Investor Relations

Management

Management

  • Board of Directors
  • Fiscal Council
  • Statutory Audit Committee
  • Statutory Executive Board

The Board of Directors shall be composed of at least three members and at most nine members (alternates may be elected), whether shareholders or not, all elected and removed by the voting members of the Annual General Meeting, with a unified term of office of one year, among whom one shall be elected as chairman and another one as vice-chairman by the Company’s shareholders.

Among the members of the Board of Directors, at least two – or 20% of the members, whichever is greater – shall be independent directors, as defined in the Novo Mercado Regulations, and expressly declared as such in the minutes of the General Meeting whereby they are elected; a director elected by means of a separate vote is also considered independent, in the event that there is a controlling shareholder, an option provided for by art. 141, §§ 4 and 5 of Brazil’s Corporations Act and pursuant to art. 16, §3 of Novo Mercado Regulations.

It is responsible for managing the Company, along with the Executive Board. It defines business strategies aimed at creating long-term value and ensuring the Company’s perpetuity, considering the impacts of its activities on society and the environment.

Below, we show the current members of the Board of Directors:

Name Title Date Appointed Term
Postgraduate in PMD from Harvard Business School; Postgraduate in Strategic Retail Management from Harvard Business School; Business Administration from Fundação Getúlio Vargas (incomplete); More than 14 years of experience in industry, retail and market, serving as a member of the Board of Directors and in executive positions in the group; Participated and participates as a member of IDV, FIESP, Commercial Association of SP and Institute of Studies for Industrial Development; He participated in Elective Positions, as Federal and Constituent Representative for RN (1986 to 1994). acted as President of Lojas Riachuelo (Retail Business) and Midway S.A. – Credit, Financing and Investment (Financial Institution) and as Vice President and Investor Relations Officer at Guararapes Clothing (Clothing Industry).
He held the position of Director of Advertising and Marketing for more than 05 (five) years until March 2009 at Lojas Riachuelo S.A. In the last 5 years he has served as a Board Member in the Management of Guararapes Confecções S/A (Industria de Confecções).
In the last 5 years, Lisiane has served as Vice President of the Board of Directors of Guararapes Confecções S/A (Indústria de Confecções).
Independent advisor. Managing Partner of Humà Consultoria, a consultancy specializing in people management. Executive who has developed a career for more than 30 years in companies in different fields of activity, such as: Grupo Othon Bezerra de Melo, Unibanco SA, Johnson & Johnson and Grupo Pão de Açúcar, where she served as Executive Director of Human Resources. She is also a member of the Board of Private Companies. In business consulting, he accumulates successful cases in companies in industry, commerce, finance and retail such as: Besni, Dicico, Drogaria Iguatemi, Hospital Albert Einstein, Lojas Etna, Banco Itaú, Polishop, Lojas Vivara, Volkswagen, WOW Nutrition, Supermercado Irmãos Lopes , Jovem Pan, Holding Clube, Implamed Group, Gamaro Group, Brookfield Incorporações, among others. Decorated by the State Government of São Paulo in social projects in the area of ​​Human Resources.
Graduate in Mechanical Engineering awarded by Universidade Federal do Rio de Janeiro and in Economics by Faculdades Integradas Cândido Mendes. Holds an MBA in Finance from the J.L. Kellogg Graduate School of Management Northwestern University. Current CO-CEO of Método Potencial Engenharia and partner of Itereffika Promotora De Vendas Ltda. Former Associate at Crédit Agricole Indosuez D.T.V.M. S.A, Executive Officer at Itaú Unibanco and Officer at Banco Alemão Deutsche Bank.

The Company’s Fiscal Council consists of at least three and at most five full members, and an equal number of alternates. It operates only in the fiscal years in which it is formed at the request of shareholders, under the terms of current legislation.

The formation, operation, and duties of the Fiscal Council, as well as the remuneration of its members, shall be in the manner regulated by the applicable provisions.

