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Board of Directors, Board of Executive Officers and Advisory Committees

The administrative structure of the Company is comprised of the Board of Directors, the Board of Executive Officers, and the statutory advisory committees and the Fiscal Council (which is not permanent). [SULA 18/GRI 102-18 and 102-22]

Attributes of each body and committee:

Board of Directors

SulAmérica‘s Board of Directors is composed of ten members, who have a unified one-year term of office whereby their re-election is permitted. SulAmérica’s Bylaws establish that at least 20% of its Board of Directors must be composed of independent members.

Six of the current ten members of the Company‘s Board of Directors, equivalent, nowadays, to 60%, are independent members, in compliance with the Listing Rules of Level 2 of BM&FBovespa and above what is required by regulation, as well as Sul América S.A.‘s Bylaws. [SULA 18/GRI 102-22]

Pursuant to Article 14, third paragraph, of the Company's Bylaws, the Board typically meets once every three months and, extraordinarily, whenever called by its Chairman or by two of its members.

In addition to the duties established in the Bylaws of the Company, described below, the Board of Directors of the Company determined the mission and functional rules in its charter, approved on February 19, 2009 and amended on February 25, 2014, which governs its operations and adopts measures to avoid conflicts of interest. According to this charter, the Board’s mission is to protect and add value to the company's assets and promote its continued survival. The Board must also ensure an adequate return on investment for shareholders, based on a long-term perspective, sustainability and adoption of best corporate governance practices in business operations.

Besides the mission of the Board and the organizational rules, the charter of the Board of Directors determines the duties of the Chairman of the Board, the Corporate Secretary and, in general, the advisory committees of the Board. The charter establishes, within the annual calendar of meetings of the Board of Directors, a schedule which provides, at a minimum: (i) the presentation of at least one of the business units and shared services of the company (ii) a presentation on the macroeconomic scenario and; (iii) at a minimum, an annual presentation about corporate risk management (ERM – enterprise risk management) and internal control. [SULA 21/GRI 102-19]

In accordance with corporate governance best practices, the positions of CEO and Chairman of the Board of Directors of the Company are held by different people, with Gabriel Portella as the CEO and Patrick Larragoitti Lucas as the Chairman. [SULA 19/GRI 102-23]

Contact the Board of Directors [SULA 22/GRI 102-21]

