After a career at the Ministry of Finance (Treasury Department and Minister’s office), Mr. Daudin joined Casino in 2003, as Vice President of Corporate Planning and Strategy (2003-2005). He has served as Merchandise and Supply Chain Managing Director and member of the Executive Committee of the Group Casino, since 2009. He is currently chairman of EMC Distribution SAS, Cdiscount Group and Distribution Casino France SAS. He is vice-president of European Marketing Distribution AG and member of the board of directors of Big C Supercenter PLC. Mr Daudin is a graduate of Ecole Normale Supérieure (Paris) and Ecole des Ponts et Chaussées (Paris). He holds a Master of Science and a PhD in Economics.
Via Varejo’s Executive Officers are the company’s legal representatives, mainly responsible for the management and implementation of the policies and general guidelines established by Shareholders’ Meetings and by the Board of Directors. In accordance with Brazilian Corporate Law, each Board member of Via Varejo must reside in the country, and may or may not be a shareholder. In addition, up to one third of the Board of Directors’ members may be elected to executive positions, as well as the position of Chairman of the Board of Directors and the Chief Executive Officer must not be accumulated by any person.
In compliance with Via Varejo’s Bylaws, the Board is currently composed by:
|Officers||Position||Election Date||End of Term|
|Peter Paul Lorenço Estermann||CEO||12.21.2018||10.24.2020|
|Felipe Coragem Negrão||Chief Financial Officer||10.24.2018||10.24.2020|
|Paulo Adriano Romulo Naliato||Chief Operating Officer||10.24.2018||10.24.2020|
|Luis Felipe Silva Bresaola||Investor Relations Officer||10.24.2018||10.24.2020|
|Maurizio de Franciscis||Digital Innovation Officer||10.24.2018||10.24.2020|
|Jorge Faiçal Filho||Commercial and Marketing Executive Officer||19.02.2019||10.24.2020|
Peter Paul Lorenço Estermann holds the position of Chief Executive Officer of the Company, who took office on December 21, 2018. He also serves as a member of the Company‘s Board of Directors and the Chief Executive Officer of Companhia Brasileira de Distribuição since April 27, 2018 He held the position of Vice-President of Infrastructure and Strategic Development at Companhia Brasileira de Distribuição - CBD from June 2014 to October 2015. He has built his career in different business segments, both in industry and services, and in large size, leaders in their areas of operation, differentiated in terms of technology, management models and cultures. Mr. Peter was Vice President and Chief Operating Officer at TENCO Shopping Centers (2014), Global Operations Executive Officer at Magnesita Refratários SA (2012-2013) and General Executive Director at LWB Refractories - Germany (2008-2011), a wholly-owned subsidiary of Magnesita for Europe-based operations in Germany. He also served as Chief Operating Officer for Medial Saúde (2006-2007), one of the largest health care providers in the country, when he was preparing to open capital in the new market of Bovespa, where he actively participated. He was also Executive Director of Organizational Development (2005-2006) and President - North and Northeast (2001-2004) at Telemar Norte Leste S.A. He also served as Chief Operating Officer and Vice President at Satipel Minas Industrial Ltda. (1999 -2001). Still, at Aracruz Celulose SA, he served as Chairman of the Board of Directors and General Director of Tecflor Ind. S.A (1997-1998) and General Director of the Forestry Division (1996-1997). He also served as Operations Director (1989-1995) at the Petropar Group, as Director of Operations at the Brasilândia S.A. (1987- 1988) Distillery and as General Director at Agropecuária Mogno S.A. (1981-1986). On the Board of Directors, Mr. Peter served as a member of Tecflor Industrial S.A. (1997-1998), at Planalto Transportes Ltda. (2007-2008) and Odontosystem Ltda. (2008), and as Chairman of the Board of Directors at Sinterco S.A. (2008-2013) and as member and Chairman of the Board of Directors at Reframec Serviços S.A. (2013). He holds a degree in Agricultural Engineering from the Federal University of Lavras - Minas Gerais (1977-1981) and a postgraduate degree from the Harvard Business School ("Making Corporate Boards more Effective" - 2008, "Audit Committees in the New Era of Governance" - 2008 and "Program for Management Development / PMD" - 1999).