Below, we show the current members of the Fiscal Council:

Name Title Date Appointed Term
Graduated in Law (2007) and History (2002) from the University of Guarulhos. He has a specialization in Corporate Law from FGV (2013/2014) and an update in Environmental Law from ESA-OAB. Currently studying a Postgraduate Degree in Corporate Law and Compliance – EPD – 2020/2021. Chairman of the Prerogatives Committee and member of the Ethics Committee of the Brazilian Bar Association, Subsection 290 – Mairiporã/SP and Coordinator of the Escola Superior da Advocacia – ESA – Subsection 290º – Mairiporã/SP. He has been working since 2001 as a consultant in Corporate Governance, providing consulting and business advisory services in the administrative, financial, corporate, tax areas and acting on the Board of Directors and Fiscal Council, acting in recent years as full and alternate Fiscal Councilor in the companies: Tafibrás Participações S.A., Companhia Paranaense de Energia S.A., from Banco Nossa Caixa S.A.; Drogasil S.A.; Monark S.A. Bicycles; M&G Polyester S.A.; Santos Brasil S.A.; Medial Saúde S.A.; AES Tietê S.A., Têxtil Renauxview S.A.; Metalfrio Solutions S.A; Triunfo Participações e Investimentos S.A. Eucatex S.A Industria e Comércio, among others. Currently Mr. Murici dos Santos is an alternate member of the Fiscal Council of the Companies: Rio Paranapanema S.A. (2014/current), Tarpon Investimentos S.A (2016/2019); Profarma Distribuidora de Produtos Farmacêuticos S.A. (2017/current) Vulcabrás S.A (2018/current) and Guararapes Confecções S.A (2018/current) and Transmissora Aliança de Energia Elétrica S.A (2018/current) and member of the Fiscal Council of the Companies: Valid Soluções S.A (2015/2019); Transmissora Aliança de Energia Elétrica S.A (2019/current) Companhia Distribuidora de Gás do Rio de Janeiro – CEG (2017/current) and Rossi Residencial S.A (2018/current).
Graduated in Business Administration and Graduated in Accounting, both courses from Faculdades Oswaldo Cruz. He has solid accounting and financial planning knowledge in financial institution, retail/wholesale and industry. He has 30 years of experience in managing, leading and engaging teams, in addition to training new professionals. He served for 12 years as Accounting Manager for Midway S.A. Credit, Financing and Investment. He was Account Manager at Lojas Riachuelo S.A. for 15 years.
Executive with consistent experience in the financial area, mainly Treasury, Accounting, Controllership, and Human Resources in Brazilian publicly traded companies in various segments such as retail, industry, and services. Experience in implementing business results consolidating process and team formation for financial statements preparation and management reports. International experience with the implementation of production cost controls and price formation in dollars, in a partnership with a Paraguayan company, encouraged by the Maquila Law, seeking to lower the cost of imports into Brazil. Experience in implementing budget controls for results and cash flow, with monthly and daily monitoring, drawing up action plans to mitigate negative deviations, including working with the OBZ method — Zero Based Budgeting. Expertise in tax planning, considering basic tax knowledge at the municipal, state, and federal level, and in strategic planning for a period of at least 5 years, with monthly monitoring through management reports and indicators that serve as annual targets for rewarding executives.
Graduated in Architecture and Urbanism at PUC Campinas with approval at the University of Porto in Portugal. He worked as an engineer at Kodak Brasileira from February 1991 to February 1999, at Dalkia / Vivante from March 1999 to April 2015 from technical coordinator to regional manager. Since May 2015, he has held the position of Operations Manager at Multiplan / Village Mall. He also acted as Coordinator/Manager, being responsible for the technical and process development of company structures, such as Shopping Morumbi, Shopping Anália Franco, Shopping Praia da Costa in Vitória, Accor Brasil headquarters, Shop Rio Sul, Shop West Plaza , and corporate offices, among others, and has experience in the implementation of ISO-9001:2000 for the service sector, having participated in the certification process. He also served as an alternate member of the fiscal council of Transmissora Aliança de Energia Elétrica S.A (2019/current); from Companhia energia de Brasília (2018/current) and from Companhia Rossi Residencial S.A. (2019/current).
Business Administrator from EAESPFGV with a Masters in Economics from EESP-FGV. He is a member of the Fiscal Council of GAFISA S.A, Heringer S.A. Certified by the IBGC as a Board Member. He has been a CVM-certified manager and partner of the financial consultancy Managrow Consultoriastrategic em Finanças Ltda since 2004. He was Latin America Controller at BNP in New York for the Investment Banking division and a consultant at A.T Kearney Management Consulting. He was a member of the Fiscal Council of BRADESPAR, VIVO S.A, Banco PINE and Trisul S.A.
Economist graduated from the Pontifical Catholic University of São Paulo (PUC-SP). He worked for the last 21 years in the companies of the Guararapes Group in the area of supplies, retiring from the position of Director of Supplies of the Company.