Members of the Board of Directors Position Date of First Election Term of Current Office
Patrick Antonio Claude de Larragoiti Lucas Chairman March 26, 1997 2018 AGM
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and of its controlled subsidiaries and Chairman of the Investments, Compensation and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of President of the Company from 1998 to 2010, and of its controlled subsidiaries from 1999 to 2010. He has been a board member of Geneva Association since 1999, Chairman of the Board of the Instituto de Estudos em Saúde Suplementar (Institute for Studies on Supplementary Health) and First Vice-President of the CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986, he worked in the capital markets department of Chase Manhattan Bank, in São Paulo and New York. He graduated with a degree in Business Administration from Fundação Getúlio Vargas (FGV) in São Paulo.
Carlos Infante Santos de Castro Member October 29, 2010 2018 AGM
Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul America S.A. since 2006, and of its Investment Committee since 2002. Currently he is a member of the Board of Directors of all the operating companies of the Sul América group in the areas of property & casualty, health and life insurance, pension, investments and capitalization. He is also a member of the Board of Directors of Caixa Capitalização S.A. and of the Brazilian Insurance Confederation (CNSeg), as well as a member of the Ethics Committee of CNSeg and vice president of the Brazilian Association of Capitalization Companies (Fenacap). He also held the positions of Chief Executive Officer of Sul América Capitalização S.A., Sul América Corporate Vice President and Sul América Financial Vice President. He was Chief Executive Officer of GTE-Multitel (telecommunications) and New Business Director of the Cataguazes-Leopoldina Group (today Energisa) in Rio de Janeiro. He graduated with a degree in Electrical Engineering from the Pontifical Catholic University of Rio and holds the degrees of MBA and Master of Sciences in Industrial Engineering, both from Stanford University, USA. He is a Certified Board Member from the IBGC (Brazilian Institute of Corporate Governance)
Christopher John Minter Independent Member January 10, 2014 2018 AGM
Christopher John Minter has been a member of Board of Directors since January 10, 2014 and is in charge of the management of the main investment portfolio and of the strategic and financial acquisitions and divestments of the Swiss Re Group. Prior to joining the group, from 2001 to 2012 he occupied several senior positions at Deutsche Bank, having previously been: Head of Private Equity, Head of Corporate Investments and Head of Corporate Development. In these positions, he managed portfolios of illiquid assets of the Bank and of institutional and private clients. From 1993 to 2001, he worked at PricewaterhouseCoopers in Prague and Zurich, where he assisted international clients in a wide range of transactions. A British citizen, he started his career at the Grant Thornton in London. He holds a Master in Law and History degree from the University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.
David Lorne Levy Independent Member January 10, 2014 2018 AGM
David Lorne Levy has been a member of Board of Directors since January 10, 2014. He currently works as an independent consultant for PwC Global Health Industries, where he was the CEO between 2005 and 2013 and was hired with the purpose of re-launching the healthcare information technology program. Before joining PwC, he was the CEO of Franklin Health Inc., a company he founded. He has worked, since 1983, in the development of enterprises in the medical and healthcare fields. He was the CEO of Corning Franklin Health and of Franklin Health - Personal Path Systems. He received a Doctor of Medicine and Masters degree from McGill University. He is also a member of the American College of Preventative Medicine, has worked as a professor in several medical institutions in the United States and is a Director of the United Hospital Fund of New York City and of The Atlantic Council. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.
Guilherme Affonso Ferreira Independent Member March 31, 2010 2018 AGM
Guilherme Affonso Ferreira has been a member of the Board of Directors of Sul América S.A. since March 2010 and of its Compensation Committee since 2010. He has been President of Bahema Participações S.A. since 1975. Currently he is also a member of the Board of Directors of the mining and construction materials manufacturing company Eternit S.A., of the textile sector company Tavex, of Companhia Brasileira de Distribuição (Pão de Açúcar Group), of Valid S.A., of Ideiasnet S.A. and Arezzo S.A., of Gafisa S.A., of Banco Indusval S.A. and also of the social wellbeing entity named Esporte Solidário. He is also a member of the advisory board of the assets management firm Rio Bravo Investimentos S.A. DTVM and of Signatura Lazard Assessoria Financeira Ltda. investment bank. He is also active on the boards of directors of the non-profit organizations Instituto de Cidadania Empresarial, Lar Escola São Francisco, Sociedade Harmonia de Tênis, Associação Esporte Solidário and Instituto Ortopédico de Campinas. In the last five years he was a member of the board of directors of Unibanco Holding, Submarino S.A., Santista Têxtil, Unibanco - União de Bancos Brasileiros S.A., B2W and Avipal. He graduated with a degree in Production Engineering from the Polytechnic School of the University of São Paulo (USP) and also studied Economics and Politics at Macalester College. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.
Isabelle Rose Marie de Segúr Lamoignon Member March 26, 1997 2018 AGM
Isabelle Rose Marie de Ségur Lamoignon has been a member of the Board of Directors of Sul América S.A. since 1997. She has been an executive officer of Sulasa Participações S.A. since 1993 and a member of the Board of Directors of Sul América Capitalização S.A. - Sulacap since 2002. She participated in the Strategy Committee from 1998 to 2002 and also participated in 1993 and 1994 in the Managerial Development Program ("PDG") in Rio de Janeiro.
Jorge Hilário Gouvêa Vieira Member March 28, 1996 2018 AGM
Jorge Hilário Gouvêa Vieira has been a member of the Board of Directors of Sul América S.A. since 1996 and of the Audit Committee from 2002 to 2012. He is the President of the CNSeg (Brazilian Insurance Confederation) and President of the FENASEG (National Federation of Private Insurance and Capitalization Companies) since 2010. He was Secretary of Finance of the State of Rio de Janeiro from 1987 to 1990, President of the National Private Insurance Council from 1985 to 1987, member of the National Monetary Council from 1985 to 1987 and from 1979 to 1981, member of the Board of Directors of the Rio de Janeiro Stock Exchange from 1983 to 1985 and President and Executive Officer of the Brazilian Securities Commission from 1979 to 1981 and from 1977 to 1979, respectively. He was Vice President of the ABRASCA from 1981 to 1985 and member of its Board of Directors in 1995. In addition, he was President of Viva-Cred and of IRB-Brasil Resseguros S.A., as well as member of the Management Board of the IBMEC - Brazilian Institute of Capital Markets and member of the Board of Directors of Companhia Brasileira de Petróleo Ipiranga, of MBR - Minerações Brasileiras Reunidas S.A., of Generali do Brasil - Companhia Nacional de Seguros, of MRS Logística S.A., of Caemi Mineração and Metalurgia S.A. and of VARIG - Viação Aérea Rio Grandense. Currently he is a partner of the law offices of Gouvêa Vieira Advogados and member of the Board of Directors of Boa Esperança S.A. He graduated with a degree in Law from the Pontifical University of Rio de Janeiro and holds a master’s degree in Law from the University of Berkeley, in California.
Pierre Claude Perrenoud Independent Member April 05, 2000 2018 AGM
Pierre Claude Perrenoud has been a member of the Board of Directors of Sul América S.A. since 2000 and of the Audit Committee since March 30, 2012. From 1960 to 1990 he held a number of positions at Swiss Re and was responsible for its operations in Latin American and in other countries. Currently he is a member of the Board of Directors of captive insurance and reinsurance companies in a number of countries. He graduated with a degree in Business Administration from the Neuchatel Business School, in Switzerland, and in Spanish Studies at the University of Madrid. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.
Renato Russo Independent Member September 01, 2014 2018 AGM
Renato Russo has been a member of the Board of Directors since September 2014. Mr. Russo has extensive experience in banking and insurance markets, having served in several institutional leadership positions. Also, he has had a 23 year relationship with SulAmérica,  having held several positions such as, Risk Manager of Banco Sul América, General Manager of Sul América Investimentos and Vice President of the Life and Pension business unit. From 1984 to 1989, Mr Russo worked for Banco Crefisul as an Administrative Manager of mutual funds. Currently, he is a Partner at R2DM Liderança e Gestão Organizacional. Mr. Russo holds a Bachelor’s degree in Social Sciences from USP in São Paulo (1981-1985), has a certificate from the Advanced Management Program at Wharton Business School (2001) and a Master’s degree in Administration with an emphasis in Strategy from INSPER in São Paulo (2007-2010).
Roberto Teixeira da Costa Independent Member April 27, 1999 2018 AGM
Roberto Teixeira da Costa has been a member of Board of Directors of Sul América S.A. since 1999 and since 2002, a member of the Compensation Committee and, from 2008, a member of the Governance and Disclosure Committee, as well as a member of the Sustainability Committee since 2011 and a member of Investment Committee since January 10, 2014. He was a member of the Audit Committee of the Company from 2008 to 2010. He was also the International President of the Council of Businesspeople of Latin America - CEAL from 1998 to 2000 and the first President of the Brazilian Securities Commission. He was member of the Council (trustee) of the International Accounting Standards Committee Foundation - IASCF from its creation in 2001 to 2007. He is Chairman of the Chamber of Arbitration of the BM&FBovespa. Chairman of the Board of BRIX - Energia e Futuros. Member of the Board of Directors of BNDESPAR - BNDES Participações S.A., member of the advisory board of HVS - Consultoria e Participações and of Banco Latinoamericano de Exportaciones S.A., and of the trustee council of the Padre Anchieta Foundation. He is a founding partner and current board member of CEBRI - Brazilian Center for International Relations and member of the GACINT - Group for Analysis of the International Context of the USP. He graduated with a degree in Economics from the Federal University of Rio de Janeiro (UFRJ). He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.

