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Administrative Council

The Administrative Council shall comprise three to ten members, elected by the General Meeting for a three-year period, with the right to re-election.  The President of the Council is chosen from among the elected Council Members, all of whom should be stockholders and residents of Brazil. The Administrative Council 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.

View the Internal rules of the Board of Directors and Committees

Specialized Committees of the Board of Directors

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).

  1. Finance Committee
    The Finance Committee main objective is to inform and advise the Board of Directors with respect to all of the decisions involving the Company’s financial policies, ensuring that the Company always fulfills its obligations, political and financial responsibilities.

  2. People and Remuneration Committee
    The People and Remuneration Committee main objective is to inform the Board of Directors in relation to all decisions involving the Company’s people and remuneration policies, ensuring (i) that the members of the Board of Directors and all the Company’s associates have incentives to achieve exceptional results, being reward properly; (ii) the correct and efficient implementation of the Company’s culture that values the constant improvement and meritocracy, and ensures the alignment of the interests of members and shareholders; and (iii) that the Company can attract, capture, retain and develop the best professionals and leaders, ensuring the succession of its top executives.

  3. Digital Committee
    The Digital Committee main objective is to assist the Board of Directors in fulfilling its responsibilities in digital supervision in the technology area and in the technology involved in the trade through the internet, television, mobile phone, directly to consumers as well as emerging channels.

  4. Sustainability Committee
    The Sustainability Committee was formalized by the Board of Directors in 2010 and contributes to the definition of best management practices, based on the search for a balance between the economic, environmental and social pillars, as well as fostering the engagement of all associates to the themes of Sustainability.
    The Committee is multidisciplinary, made up of representatives from various areas of the Company.
    With weekly meetings, the Committee seeks to discuss, plan and implement actions that promote the sustainable development of the Company, always based on the needs of stakeholders.

Board of Directors

The Board of Directors shall comprise two to twelve Directors, one of whom will be appointed Director Superintendent, elected by the Administrative Council 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 Board of Directors functions as a collegiate body in decisions on all matters that are to be submitted to the Administrative Council. The Directors receive remuneration in the form of fees established by the General Meeting and dividends as decided by the Administrative Council.

Visualizar o regimento Interno do Conselho de Administração e dos Comitês

Fiscal Committee

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.

General Meeting

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.

Fiscal Year

January 1st to December 31th.