The Audit Committee is an advisory body linked to the Board of Directors, and consists of at least three members, at least one of whom must be an independent member of the Board of Directors, and at least one must have recognized experience in matters relating to corporate accounting.

Below, we show the current members of the Statutory Audit Committee:

Name Title Date Appointed Term
Graduated in Business Administration and Accounting and an MBA in Corporate Governance. He has a master degree in Controllership and Finance. Mr. Corinto is a professional with solid knowledge in corporate governance practices, corporate risk management, internal controls, auditing and management and process improvement. As an executive, he was responsible for structuring corporate risk management practices in a publicly held company, as well as having experience reporting to advisory bodies to the Board of Directors and serving regulators, mainly CVM and BACEN. As an external consultant, he has experience in business risk management projects, analysis, implementation and evaluation of internal controls, internal audit, audit of financial statements (assurance), audit of sustainability balance sheet (adherence to GRI) and Sarbanes Oxley Act. Currently, Mr. Corinto serves as a member of the audit committee, consultant in the area of governance and risk management and guest professor in postgraduate courses.
Graduate in Mechanical Engineering awarded by Universidade Federal do Rio de Janeiro and in Economics by Faculdades Integradas Cândido Mendes. Holds an MBA in Finance from the J.L. Kellogg Graduate School of Management Northwestern University. Current CO-CEO of Método Potencial Engenharia and partner of Itereffika Promotora De Vendas Ltda. Former Associate at Crédit Agricole Indosuez D.T.V.M. S.A, Executive Officer at Itaú Unibanco and Officer at Banco Alemão Deutsche Bank.
Board Member of ROSSI RESIDENCIAL S.A. (2018/current); Board Member of COMPANHIA ENERGÉTICA DE BRASÍLIA – CEB (2015/current); Member of the Fiscal Council of GUARARAPES S.A. (2014/2015, 2018/2019 and 2020/2021); Fiscal Council Member of VULCABRÁS AZALEIA S.A. (2018/2020); Fiscal Councilor of PROFARMA DISTRIBUIDORA DE PRODUTOS PHARMACÊUTICOS S.A (2017/current); Fiscal Council Member of TRANSMISSORA ALIANÇA DE ENERGIA ELÉTRICA S.A. (2018/current); Fiscal Council Member of TÊXTIL RENAUXVIEW S.A. (2018/current); Member of the Fiscal Council of TARPON INVESTIMENTOS S.A. (2017/2019).

The Statutory Executive Board of Guararapes consists of at least two and at most five members, Brazilian citizens, residing in Brazil, whether shareholders or not, who are named to the positions of Chief Executive Officer, Investor Relations Officer, and the other Officers with no specific designation. The members of the Executive Board are elected by the Board of Directors for a one-year term of office, and may be reelected and removed by the latter at any time, and any Officer may cumulate the attributes conferred upon the Investor Relations Officer.

The Officers are responsible for managing the corporate business in general, and for carrying out all necessary or suitable acts for such purpose, except for those for which – whether by law or according to our Articles of Organization – approval of the shareholders at the Annual General Meeting or the Company’s Board of Directors is required.

Below, we show the members of the Statutory Executive Board of Guararapes:

Name Title Date Appointed Term
Graduated in Chemical Engineering from UNICAMP with an MBA from INSEAD. Mr. Andre has extensive experience in the retail area, having served as CEO at Grupo Dafiti and as Vice President at Grupo Boticário.
Graduated in Accounting from FAPA (Faculdade Porto-Alegrense de Ciências Contábeis e Administração), and has over 20 years of experience in financial area, having also lead the business and commercial departments. He was the CFO and IRO of retail companies and other segments, such as Fast Shop, Hortifruti Natural da Terra and Grupo Technos.
Jairo Amorim holds a bachelor’s degree in Business Administration from Universidade Católica de Pernambuco, an MBA from Fundação Dom Cabral and a graduate degree in Industrial Management from Universidade Federal do Rio Grande do Norte. He joined Grupo Guararapes in 2010 asProduction Manager in Fortaleza and, in the following year, he was invited to take over the Natal Branch. In 2021, he was promoted to Industrial Director and, in 2019, he took over as Industrial Executive Officer. Before that, Mr. Amorim has worked at Cia Hering, Vicunha Têxtil and Valisere. He has vast experience in the apparel industry and has built his career in companies operating in this segment.