 

Advisory Committees of the Board of Directors 

Audit Committee

The audit committee was created on June 14, 2002 and became statutory in 2012 pursuant to the CVM Instruction 509. It consists of five members and meets at least bi-monthly. The responsibility of this committee is to monitor and evaluate the activities of internal and external audit, risk and internal controls, compliance, transparency and the quality of the technical information contained in the financial reports of the Company. In addition, the committee must monitor compliance with the Code of Ethics and Compliance of the Company, orient the Board of Directors in the selection of independent auditors and the director responsible for internal audit. Further, the committee must take necessary measures to ensure that the Company’s business operations are guided by comprehensive financial controls and that operations comply with the Code of Ethics, the Company’s and regulatory institutions requirements as well as evaluate situations involving conflicts of interest, related-party transactions, internal controls and operational risks. The Audit Committee is also responsible for issuing recommendations to correct or improve policies, practices and procedures  identified within the scope of its responsibilities, to prepare an annual summary report to be submitted together with the financial statements, and to maintain channels of communication between the administration of Company's internal auditors and independent auditors and is available to receive complaints, confidential or not, internal and external to the Company with respect to matters related to the scope of its activities.

Audit Committee Members (SULA 18/GRI 102-18] Position Other Positions Held
Carlos José da Silva Azevedo Coordinator -
Carlos José da Silva Azevedo has been a member of the Audit Committee since March 2010, serving as its President since November 2010. He worked at SulAmérica from 1998 to 2003 as executive vice president of several group companies. During this period, he also served as a member of the Boards of Directors of some of the Company’s subsidiaries, as well as on SulAmérica’s Executive Committee. From 1967 to 1998, he was a partner at Arthur Andersen, responsible for its Rio de Janeiro office. Currently, he is a consultant for the Audit Committee at MMX Mineração e Metálicos and a member of the IBEU Advisory Committee.
Christopher John Minter Member Independent Member of the Board
Christopher John Minter has been a member of Board of Directors since January 10, 2014 and is in charge of the management of the main investment portfolio and of the strategic and financial acquisitions and divestments of the Swiss Re Group. Prior to joining the group, from 2001 to 2012 he occupied several senior positions at Deutsche Bank, having previously been: Head of Private Equity, Head of Corporate Investments and Head of Corporate Development. In these positions, he managed portfolios of illiquid assets of the Bank and of institutional and private clients. From 1993 to 2001, he worked at PricewaterhouseCoopers in Prague and Zurich, where he assisted international clients in a wide range of transactions. A British citizen, he started his career at the Grant Thornton in London. He holds a Master in Law and History degree from the University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.
Domingos Carelli Neto Member Investment Committee Member
Domingos Carelli Neto has been a member of the Investments Committees since 2009. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV).
Jorge Augusto Hirs Saab Member -
Jorge Augusto Hirs Saab has been a member of the Audit Committee since 2009. Mr. Saab has worked at Rio Bravo Investimentos in the Variable Income Funds division, specializing in value and active investment since 2008. He worked for more than four years at UBS Pactual and Unibanco, in addition to working in the Credit, Structured Operations and Leveraged Finance divisions of Brascan and Coimex Trading.
Pierre Claude Perrenoud Member Independent Member of the Board
Pierre Claude Perrenoud has been a member of the Board of Directors of Sul América S.A. since 2000 and of the Audit Committee since March 30, 2012. From 1960 to 1990 he held a number of positions at Swiss Re and was responsible for its operations in Latin American and in other countries. Currently he is a member of the Board of Directors of captive insurance and reinsurance companies in a number of countries. He graduated with a degree in Business Administration from the Neuchatel Business School, in Switzerland, and in Spanish Studies at the University of Madrid. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.

Governance and Disclosure Committee

The Governance and Disclosure Committee was created on May 8, 2008, is composed of five members, meet regularly each quarter, and is responsible for the following (a) monitor and supervise  the resolutions set forth in the Policy on Disclosure of Material Acts or Facts Policy and on Securities Trading; (b) monitor and supervise the obligations set forth in the Corporate Governance Level 2 Regulations, adopted by the Company; (c) continuously assess the Disclosure and Trading Policy, and recommend updates as necessary; (d) recommend actions to enhance communication of the Policy among management, members of technical and advisory bodies, and individuals who have access to privileged information due to their positions; (e) ensure that all individuals who have or could have knowledge of Material Facts or Acts under applicable legislation adhere to the Policy, and receiving, periodically, an updated list of such individuals (d) follow the holdings and transactions of securities by the administration of the Company  and its controllers through monthly information from the Brazilian Securities and Exchange Commission (“CVM”) and the  BM&FBovespa S.A. – Securities Commodities and Futures Exchange (“BM&FBovespa“). As of 2016, 40% of the members are independent and 60% are non-executive members. [SULA 18/GRI 102-22]

