Corporate Governance

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Directors, Executive Officers and Committees

Board of Directors

The Board of Directors is the deliberative body responsible for the general guidance of Viavarejo‘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; in the event of a tie vote, the Chairman of the Board of Directors holds an additional deciding vote.

Meetings of the Board of Directors are held at minimum on a quarterly basis, or whenever necessary by means of a call notice sent by the Chairman of the Board of Directors, who may be petitioned to send a call notice by at least three board members or by the Company’s chief executive officer.

The Company‘s Bylaws provides that the Board will be comprised of at least five and no more than seventeen members, all shareholders, 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.

Board of Executive Officers

Viavarejo’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 Viavarejo 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.

In compliance with Viavarejo’s Bylaws, the Board is currently composed by:

Officers Position Election Date End of Term
Flavio Dias Fonseca da Silva CEO 04.27.2018 10.25.2018
Felipe Negrão Chief Financial and Investors Relations Officer 10.25.2016 10.25.2018
Paulo Adriano Romulo Naliato Chief Operating Officer 10.25.2016 10.25.2018

Flavio Dias Fonseca da Silva is a member of our executive board, holding the position of Chief Executive Officer of the Company, whose possession was taken on April 27, 2018. Previously, he held the position of Director of the Company‘s Online Business Unit, December 2016. Previously he held an executive position in the group, as CEO of Cnova, GPA’s electronic commerce division. With more than 17 years of experience in e-business and CRM, Mr. Fonseca da Silva is one of the pioneers in e-commerce in the country, having launched the Brazilian website of the world‘s largest retailer, Walmart.com, where he acted as CEO and was the founder responsible for the company in Brazil. More recently, he led the creation of the first 100% digital retail bank in the country, Banco Original. He also held executive positions at Philips and Magazine Luiza. Mr. Fonseca da Silva completed his undergraduate program in production engineering at Faculdade de Engenharia Industrial (FEI) in 2000 and received his master‘s degree in business administration from FGV-EASP / UCLA in 2004.

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.

Fiscal Council

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.

Viavarejo‘s Bylaws provide for a 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
Fernando Dal-Ri Murcia Council Member 04.26.2018 2019 General Ordinary Meeting
Marcel Cecchi Vieira Council Member 04.26.2018 2019 General Ordinary Meeting
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

Fernando Dal-Ri Murcia holds a Bachelor‘s degree in business management from Webber International University (USA) and in accounting from Universidade do Vale do Itajaí (SC). He holds a master‘s degree in accounting from Universidade Federal de Santa Catarina and a doctorate degree in accounting and controlling from Universidade de São Paulo. He is the head professor of Faculdade de Economia, Administração e Contabilidade of Universdade de São Paulo. He is the Latin American Representative of the Emerging Researchers Program of Deloitte Touche Tohmatsu and the International Association for Accounting Education and Research (IAAER). He is a Researcher and Scholar for the National Council for Scientific and Technological Development (CNPq). He is a member of the Federal Accounting Council (CFC), the American Accounting Association (AAA) and the European Accounting Association (EAA).

Marcel Cecchi Vieira, CFA Mr. Marcel Cecchi Vieira is a member of the Fiscal Council of Via Varejo; he is also CFO at Grupo CB, the holding company of the Klein family for investments in real estate business, and executive aviation; is also the Fiscal Council of Terra Santa Agro, a company that produces soy, corn and cotton. In his professional career, he held the following positions: (i) a partner in Laplace Finance, an investment and financial advisory firm, between 2011 and 2018; (ii) the director of the Brazilian sugar mill, Usinas Itamarati, between 2013 and 2016; (iii) director at Andrade Gutierrez Telecomunicações from 2009 to 2011, overseeing the Group‘s investment in Oi, an integrated telephony company, Contax, a service services company, and two other venture capital investments. (iv) manager and then partner, of Angra Partners, having participated in projects of financial restructuring and management of holdings, from 2004 to 2009; (v) from 1996 to 2004 was part of Accenture‘s strategic consulting group in Brazil.
Graduated in mechanical engineering from the School of Engineering of São Carlos, University of São Paulo; holds an MBA from the Tuck School of Business at Dartmouth, where he graduated as Edward Tuck Scholar; and has been designated CFA since 2008.

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.

Comittees

(i) Remuneration Comittee:

Members of the Remuneration Comittee Cargo Data de eleição Término do
mandato
Ronaldo Iabrudi dos Santos Pereira Chairman 05.30.2017 2019 General Ordinary Meeting
Arnaud Daniel Charles Walter Joachim Strasser Comittee Member 05.30.2017 2019 General Ordinary Meeting
Hervé Daudin Comittee Member 05.30.2017 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

(ii) Financial Comittee:

Members of the Financial Comittee Cargo Data de eleição Término do
mandato
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:

Members of the Expansion Comittee Cargo Data de eleição Término do
mandato
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

Last Update on September 06, 2018

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