Investor Relations

Management

  • Board of Directors
  • Fiscal Council
  • Statutory Audit Committee
  • 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). There is nothing in the last 05 (five) years of any criminal conviction, by administrative proceedings of the CVM or any final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from the practice of any professional or commercial activity.
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). There is nothing in the last 05 (five) years of any criminal conviction, by CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity. The executive declared, for all legal purposes, that in the last 5 years, he was not subject to the effects of any criminal conviction, any conviction or application of penalty in an administrative proceeding before the CVM and any final and unappealable conviction, in the judicial or administrative sphere, which had the effect of suspending or disqualifying the practice of any professional or commercial activity. Additionally, the executive stated that he is not considered, under the terms of the applicable legislation, a politically exposed person.
In the last 5 years, he served as Vice President of the Board of Directors of Guararapes Confecções S/A (Indústria de Confecções). There is nothing in these last 05 (five) years of any conviction criminal offense, CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
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. There is nothing in these last 05 (five) years of any criminal conviction, by administrative proceedings of the CVM or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
Independent Advisor. In recent years, he has held the position of Executive Vice President at Bradesco, where he was responsible for the Corporate Relations Area, International Area, Investment Banking, Brokerage Firms, Asset Management and Private Equity. There is nothing in the last 05 (five) years of any criminal conviction, by CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
Oswaldo Nunes holds a bachelor’s degree in Business Administration and a graduate degree, both from Fundação Armando Alvares Penteado. All his professional experience has been developed in the fashion industry and retail. He began his career at Guararapes in the 1970s. Over the past years, he has been the Chief Executive Officer of Lojas Riachuelo S/A (Retailer) and acted as officer of Guararapes Confecções (Apparel Industry).

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 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. There is nothing in the last 05 (five) years of any criminal conviction, by CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
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). There is nothing in the last 05 (five) years of any criminal conviction, by CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
He held the position of Executive Director of Midway S.A. – Credit, Financing and Investment (Financial Institution) for more than 10 (ten) years, until December 2020. There is nothing in the last 05 (five) years of any criminal conviction, by administrative proceedings of the CVM or any final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from the practice of any professional or commercial activity.
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. There is nothing in the last 05 (five) years of any criminal conviction, by CVM administrative proceedings or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
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. There is nothing in the last 05 (five) years of any criminal conviction, by administrative proceedings of the CVM or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.
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). There is nothing in these last 05 (five) years of any criminal conviction, by administrative proceedings of the CVM or any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disqualified him from the practice of any professional or commercial activity.

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:

Guararapes:

Nome Cargo Date Appointed Term
Executive with consistent experience in the financial area, mainly Treasury, Accounting, Controllership and Human Resources in publicly traded national companies in various segments such as retail, industry and services. Implementation of a process to consolidate the results of the business group and formation of a team for the preparation of financial statements and management reports.

International experience with the implementation of production cost controls and price formation in dollars, in partnership with a Paraguayan company, encouraged by the Maquila Law, seeking to reduce the cost of imported goods to Brazil. Experience in the implementation of budgetary controls for results and cash flow, with monthly and daily monitoring, outlining an action plan to mitigate negative deviations, including working with the OBZ method – Zero Base Budget. Expertise in tax planning, in view of basic tax knowledge at the municipal, state and federal levels, and in strategic planning for a period of at least 5 years, with monthly monitoring through management reports and indicators that serve as annual goals for awarding executives.

In recent years, he held the position of Executive Vice President at Bradesco, where he was responsible for the Corporate Relations Area, International Area, Investment Banking, Brokerage Firms, Asset Management and Private.
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 Company’s Executive Board 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; 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 Executive Board of Guararapes and its subsidiaries Lojas Riachuelo and Midway Financeira:

 

Guararapes:

Name Title Date Appointed Term
Oswaldo Nunes holds a bachelor’s degree in Business Administration and a graduate degree, both from Fundação Armando Alvares Penteado. All his professional experience has been developed in the fashion industry and retail. He began his career at Guararapes in the 1970s. Over the past years, he has been the Chief Executive Officer of Lojas Riachuelo S/A (Retailer) and acted as officer of Guararapes Confecções (Apparel Industry).
Tulio Pitol de Queiroz holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (EAESP) and an MBA in Fashion Retail and Management from FIA and joined the Company as a trainee in 2003. He has structured and managed the Investor Relations department and, later, has also held the position of the group’s corporate Controller. Over the past years, he has acted as Riachuelo’s Financial Officer and, most recently, he has been the Chief Financial and Management Officer, as well as Investor Relations Officer at Guararapes and Chief Executive Officer of Midway Financeira. In 2017, he was chosen Latin America’s third best CFO by Institutional Investor (Small caps category).
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 as Production 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.

Lojas Riachuelo:

Name Title Date Appointed Term
Oswaldo Nunes holds a bachelor’s degree in Business Administration and a graduate degree, both from Fundação Armando Alvares Penteado. All his professional experience has been developed in the fashion industry and retail. He began his career at Guararapes in the 1970s. Over the past years, he has been the Chief Executive Officer of Lojas Riachuelo S/A (Retailer) and acted as officer of Guararapes Confecções (Apparel Industry).
Tulio Pitol de Queiroz holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (EAESP) and an MBA in Fashion Retail and Management from FIA and joined the Company as a trainee in 2003. He has structured and managed the Investor Relations department and, later, has also held the position of the group’s corporate Controller. Over the past years, he has acted as Riachuelo’s Financial Officer and, most recently, he has been the Chief Financial and Management Officer, as well as Investor Relations Officer at Guararapes and Chief Executive Officer of Midway Financeira. In 2017, he was chosen Latin America’s third best CFO by Institutional Investor (Small caps category).
Carlos Alves holds a bachelor’s degree in Production Engineering from UNIFEI and a graduate degree in Business Management and Project Management from Fundação Getulio Vargas and in Entrepreneurship from Fundação Dom Cabral, as well as an extension degree from the University of British Columbia, in Canada. He holds a master’s degree in Consumer Behavior from Escola Superior de Propaganda e Marketing and a bachelor’s degree in Technology from FTSA. Mr. Alves is the Vice-President of the Brazilian Association of E-commerce store owners (ABLEC), Marketplace Director of the Brazilian Association of E-commerce (ABCOMM), Director of the Brazilian Institute of Retail Executives (IBEVAR), member of the Institute for Retail Development (IDV) and member of the Advisory Board of E-Commerce Brasil. He is also a lecturer in several Digital events both in Brazil and abroad. Mr. Alves is the founder of Integra Commerce, which was acquired by Magazine Luiza, and he joined that company as an officer, creating Magalu’s marketplace. In 2018, he joined Grupo Guararapes as Head of E-Commerce and became the CTO in 2019.
Elio França e Silva holds a bachelor’s degree in Advertising and Marketing from Escola Superior de Propaganda e Marketing and an MBA from Fundação Dom Cabral. He joined the Company in 2018 as Operations, Marketing, Digital Channels and Relationship Executive Officer. He has a broad professional experience, having worked for more than 30 years in the retail segment, including at C&A and later at Cacau Show.
Mauro Mariz Gonçalves has begun his career at Credicard and joined Riachuelo for the first time in 1992, as a trainee and was promoted to product manager. He has been Product Officer at Wal-Mart Brasil before returning to Grupo Guararapes in 2004, in the sales department. In 2006, he took over Riachuelo’s People department and, in 2008, became the head of Grupo Guararapes’ People department. Since 2020, he has been the People and Sustainability Executive Officer. Mr. Gonçalves holds a bachelor’s degree in Public Administration from Fundação Getulio Vargas (EAESP), an MBA in Business and People Management from FIA/USP and a specialization degree in Strategic People Management, also from FGV.
João Braga holds a licentiate’s degree in marketing management specializing in large consumption assets and a graduate degree in international marketing. He joined Grupo Guararapes in 2021 as Riachuelo’s Lifestyle executive officer and took over the Product, Logistics and Marketplace Executive Offices. He has over 26 years of experience in the Sales, Operations, Expansion, Product, Branding & Marketing, Distribution and Logistics departments. Mr. Braga has also worked for 9 years as general officer at Grupo Inditex in Brazil, which is responsible for the Zara and Zara Home brands, and before that he has worked at Salsa Jeans in Europe.