Governance and Disclousure Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and of its controlled subsidiaries and Chairman of the Investments, Compensation and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of President of the Company from 1998 to 2010, and of its controlled subsidiaries from 1999 to 2010. He has been a board member of Geneva Association since 1999, Chairman of the Board of the Instituto de Estudos em Saúde Suplementar (Institute for Studies on Supplementary Health) and First Vice President of the CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986, he worked in the capital markets department of Chase Manhattan Bank, in São Paulo and New York. He graduated with a degree in Business Administration from Fundação Getúlio Vargas (FGV) in São Paulo.
Ricardo Bottas Dourado dos Santos Member Executive Vice President of Control and Investor Relations
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Christopher John Minter Member Independent Member of the Board
Christopher John Minter has been a member of Board of Directors since January 10, 2014 and is in charge of the management of the main investment portfolio and of the strategic and financial acquisitions and divestments of the Swiss Re Group. Prior to joining the group, from 2001 to 2012 he occupied several senior positions at Deutsche Bank, having previously been: Head of Private Equity, Head of Corporate Investments and Head of Corporate Development. In these positions, he managed portfolios of illiquid assets of the Bank and of institutional and private clients. From 1993 to 2001, he worked at PricewaterhouseCoopers in Prague and Zurich, where he assisted international clients in a wide range of transactions. A British citizen, he started his career at the Grant Thornton in London. He holds a Master in Law and History degree from the University of Cambridge and is a member of the Institute of Chartered Accountants in England and Wales. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.
Gabriel Portella Fagundes Filho Member Chief Executive Officer
Gabriel Portella Fagundes Filho has been CEO of Sul América SA since April 2013 and a member of the Governance and Disclosure Committee and a member of the Sustainability Committee since 2013. He has extensive experience in the insurance market in general and especially in the field of health. Also, he has a 30-year relationship with SulAmérica, where he worked in the commercial area and the life, pension, and P&C insurance segments in addition to being the Vice President of Health and Dental, a position he held until taking over as CEO. He currently serves as Vice President of FenaSaúde - National Federation of Supplemental Health and is a board member of the IESS - Institute for Studies on Supplementary Health. He graduated with a degree in Economics and a specialization in Business Administration.
Roberto Teixeira da Costa Member Independent Member of the Board
Roberto Teixeira da Costa has been a member of Board of Directors of Sul América S.A. since 1999 and since 2002, a member of the Compensation Committee and, from 2008, a member of the Governance and Disclosure Committee, as well as a member of the Sustainability Committee since 2011 and a member of Investment Committee since January 10, 2014. He was a member of the Audit Committee of the Company from 2008 to 2010. He was also the International President of the Council of Businesspeople of Latin America - CEAL from 1998 to 2000 and the first President of the Brazilian Securities Commission. He was member of the Council (trustee) of the International Accounting Standards Committee Foundation - IASCF from its creation in 2001 to 2007. He is Chairman of the Chamber of Arbitration of the BM&FBovespa. Chairman of the Board of BRIX - Energia e Futuros. Member of the Board of Directors of BNDESPAR - BNDES Participações S.A., member of the advisory board of HVS - Consultoria e Participações and of Banco Latinoamericano de Exportaciones S.A., and of the trustee council of the Padre Anchieta Foundation. He is a founding partner and current board member of CEBRI - Brazilian Center for International Relations and member of the GACINT - Group for Analysis of the International Context of the USP. He graduated in with a degree in Economics from the Federal University of Rio de Janeiro. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.

Investment Committee

The Investment Committee was created on June 14, 2002, is composed of four members, ordinarily meets every three months to review and revise the guidelines of the company’s investment policy and its subsidiaries and has the following duties: (i) evaluate and revise the Company’s investment policy guidelines, (ii) monitor the Company’s proprietary portfolio investment results (iii) evaluate the financial market scenario and trends to support investment decisions and, (iv) verify compliance of the Company’s investment portfolio with the investment policy and guidelines established by the Board of Directors, in line with the best practices of control and risk management. As of 2016, 25% of the members are independent and 100% are non-executive members [SULA18/GRI 102-22]

Investment Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and of its controlled subsidiaries and Chairman of the Investments, Compensation and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of President of the Company from 1998 to 2010, and of its controlled subsidiaries from 1999 to 2010. He has been a board member of Geneva Association since 1999, Chairman of the Board of the Instituto de Estudos em Saúde Suplementar (Institute for Studies on Supplementary Health) and First Vice-President of the CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986, he worked in the capital markets department of Chase Manhattan Bank, in São Paulo and New York. He graduated with a degree in Business Administration from Fundação Getúlio Vargas (FGV) in São Paulo.
Carlos Infante Santos de Castro Member Member of the Board
Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul America S.A. since 2006, and of its Investment Committee since 2002. Currently he is a member of the Board of Directors of all the operating companies of the Sul América group in the areas of property & casualty, health and life insurance, pension, investments and capitalization. He is also a member of the Board of Directors of Caixa Capitalização S.A. and of the Brazilian Insurance Confederation (CNSeg), as well as a member of the Ethics Committee of CNSeg and vice president of the Brazilian Association of Capitalization Companies (Fenacap). He also held the positions of Chief Executive Officer of Sul América Capitalização S.A., Sul América Corporate Vice-President and Sul América Financial Vice President. He was Chief Executive Officer of GTE-Multitel (telecommunications) and New Business Director of the Cataguazes-Leopoldina Group (today Energisa) in Rio de Janeiro. He graduated with a degree in Electrical Engineering from the Pontifical Catholic University of Rio and holds the degrees of MBA and Master of Sciences in Industrial Engineering, both from Stanford University, USA. He is a Certified Board Member from the IBGC (Brazilian Institute of Corporate Governance).
Domingos Carelli Neto Member Audit Committee Member 
Domingos Carelli Neto has been a member of the Investments Committees since 2009. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV).
Roberto Teixeira da Costa Member Independent Member of the Board
Roberto Teixeira da Costa has been a member of the Board of Directors of Sul América S.A. since 1999, serving on the Compensation Committee since 2002 and on the Auditing and Governance and Disclosure committees since 2008. He was the international president of the Latin American Business Council - CEAL from 1998 to 2000 and the first President of the Brazilian Securities and Exchange Commission. He was Trustee of the International Accounting Standards Committee Foundation - IASCF from its foundation in 2001 until 2007. He served as a member of the Board of Directors of the Inter-American Dialogue in Washington, D.C., of which he is currently a member. He serves as the chairman of the BM&FBovespa Arbitration Chamber, member of the BNDESPAR - BNDES Participações S.A. Board of Directors and a member of the advisory boards of HVS - Consultoria e Participações, Bunge Alimentos, Companhia Brasileira de Distribuição (Pão de Açúcar) and Banco Latinoamericano de Exportaciones S.A. He has a degree in economics from the Rio de Janeiro Federal University and is a founding partner and current board member of the Brazilian Center for International Relations - CEBRI and member of the International Conjuncture Analysis Group- GACINT at the University of São Paulo. He meets the independence requirements established in the Distinguished Corporate Governance Practices Level 2 of BM&FBovespa.