Felipe Negrão works for Via Varejo since 2013. He was appointed our Chief Financial Officer in 2015. He is also a board member of FIC - Financeira Itaú CBD; and a member of the fiscal board of Via Varejo Foundation. Previously, he held the position of Financial Services Executive Officer; and Treasury, Taxes and Financial Planning Director. Mr. Negrão has been working in the financial area for more than 20 years, where he held executive positions at Grupo Ibmec Educacional and Medial Saúde. He was also consultant of Bain & Company and A.T. Kearney. Mr. Negrão worked in the investment banking division of Banco Bradesco and in the credit division of the Inter-American Investment Corporation, the private arm of Inter-American Development Bank. Mr. Negrão holds a Bachelor’s degree in Business Administration from Fundação Getúlio Vargas (FGV), a Master in Business Administration (MBA) from Massachusetts Institute of Technology (MIT) and an Advanced Management Program (AMP) from Harvard Business School (HBS).
Paulo Adriano Romulo Naliato is a member of our Executive Board. He has acted as Chief Operating Officer since October 25, 2016. On April 27, 2018, the title of his position was changed to Executive Director of Sales and Business. He took office on October 17, 2013 as the Human Resources Officer. Previously, he served as the Human Resources Officer at Santander (Brazil) from August 2008 to July 2013 and at Banco Real ABN Amro from August 2000 to July 2008. He also held the position of Human Resources Manager at Banco Excel Econômico/BBVA from March 1997 to July 2000, as the Human Resources Manager and Incentive Marketing at Banco Unibanco from December 1995 to February 1997 and as Human Resources Analyst and consultant at Banco Nacional from October 1986 to November 1995. Mr. Naliato graduated in Law from Faculdades Metropolitanas Unidas (FMU), having attended a training program in Coaching at the Integrated Coaching Institute. He also holds a specialization degree in People and Business Management from the Getúlio Vargas Foundation and in Global Business Management (CLP) from IESE Business School.
Luis Felipe Silva Bresaola has been part our Investor Relations since August, 2016. Previously, he was a sell side analyst at Citi LatAm Retail team for three years. Luis also spent two years at Deutsche Bank as a lead analyst for the Education sector and an associate for Healthcare and LatAm Pulp&Paper sectors, and four years at Banco Espirito Santo Securities as an Education and Healthcare sectors‘ analyst. Mr. Bresaola is part of Harvard Business School Program for Leadership Development the (PLD) and holds bachelors` degree of Business Administration (PUC - SP) and Accounting (UAM).
Maurizio de Franciscis. is a member of our executive board, holding the position of CDO, since August 2018, being responsible for the digital transformation of the company. He previously served as CEO and CDO at CVC and Submarino Viagens. He served as CEO and COO of Hotel Urbano, a GE executive and a digital entrepreneur with more than 20 years of management experience, acquired in Brazil, the United States, the United Kingdom and Europe. Graduated in Economics from the University of Rome "La Sapienza" and holds an MBA from INSEAD (France) and the Black Belt from Six Sigma.
Pursuant to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from Management and external auditors. The Fiscal Council may operate on a permanent and non-permanent basis, in this case, it will operate during a specific fiscal year, when instated upon request of shareholders, representing, at least, 2% of the voting shares and each period of its operations will expire at the first Annual Shareholders‘ Meeting after its instatement.
The Fiscal Council‘s main responsibilities consist of overseeing the Management‘s activities, reviewing the Company‘s financial statements and reporting its conclusions to shareholders. The Brazilian Corporation Law requires that members of the Fiscal Council shall receive compensation, of at least, 10% of the average amount annually paid to the Company‘s executive officers. The Brazilian Corporation Law also requires that the Fiscal Council is composed of, at least, three members, and at most, five members and their respective deputies.