Midway Financeira:

Name Title Date Appointed Term
Tulio Pitol de Queiroz holds a bachelor’s degree in Business Administration from Fundação Getulio Vargas (EAESP) and an MBA in Fashion Retail and Management from FIA and joined the Company as a trainee in 2003. He has structured and managed the Investor Relations department and, later, has also held the position of the group’s corporate Controller. Over the past years, he has acted as Riachuelo’s Financial Officer and, most recently, he has been the Chief Financial and Management Officer, as well as Investor Relations Officer at Guararapes and Chief Executive Officer of Midway Financeira. In 2017, he was chosen Latin America’s third best CFO by Institutional Investor (Small caps category).
Carlos Alves holds a bachelor’s degree in Production Engineering from UNIFEI and a graduate degree in Business Management and Project Management from Fundação Getulio Vargas and in Entrepreneurship from Fundação Dom Cabral, as well as an extension degree from the University of British Columbia, in Canada. He holds a master’s degree in Consumer Behavior from Escola Superior de Propaganda e Marketing and a bachelor’s degree in Technology from FTSA. Mr. Alves is the Vice-President of the Brazilian Association of E-commerce store owners (ABLEC), Marketplace Director of the Brazilian Association of E-commerce (ABCOMM), Director of the Brazilian Institute of Retail Executives (IBEVAR), member of the Institute for Retail Development (IDV) and member of the Advisory Board of E-Commerce Brasil. He is also a lecturer in several Digital events both in Brazil and abroad. Mr. Alves is the founder of Integra Commerce, which was acquired by Magazine Luiza, and he joined that company as an officer, creating Magalu’s marketplace. In 2018, he joined Grupo Guararapes as Head of E-Commerce and became the CTO in 2019.
Silvana Lavacca Arcuri holds bachelor’s degrees in Business Administration from Fundação Getulio Vargas (EAESP) and in Law from Faculdade de Direito do Largo São Francisco (USP) as well as a graduate degree in Tax Law from IBET. She worked at Grupo Votorantim from 2003 to 2011, where she started as a lawyer specializing in Civil and Tax Litigation. She has worked in several business units, especially the chemical and agribusiness ones. She was also head of the Corporate Law and Contract departments and, in 2009, she took over as Legal Manager of the Agribusiness unit, and has led several acquisitions of assets and companies, both in Brazil and abroad. Ms. Arcuri joined Grupo Guararapes in 2011, where she has structured and managed the Tax department until 2018, when we took over the company’s Corporate Legal department. In 2021, she became the Legal, Governance and Risk Officer, expanding her reach to the group’s Governance, Compliance and Risk Management departments.
Elio França e Silva holds a bachelor’s degree in Advertising and Marketing from Escola Superior de Propaganda e Marketing and an MBA from Fundação Dom Cabral. He joined the Company in 2018 as Operations, Marketing, Digital Channels and Relationship Executive Officer. He has a broad professional experience, having worked for more than 30 years in the retail segment, including at C&A and later at Cacau Show.
Mauro Mariz Gonçalves has begun his career at Credicard and joined Riachuelo for the first time in 1992, as a trainee and was promoted to product manager. He has been Product Officer at Wal-Mart Brasil before returning to Grupo Guararapes in 2004, in the sales department. In 2006, he took over Riachuelo’s People department and, in 2008, became the head of Grupo Guararapes’ People department. Since 2020, he has been the People and Sustainability Executive Officer. Mr. Gonçalves holds a bachelor’s degree in Public Administration from Fundação Getulio Vargas (EAESP), an MBA in Business and People Management from FIA/USP and a specialization degree in Strategic People Management, also from FGV.
“*” Non-statutory Directors