Human Capital Committee

The Human Capital Committee was created on October 25, 2000, with four members that meet annually and in extraordinary situations if necessary to decide on matters within its scope of competence, and aims to assist the Board of Directors in the executive compensation policy of the Company, keeping continuously updated with respect to the compensation practices adopted by the market, as well as review and monitor the performance of the executives. The Human Capital Committee should propose compensation consistent with best market practices for the Board of Directors, the Board of Executive Officers, the Fiscal Committee and for the Company’s statutory and non-statutory advisory committees. Further, the committee may fix the compensation for certain individuals, when determined by the Board of Directors. As of 2016, 75% of the members are independent and 100% are non-executive members. [SULA 18/GRI 102-22]

Human Capital Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and of its controlled subsidiaries and Chairman of the Investments, Compensation and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of President of the Company from 1998 to 2010, and of its controlled subsidiaries from 1999 to 2010. He has been a board member of Geneva Association since 1999, Chairman of the Board of the Instituto de Estudos em Saúde Suplementar (Institute for Studies on Supplementary Health) and First Vice-President of the CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986, he worked in the capital markets department of Chase Manhattan Bank, in São Paulo and New York. He graduated with a degree in Business Administration from Fundação Getúlio Vargas (FGV) in São Paulo.
Guilherme Affonso Ferreira Member Independent Member of the Board
Guilherme Affonso Ferreira has been a member of the Board of Directors of Sul América S.A. since March 2010 and of its Compensation Committee since 2010. He has been President of Bahema Participações S.A. since 1975. Currently he is also a member of the Board of Directors of the mining and construction materials manufacturing company Eternit S.A., of the textile sector company Tavex, of Companhia Brasileira de Distribuição (Pão de Açúcar Group), of Valid S.A., of Ideiasnet S.A. and Arezzo S.A., of Gafisa S.A., of Banco Indusval S.A. and also of the social wellbeing entity named Esporte Solidário. He is also a member of the advisory board of the assets management firm Rio Bravo Investimentos S.A. DTVM and of Signatura Lazard Assessoria Financeira Ltda. investment bank. He is also active on the boards of directors of the non-profit organizations Instituto de Cidadania Empresarial, Lar Escola São Francisco, Sociedade Harmonia de Tênis, Associação Esporte Solidário and Instituto Ortopédico de Campinas. In the last five years he was a member of the board of directors of Unibanco Holding, Submarino S.A., Santista Têxtil, Unibanco - União de Bancos Brasileiros S.A., B2W and Avipal. He graduated with a degree in Production Engineering from the Polytechnic School of the University of São Paulo (USP) and also studied Economics and Politics at Macalester College. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa S.A.
Luiz Fernando Sanzogo Giorgi Member (external) -
Luiz Fernando Sanzogo Giorgi has been a member of the Compensation Committee since 2013 and he has 25 years of experience in management and leadership. In 2005 he founded the LFG - Management Consultant Advisory. He has been a member of Board of Directors of VONPAR S.A, EMPRESAS CONCREMAT. Currently he is also Chairman of the Board of Directors of TEADIT S.A., and a member of the Compensation Committee of SUL AMÉRICA S.A. since 2013. He is a Partner investor in Tribointeractive (MKT & Advertising Digital Agency) and in ATMA CULTURA & MARCA (Corporate Consultancy). From 2007 to 2008 he was a member of HR Committee of Group LIBRA and he was a member of Board of Directors of J. MACEDO ALIMENTOS S.A between 2007 and 2011, and of VIX LOGÍSITICA S.A. from 2008 to 2010. He worked between 2003 and 2005 as Vice President of Suzano Holding - Suzano Group and he was a member of the Management Committee of Suzano Papel e Celulose and Executive Director of Suzano Petroquímica. From 1989 to 2003, he was a member of the Board of Directors of Petroflex and CEO (Chief executive Officer) and Global Partner of Hay Group - Brazil.
Roberto Teixeira da Costa Member Independent Member of the Board
Roberto Teixeira da Costa has been a member of Board of Directors of Sul América S.A. since 1999 and since 2002, a member of the Compensation Committee and, from 2008, a member of the Governance and Disclosure Committee, as well as a member of the Sustainability Committee since 2011 and a member of Investment Committee since January 10, 2014. He was a member of the Audit Committee of the Company from 2008 to 2010. He was also the International President of the Council of Businesspeople of Latin America - CEAL from 1998 to 2000 and the first President of the Brazilian Securities Commission. He was member of the Council (trustee) of the International Accounting Standards Committee Foundation - IASCF from its creation in 2001 to 2007. He is Chairman of the Chamber of Arbitration of the BM&FBovespa. Chairman of the Board of BRIX - Energia e Futuros. Member of the Board of Directors of BNDESPAR - BNDES Participações S.A., member of the advisory board of HVS - Consultoria e Participações and of Banco Latinoamericano de Exportaciones S.A., and of the trustee council of the Padre Anchieta Foundation. He is a founding partner and current board member of CEBRI - Brazilian Center for International Relations and member of the GACINT - Group for Analysis of the International Context of the USP. He graduated in with a degree in Economics from the Federal University of Rio de Janeiro. He fulfills the requisites of independence established in the Listing Regulations of Level 2 of the BM&FBovespa.