Via Varejo‘s Bylaws provide for a non-permanent Fiscal Council, composed of three sitting members and equal number of alternate members, elected at the Shareholders‘ Meeting.
|Audit Council Members||Position||Election Date||End of Term|
|Eduardo da Silva Flores||Council Member||04.26.2018||2019 General Ordinary Meeting|
|Bruno Meirelles Salotti||Alternate Member||04.26.2018||2019 General Ordinary Meeting|
|João Domiraci Paccez||Alternate Member||04.26.2018||2019 General Ordinary Meeting|
|Guillermo Oscar Braunbeck||Alternate Member||04.26.2018||2019 General Ordinary Meeting|
Eduardo da Silva Flores Mr. Eduardo da Silva Flores is a member of the Company’s Fiscal Council and the Accounting Pronouncements Committee (CPC), and represents the National Confederation of Industry (CNI). He is a member of the International Accounting Laboratory in partnership with EAC/USP - FIPECAFI and member of the Group of Studies in Law and Accounting (GEDEC) of the Getúlio Vargas Foundation (FGV). Mr. Flores is also an alternate member of the International Integrated Reporting Council - IIRC (London - UK). He has also been a Consultant and an ‘Opinion Giver’ on financial and accounting matters since 2011. He worked as a Senior Consultant between 2007 and 2011 at Ernst & Young - Brasil and as a Financial Analyst at McDonalds - Brasil between 2003 and 2007. Mr. Flores earned a doctorate in Accounting from the University of São Paulo in 2016; a bachelor’s degree and a master’s degree in Accounting in 2010 and 2012, respectively, from Fundação Escola de Comércio Álvares Penteado (FECAP); a post-doctorate in Accounting from the University of São Paulo; and a post-doctorate in Finance from EAESP (FGV). Mr. Eduardo da Silva Flores is currently graduating in Actuarial Science from the University of São Paulo, to be concluded in December 2018.
Bruno Meirelles Salotti holds a degree in accounting from Universidade de São Paulo (1999), a master’s degree in controllership and accounting from Universidade de São Paulo (2003) and a doctorate degree in controllership and accounting from Universidade de São Paulo (2005). He has been a Professor of Faculdade de Economia, Administração e Contabilidade of Universidade de São Paulo since 2006. He has experience in accounting specializing in accounting for external users, working mainly on corporate accounting and international accounting (IFRS). He has acted as an external auditor in Arthur Andersen S/C (between 1998 and 2000), accounting analyst at Dixie Toga S/A (between 2000 and 2001) and consultant at FIPECAFI (between 2001 and 2005). In addition, he is a member of the SAC Advisory Committee of the IAAER for matters discussed in the SAC Advisory Board of the IASB, a member of the CFC Working Group for the analysis of IASB’s standards, and a member of the Fiscal Council of Fundação Bunge. He is also a member of the International Accounting Laboratory Coordinating Body of FEA/USP.
João Domiraci Paccez has been an assistant professor of the Accountancy and Actuarial Science Department at the School of Economics, Administration and Accountancy of São Paulo University since 1992. He also works as a professor in several MBA courses at the Foundation Institute of Accounting, Actuarial and Financial Researches - FIPECAFI and at the Foundation Institute of Administration - FIA. He is an accounting and tax consultant of the Brazilian Association of the Leasing Company - ABEL and carries out business consultant activities in the areas of finance, accounting, costs and management systems. Currently, he is a sitting member of the Audit Board of the Foundation Institute of Accounting, Actuarial and Financial Researches - FIPECAFI, position that he has been holding since April 2010. He issues review reports on matters such as the accounting and financial aspects, and he also collaborates with other reviewers. He is the co-author of the book "Fundamentos da Contabilidade" ["Fundamentals of Accounting"] published by Saraiva Publishing House (1st edition in 2011) and, also, of the work book attached to the book "Contabilidade Introdutória" [Introduction to Accounting] prepared by a team of professors of São Paulo University published by Atlas Publishing House (11th edition in 2011). He was also the technical director of Cia. Itauleasing de Arrendamento Mercantil, from Itaú Group and managing director of the Foundation Institute of Accounting, Actuarial and Financial Researches - FIPECAFI.
