The Board of Directors shall comprise three to ten members, elected by the General Meeting for a two-year period, with the right to re-election. The Chairman of the Board is chosen from among the elected Board Members, all of whom should be stockholders and residents of Brazil. The Board of Directors has the duties accorded to it by Law and the By-Laws, and is also responsible for electing and dismissing the Directors, establishing duties and substitution criteria; determining the distribution of the remuneration specified by the General Meeting for its members and Directors; and deciding on the issuance of shares and subscription bonuses and commercial promissory notes.
Currently, the Company has seven members on the board, three of whom are independent. The Board composition is presented in the table below:
|Board of Directors||Position|
|Eduardo Saggioro Garcia||Chairman|
|Carlos Alberto da Veiga Sicupira||Member|
|Claudio Moniz Barreto Garcia||Member|
|Paulo Alberto Lemann||Member|
|Paulo Veiga Ferraz Pereira||Independent Member|
|Sidney Victor da Costa Breyer||Independent Member|
|Vanessa Claro Lopes||Independent Member|
For a better performance of its functions, the Board of Directors may, at its discretion, create committees or work groups with defined objectives.
The Committees shall submit the materials exanimated for them as well as its recommendation to the Board of Directors, and ordinarily meet at the Company’s registered office at least once a quarter, or extraordinarily, whenever convened by the President by letter, telegram, e-mail or in person.
The Committees shall be composed of at least 3 and a maximum of 4 members chosen by the Board of Directors, which will also appoint from among the members a Chairman of the Committee. The Committee members may be members of the Board of Directors or third parties who are not administrators or associates (specialists or other persons whose contribution is relevant to the performance of the Committee’s work).
The Executive Board shall comprise 2 to 14 Directors, one of whom will be appointed as President Director and other as Superintendent Director, elected by the Board of Directors for a one-year period with the right to re-election. The Directors should be individuals, residents in Brazil and stockholders of the company. The Executive Board functions as a collegiate body in decisions on all matters that are to be submitted to the Board of Directors.
Currently, the Company has 12 members in the Executive Board, which are presented in the table below.
|Executive Board Members||Position|
|Miguel Gomes Pereira Sarmiento Gutierrez||President Director|
|José Timótheo de Barros||Superintendent Director|
|Carlos Eduardo Rosalba Padilha||Investor Relations Director|
|Andrea Silva Barra||Director|
|Anna Christina Ramos Saicali||Director|
|Celso Alves Ferreira Louro||Director|
|João Guerra Duarte Neto||Director|
|Marcio Cruz Meirelles||Director|
|Maria Christina Ferreira Nascimento||Director|
|Milena de Andrade Sacramento||Director|
|Welington de Almeida Souza||Director|
The Fiscal Committee is a non-permanent body comprising five sitting members and four substitute members, and has the powers and duties conferred by law, while complying with the legal provisions relating to requirements, inability to act, remuneration, composition, induction, functioning, duties and responsibilities.
Currently, the Company has 3 members, indicated in the table below.
|Fiscal Council Members||Position|
|Ricardo Scalzo||Member (nominated by preferred shareholders)|
|Marcio Luciano Mancini||Member (nominated by ordinary shareholders)|
|Vicente Antonio de Castro Ferreira||Member|
|Carlos Alberto de Souza||Alternate|
|Pedro Carvalho de Mello||Alternate|
|André Amaral de Castro Leal||Alternate|
The Ordinary General Meeting is annual and should be held in the first four months following the end of the company year, and the Extraordinary General Meeting will be called whenever the Law and company interests require that the stockholders be heard.
January 1st to December 31th.