Sustainability Committee

The Sustainability Committee was created on March 9, 2009 , has been reporting to the Board of Directors since February 23, 2011 and is comprised of seven members, with the following responsibilities: (a) develop and monitor the implementation of the sustainability policy of the Company and its respective programs,  (b) advise the Board of Directors and assist other stakeholders on issues related to corporate sustainability (c) develop and propose the sustainability strategy of the Company; (d) recommend and monitor the execution of activities related to the sustainability strategy of the Company; (e) conduct reviews of the Company's Sustainability Policy, as needed, to and ensure that the principles reflect stakeholders' expectations and societal challenges; and (f) verify the compliance of and progress with the Company's Sustainability Policy. As of 2016, 29% of the members are non-executives.. [SULA 18/GRI 102-22]

Sustainability Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Renato Russo President Independent Member of the Board
Renato Russo has been a member of the Board of Directors since September 2014. Mr. Russo has extensive experience in banking and insurance markets, having served in several institutional leadership positions. Also, he has had a 23 year relationship with SulAmérica,  having held several positions such as, Risk Manager of Banco Sul América, General Manager of Sul América Investimentos and Vice President of the Life and Pension business unit. From 1984 to 1989, Mr Russo worked for Banco Crefisul as an Administrative Manager of mutual funds. Currently, he is a Partner at R2DM Liderança e Gestão Organizacional. Mr. Russo holds a Bachelor’s degree in Social Sciences from USP in São Paulo (1981-1985), has a certificate from the Advanced Management Program at Wharton Business School (2001) and a Master’s degree in Administration with an emphasis in Strategy from INSPER in São Paulo (2007-2010).
Álvaro Augusto de Freitas Almeida Member (external) -
Alvaro Almeida has been a member of the Sustainability Committee since 2011. He is also a member of the HSBC Institute External Committee. Driven by internet growth in Brazil, he became an entrepreneur in the communications area in 1999 with the creation of Tempestade Comunicação, a content provider whose clients include: BB, OI, Toyota Bank and Instituto Ethos. In 2002, he founded Report Comunicação, an agency that identified sustainability as the driver for corporate management differentiation and in nine years became Brazil‘s leader in sustainability reporting. He graduated with a degree in Journalism from the Federal University of Rio Grande do Sul.
Ricardo Bottas Dourado dos Santos Member Executive Vice President of Control and Investor Relations
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Marco Antonio Antunes da Silva Member Vice President of Operations
Marco Antonio Antunes da Silva has been a Vice-President of Operations and Technology and a member of the Sustainability Committee since 2013. From 2000 until 2013, he served as Director of Operations in Health at SulAmérica. He is a Member of the Technical Committee on Regulatory Mechanisms at National Federation of Supplementary Health (Federação Nacional de Saúde Suplementar - FenaSaúde), SulAmérica’s Representative at the São Paulo Insurance Companies’ Union (Sindicato das Seguradoras de São Paulo - SindSeg SP) and Member at the São Paulo Association of the Insurance Technicians (Associação Paulista dos Técnicos de Seguro - APTS). Additionally, he is a Member of the Technical Board of the Institute for Studies on Supplementary Health (Instituto de Estudo de Saúde Suplementar - IESS), a Legal Representative of SulAmérica in the National Agency for Supplementary Health Services (Agência Nacional de Saúde Suplementar - ANS), Representative of Insurers at the Chamber of Supplementary Health (ANS), Director Responsible for Records and Evidence in Crimes of Law 9.613/98, Coordinator of Health Information Exchange in of Supplementary Health Services (ANS), and Member of the American Chamber of Commerce (AMCHAM) since 2000. He graduated with a degree in Industrial Chemistry from Osvaldo Cruz University and a postgraduate degree in Business Administration from the São Judas University. He also participated in the Management Development Program (PDG) at Fundação Getúlio Vargas.
Patrícia Quírico Coimbra Member Director of Human Resources and Sustainability
Patrícia Quírico Coimbra has been the Director of Human Resources at SulAmérica since July 29, 2013 and a member of the Sustainability Committee since March 31, 2014. She has 23 years of experience in human resources and business areas, as well as in leading multinational and domestic companies in the oil and gas, nondurable consumer goods and telecommunications markets. Ms. Coimbra graduated with a degree in Information Technology from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio) in 1989 and a degree in Economics from Universidade Candido Mendes in Rio de Janeiro (UCAM) in 1994. She also obtained a postgraduate degree in Marketing from PUC-Rio in 1998. She served as the Director of Organizational Development at OI Participações from 2011 until 2013. From 1998 until 2011, she also worked at SC Johnson as the Organizational Development Manager, Sales Technology Manager, Senior Human Resources Manager, Interim Director, and eventually reached the position of Director of Human Resources. She began her career in 1989 at Shell Brazil as the Assistant to the Head of Strategic Planning, moving on to the position of Head of Corporate Training / Project Leader and then as Corporate Business Partner and Business Development until 1998.
Gabriel Portella Fagundes Filho Member Chief Executive Officer
Gabriel Portella Fagundes Filho has been CEO of Sul América SA since April 2013 and a member of the Governance and Disclosure Committee and a member of the Sustainability Committee since 2013. He has extensive experience in the insurance market in general and especially in the field of health. Also, he has a 30-year relationship with SulAmérica, where he worked in the commercial area and the life, pension, and P&C insurance segments in addition to being the Vice President of Health and Dental, a position he held until taking over as CEO. He currently serves as Vice President of FenaSaúde - National Federation of Supplemental Health and is a board member of the IESS - Institute for Studies on Supplementary Health. He graduated with a degree in Economics and a specialization in Business Administration.
Carlos Alberto de Figueiredo Trindade Filho Member Vice President of Strategy, Corporate Development and Marketing