Guillermo Braunbeck holds a degree in Economic Sciences from Unicamp and PhD in Controllership and Accounting from FEA/USP (Faculty of Economics, Administration and Accounting of the University of São Paulo). Mr. Braunbeck worked as independent auditor at Arthur Andersen between 1994 and 2001 and as risk manager at Votorantim Celulose e Papel S.A. (current Fibria S.A.) between 2002 and 2005, where he was in charge of the corporate risk management program, internal audit and ombudsman, besides leading several corporate projects, such as conformity with the Sarbanes-Oxley Act. Mr. Braunbeck was partner at Hirashima & Associados between 2005 and 2009, where he led accounting and financial consulting services in corporate restructuring and issues related to the International Financial Reporting Standards (IFRS). Mr. Braunbeck was a deputy member of Empresa Brasileira de Aeronáutica S.A. (Embraer)’s Fiscal Council between 2005 and 2010. He worked as professor and consultant at the Institute Foundation of Accounting, Actuarial and Financial Research - FIPECAFI between 2007 and 2011. Mr. Braunbeck was educational project manager of the International Accounting Standards Board (IASB) in London between 2011 and 2014, in charge of several publications of IFRS Foundation. Mr. Braunbeck participated in several IFRS projects sponsored by the United Nations (UNCTAD), World Bank and Accounting Federal Council. Currently, Mr. Braunbeck is PhD professor at the Accounting and Actuary Department of FEA/USP and partner of Laplane Consultoria Econômica.
Currently, the Company has 5 Committees in operation, namely: (i) Audit Committee; (ii) Human Resources and Remuneration Committee; (iii) Financial Committee; (iv) Expansion Committee; (v) Disclosure and Trading Committee.
Each Committee is composed of at least 3 (three), who are appointed by the Board of Directors for a term of two (2) years, and re-election is permitted. The Board of Directors will elect a President or Coordinator, who will be responsible for representing, organizing and coordinating the activities of the respective Committees. All the rules defined above, as well as the attributions referred to below, are expressed in the internal rules of each Committee. The internal regulations of the Human Resources and Compensation, Financial,Expansion and Audit Committees are filed on the Investor Relations website, in the Corporate Governance section, and in the IPE, as annexes to the minutes of the Board of Directors‘ meeting held on October 24, 2018, which approved the amendments to these regiments.
(i) Audit Comittee:
The Audit Committee has the following main duties, among others: a) issuing an opinion on the engagement or dismissal of independent outside auditors; b) appraising the company’s quarterly financial filings, interim financial statements, and annual financial statements; c) overseeing the activities of the company’s internal auditing and internal control departments; d) appraising and monitoring the company´s risk exposures; e) appraising and monitoring the company´s internal polices, including its policy on related-party transactions, and recommending corrections or enhancements; f) evaluate and monitor the means to receive and treat information on non-compliance with legal and regulatory provisions to the Company, including applicable regulations and internal regulations, provision for specific procedures to protect whistleblowers and assure the confidentiality of such information; g) issuing a summarized anual report, to be presented along with with the Company’s financial statements, containing, at least, information about meetings held and the main subjects discussed, and highlighting the recommendations made by the committee to the company’s board of directors; and h) issue an opinion on any other matters submitted by the Board of Directors, as well as on those that it considers relevant.
|Audit Comittee Members||Position||Election Date||End of Term|
|Alberto Ribeiro Guth||Coordinator||10.24.2018||Until the first Board of Directors‘ Meeting to be held after the 2019 Ordinary General Meeting|
|Fernando Dal-Ri Murcia||Comittee Member||10.24.2018||Until the first Board of Directors‘ Meeting to be held after the 2019 Ordinary General Meeting|
|Marcel Cecchi Vieira||Comittee Member||10.24.2018||Until the first Board of Directors‘ Meeting to be held after the 2019 Ordinary General Meeting|
|Gisélia da Silva||Comittee Member||10.24.2018||Until the first Board of Directors‘ Meeting to be held after the 2019 Ordinary General Meeting|
|Renan Bergmann||Comittee Member||10.24.2018||Until the first Board of Directors‘ Meeting to be held after the 2019 Ordinary General Meeting|
(ii) Financial Comittee:
The Financial Committee has the following main duties, among others: (a) to suggest amendments to the Rules of Procedure, submitting them to the Board of Directors‘ resolution; (b) to recommend and monitor the adoption of the best economic and financial standards and the process of implementation and maintenance of such standards in the Company, proposing changes, updates and improvements to the Board of Directors; (c) review and revise the Company‘s budget, as well as monitor and monitor its implementation and execution; (d) analyze and review the economic and financial feasibility of the Company‘s investment plans and programs, as well as monitor and monitor their implementation and realization; (e) to review, review and recommend measures and actions for the negotiations of any merger, merger and acquisition or any similar transaction involving the Company or any of its subsidiaries; (f) to monitor any operations and negotiations mentioned in item (e) above; (g) analyze and review the Company‘s economic-financial ratios, cash flow and indebtedness policy, in order to suggest changes and new approaches whenever it deems necessary; (h) monitor and monitor the average cost of the Company‘s capital structure and suggest modifications, whenever deemed necessary, as well as evaluate and discuss alternatives for raising new funds for the Company; (i) analyze and recommend opportunities related to financing operations that may improve the Company‘s capital structure, as well as analyze and discuss working capital needs and its impacts on the Company‘s capital structure; (j) follow the procedures and processes for obtaining SOX certification from the controlling shareholder and the like; (k) to give an opinion on the hiring and dismissal of external audit firms for any type of service, as well as to analyze and discuss the reports and opinions of the external auditors; (l) to assist the Company‘s Board of Directors and Board of Executive Officers in analyzing the Brazilian and world economic situation and its potential reflections on the Company‘s financial position, as well as in the preparation of scenarios and trends, in the assessment of opportunities and risks, and in the definition of strategies to be adopted by the Company with respect to its financial policy; (m) follow the trading standards of the Company‘s securities, as well as the opinions of the main investment analysts, proposing measures that contribute to the maintenance of a healthy and liquid secondary market; and (n) other duties that may be designated by the Board of Directors.
|Members of the Financial Comittee||Position||Election Date||End of Term|
|Christophe José Hidalgo||Chairman||05.30.2017||2019 General Ordinary Meeting|
|Peter Paul Lorenço Estermann||Comittee Member||04.27.2018||2019 General Ordinary Meeting|
|Renato Carvalho de Nascimento||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
|Roberto Fulcherberguer||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
|Ronaldo Iabrudi dos Santos Pereira||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
(iii) Expansion Comittee:
The Expansion Committee has the following main duties, among others: (a) to suggest changes to the Rules of Procedure, submitting them to the Board of Directors‘ resolution; (b) to assist the Company‘s Board of Directors in defining the strategy to be followed by the Company in the identification of properties, for acquisition or lease, for the purpose of installing future stores; (c) to evaluate, discuss and make recommendations to the Board of Directors regarding plans, studies and strategic projects regarding leases of real estate by the Company; (d) monitor the implementation of expansion plans, projects and investments approved by the Board of Directors, in order to ensure compliance with the guidelines defined by the Board of Directors; (e) evaluate the projects of works and costs of remodeling and expansion of the Company‘s stores; (f) to assist the Board of Directors in planning the Company‘s growth; and (g) other duties that may be designated by the Board of Directors.
|Members of the Expansion Comittee||Position||Election Date||End of Term|
|Christophe José Hidalgo||Chairman||05.30.2017||2019 General Ordinary Meeting|
|Alberto Ribeiro Guth||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
|Peter Paul Lorenço Estermann||Comittee Member||04.27.2018||2019 General Ordinary Meeting|
|Michael Klein||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
|Renato Carvalho de Nascimento||Comittee Member||05.30.2017||2019 General Ordinary Meeting|
(iv) Disclosure and Negotiation Committee:
The Disclosure and Trading Committee has the following main duties, among others: (i) annually review the list of people who have adhered to the Company‘s Trading Policy and are bound to observe the rules described therein, with the objective of maintaining it updated and guarantee the adhesion of all persons who, in the Company‘s interest, should be subject to their compliance and compliance, in addition to those already obligated by CVM Instruction 358; (ii) to assist the Company‘s Board of Directors in reviewing the new Individual Investment Plans of Obligated Persons, with the purpose of safeguarding and guaranteeing compliance with the objectives of the Trading Policy; and (iii) assist the Investor Relations Director in matters submitted by the Committee to the Committee within the scope of the Trading Policy.
|Members of the Disclosure and Negotiation Committee||Position||Election Date||End of Term|
|Flávio Dias Fonseca da Silva||Comittee Member||10.24.2018||2020 General Ordinary Meeting|
|Felipe Coragem Negrão||Comittee Member||10.24.2018||2020 General Ordinary Meeting|
|Elton Flávio Silva de Oliveira||Comittee Member||10.24.2018||2020 General Ordinary Meeting|
|Luis Felipe Silva Bresaola||Comittee Member||10.24.2018||2020 General Ordinary Meeting|