Carlos Alberto de Figueiredo Trindade Filho is SulAmérica´s Vice President responsible for Strategy, Corporate Development and Marketing since June/15. Prior to that was the executive responsible for Auto, P&C and Life & Pensions Business Units. He previously held several positions in the company, such as Vice President of Sales and Marketing. He began his career in the insurance industry in 1980, working at several organizations, such as SulAmérica, Johnson Higgins Brokerage Firm and Interatlântico Insurance Co.. He was also one of the founders, Vice President and President/CEO of Icatu Hartford Life and Pension Company. As the CEO of Brasil Insurance Brokerage Firm he leaded the first public offer of a brokerage firm in Brazil. Between 1987 and 1989, he was the director and president of the Clube Vida em Grupo a Brazilian Professional Association of Life Insurance. Subsequently, he was the president of the Technical Committee of Life Insurance at the National Federation of Insurance Companies (Federação Nacional das Empresas de Seguros - FENASEG) from 1993 to 1994. In addition, served as a Director of the Insurance Companies Union in Rio de Janeiro from 1996 and 1999 terms and Director of the National Association of Pension Companies from 1998 and 2001 terms. Was Vice President of the Brazilian National Federation of General Lines Insurance Companies (Federação Nacional de Seguros Gerais - FENSEG) and a Director of National Association of Life and Pension Companies (FENAPREVI) from 2011 until 2015. Carlos Alberto has a certification in Life Planning from the American College of Philadelphia, holds an Executive MBA from the University of São Paulo (USP), is certified as professional Board Member from the FDC-Fundação Don Cabral and has a certificate as Senior Executive Manager from the London Business School.

Composition of groups responsible for governance - Age Group and Gender [SULA 89/GRI 405-1]

Selection and nomination process

The advisory committees to the Board of Directors are composed of members with proven experience in the areas of responsibility for the respective group, in addition to the Board members who meet the Competence criterion and external independent members able to contribute significantly to the development of the group’s work. The selection process of external members is conducted by the Compensation Committee to propose names to the Board of Directors. [SULA 24/GRI 102-24]

The selection of members of the Board of Directors and its advisory committees meet three criteria, as appropriate: (i) minimum legal requirements, where they exist, such as in the case of the Board of Directors; (ii) recommendations on best governance practice issued by benchmark institutes, such as IBGC, COSO, IIA, among others, as in the case of the Audit, Governance, Investment and Compensation Committees and (iii) minimum requirements defined internally for each body. In addition to these criteria, independent members were selected to participate in the Governance, Compensation, Audit and Sustainability Committees, and external members on the Compensation and Sustainability Committees.

Evaluation of the Board of Directors

The Board participates in an annual process to measure its collective and individual member performance as well as the performance of the Chairman and the Secretary of the Board. Additionally, the independent board members complete a self-assessment of their respective independence. This evaluation process is an important part of the continuous effort to improve the practices of the Board of Directors. 

Each year the Board conducts a self-evaluation, with the goal of improving the performance of its activities, of the Executive Officers, individual assessments of committees and the overall Company performance. [SULA 28/GRI102-28; SULA 30/GRI 102-31]

The self-assessment is a routine for the Board since 2008 and consists of an objective evaluation form which collects impressions from the members about:

  1. (i) the Board structure, including its composition, priorities, quality and the context of the information received and discussed;
  2. (ii) the transparency of Board relations, including its independence both from shareholders and Company management, as well as through dialog with advisory committees and conflicts of interest;
  3. (iii) support of the corporate secretary office;
  4. (iv) the self-assessment of individual skills and participation and  
  5. (v) the assessment of the Chairman of the Board in conducting his duties

In 2013, the evaluation process for the Board of Directors was used as a case example and published by the IBGC – Brazilian Corporate Governance Institute.

The evaluation of SulAmérica's Board of Directors for the last five years is shown in the graph below:

Board of Executive Officers

The members of the Board of Executive Officers act as the Company‘s legal representatives and are responsible for the day-to-day executive management of SulAmérica‘s business and for implementing the general policies and guidelines set forth by the Board of Directors.

Sul América S.A.’s Board of Executive Officers is composed of four members who are elected by the Board of Directors (and can be removed at any time) for a mandate of one year, being admitted and re-elected for the positions such as, CEO and the Executive Vice President of Control and Investor Relations.

The Board of Directors may assign one or more Executive Officers with the position of Vice President in the financial, controllership, and corporate areas.  The Board of Executive Officers has a Chief Executive Officer, an Executive Vice President and two other Executive Officers. The Executive Vice President is designated as the Executive Vice President of Control and Investor Relations. Aside from the signature of the terms as required by the Corporate Governance Level 2, the elected officers take office through signature in the Book of Meetings of the Company’s Board of Executive Officers and will remain in their positions until the installation of the newly elected officers.

The Executive Officers serve as legal representation of the Company and are responsible for the executive management of business operations and for the implementation of general policies and guidelines established by the Board of Directors. To maximize their performance and the execution of their duties, the Executive Officers have several governing bodies at SulAmérica: (i) Executive Committee (COMEX), who evaluates and decides about corporate and strategic subjects; (ii) Committee for Assessment of Plans of Action (COPA), which evaluates and approves projects proposed by units of the Company which require investments or entail higher costs that pre-established limits; and, (iii) Corporate Risk Committee, which evaluates and approves risk management policies and establishes limits to be observed in the Company’s operations and supporting the strategic management of risk.

The Chief Executive Officer (CEO) is responsible for coordinating the activities of the Executive Officers and the supervision of all of the activities of the Company. The other officers are responsible for the tasks defined by the Board of Directors and the Chief Executive Officer.

The Vice President of Investor Relations, designated by the Board of Directors, must disclose material facts or acts which occur as part of the Company’s business operations and take charge of the Company’s relationship with all market participants as well as regulatory and fiscal entities.  

Furthermore, the Board of Executive Officers, when meeting together, have the power to resolve any issues and business interests of the Company as provided by law or in the Bylaws , except as provided by law or the Bylaws as being the responsibility Annual General Meeting or the Board of Directors.

Executive Officers Position Date of First Election Term of Current Office End Date
Gabriel Portella Fagundes Filho Chief Executive Officer April 04, 2013 2018 AGM
Gabriel Portella Fagundes Filho has been CEO of Sul América SA since April 2012 and a member of the Governance and Disclosure Committee and a member of the Sustainability Committee since 2013. He has extensive experience in the insurance market in general and especially in the field of health. Also, he has a 30-year relationship with SulAmérica, where he worked in the commercial area and the life, pension, and P&C insurance segments in addition to being the Vice President of Health and Dental, a position he held until taking over as CEO. He currently serves as Vice President of FenaSaúde - National Federation of Supplemental Health and is a board member of the IESS - Institute for Studies on Supplementary Health. He graduated with a degree in Economics and a specialization in Business Administration.
Ricardo Bottas Dourado dos Santos Executive Vice President of Control and Investor Relations August 17, 2017 2018 AGM
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Laenio Pereira dos Santos Executive Officer March 30, 2007 2018 AGM
Laenio Pereira dos Santos has been a member of the Company‘s Board of Executive Officers since March of 2007. He joined SulAmérica in 1981 and has worked on the executive boards of several of the group‘s companies since 1998, overseeing their accounting divisions. Mr. Santos has been a member of the Administrative and Financial Commission of FENASEG since 1998, and has acted as the commission‘s Vice President since 2005, and has been a member of the Administrative and Financial Commission of CNSeg since 1998, and has acted as the commission‘s President since 2011. He has also served on the accounting commissions of SUSEP and ANS since 2000 and 2007, respectively. He earned a degree in accounting from the Rio de Janeiro University of Economics and Finance in 1986. He also earned a teaching degree in accounting from the Educational Center of Niterói (FACEN). He completed an Executive MBA in 2012 from the Coppead Institute of Business Admisnistration of the Federal University of Rio de Janeiro.
Fabiane Reschke Executive Officer June 22, 2016 2018 AGM
Fabiane Reschke has been a member of the Board of Executive Officers of Sul América S.A. since June, 2016. On the last five years, Fabiane was Legal and Regulatory Director of Nextel Telecomunicações S.A., between January and June of 2016, Director Chief of Chairman’s Office of Telefônica Brasil S.A. from 2013 to 2015 and Legal Director of SulAmérica between 2011 and 2013. Has over 15 years’ experience in legal management, working in large companies in the areas of Communications and Telecommunications. From 2008 to 2011 was Director of Telefonia Brasil, served as Legal Director of Terra Networks do Brasil S.A from 2000 to 2008. From 1997 to 2000 was attorney for the Rede Brasil Sul de Comunicações – RBS – Porto Alegre/RS, responsible for the regulatory and telecommunications department. From 1995 to 1997 was an associate of Escritório Vicenzi Advogados Associados – Porto Alegre/RS, developing activities in the civil, contractual and business law. From 1993 to 1995 advised Italian companies with investments in Brazil. In 1993 graduated in Law and Social Sciences from the Pontifícia Universidade Católica do Rio Grande do Sul. Fabiane is Post Graduated in Civil Procedure from the Università degli Studi di Milano, in Business Law from the University of Bologna, in Economic Integration and Foreign Trade from the Pontifícia Universidade Católica do Rio Grande do Sul, in Business Law and Economics from the Fundacao Getulio Vargas-RS and has a Master’s degree in Commercial Law from the University of São Paulo.

Performance Evaluation Mechanisms

The performance evaluation mechanisms for the Executive Officers and the Board of Directors of the Company are based on financial and operational performance indicators as well as key stakeholders satisfaction levels and sustainability goals.  

Moreover, each year, the members of the Board of Directors of the Company participate in a process of self-assessment of their own as well as  collective performance, identifying and proposing actions contribute to the improvement of the performance of the Board, also addressing issues relating to the performance and interaction advisory committees.

Key management personnel are evaluated annually by the Board of Directors or the Compensation Committee based on targets established in the management contracts and aligned with the Company’s strategy.

Fiscal Council

The Fiscal Council is not instated on a permanent basis; rather it is only installed whenever a request is made by its shareholders, pursuant to Brazilian Corporate Law. It is comprised of three to five members elected at the General Meeting at which its installation is requested with an equal number of alternates, who may or may not be shareholders. The Fiscal Councilors will be conditioned to the signing of the Consent Statement of the members of the Fiscal Council referenced in the Corporate Governance Level 2 Regulation, as well as in compliance with the applicable legal requirements. The duties of the Fiscal Council are set forth in Law No. 6.404/76, as amended by Law No. 10.303/01. 

Last updated on 2017-09-12T12:02:46

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