Name | Office | Election Year | End of Mandate |
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Adelino Dias Pinho | President | 2021 | 2022 |
Mr. Adelino has a degree in accounting sciences, acting as a tax advisor certified by the Brazilian Institute of Corporate Governance (IBGC) since 2011. Mr. Adelino has been a member of the Institute of Independent Auditors of Brazil (IBRACON) since 1983, of the National Association of Financial Executives, Administration and Accounting (ANEFAC) since 2001, from the Brazilian Association of Capital Market Analysts (APIMEC) since 2003, from the Brazilian Institute of Financial Executives (IBEF) since 2007 and from IBGC since 2009. He worked between 1973 and 2008 , as an independent auditor of KPMG Auditores Independentes and previous firms. Between 2013 and 2017, he served as coordinator of the Statutory Audit Committee of Iochpe Maxion S.A. and between 2019 and 2020 he served as a member of the Fiscal Council of Instituto Hermes Pardini SA. Mr. Adelino has already served as a member of the Deliberative Council of KPMG Prev Sociedade de Previdência Privada (2012-2018), member of the National Board and president of IBRACON’s regional section (2011-2017), as well as member of the Examination Administrative Commission of the National Register of Independent Auditors (CNAI) of the Federal Accounting Council (CFC) (2004-2016). He currently serves as chairman of the Supervisory Board of the Association for Assistance to Disabled Children and is a member of the Supervisory Board of WEG S.A. |
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Sergio Vicente Bicicchi | Effective Member | 2021 | 2022 |
Mr. Sergio has a degree in business administration and a postgraduate degree in accounting and economics. He has been an independent consultant in strategic business and risk management in the labor and regulatory area since 1991. Mr. Sergio has already served as a member of the Boards of Directors of Anhanguera Educacional Participações SA and Diagnósticos da América SA. Currently, he is a member of the Board of Directors General Optical Participações SA, CHSP Hematology Center of São Paulo and Senne Liquor Ltda. |
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João Verner Juenemann | Effective Member | 2021 | 2022 |
Mr. João has experience in the following companies, such as: Banrisul: Board Member, Coordinator of the Audit Committee (2015/2022) and member of the Eligibility and Compensation Committee (2015-04 / 2018); Statkraft Energias Renováveis S.A .: Substitute member of the Fiscal Council (2021); HT Micron Semicondutores S.A .: Member of the Fiscal Council (2019/2021); Brasiliana Participações S.A .: Member of the Fiscal Council (2020); BR Distribuidora S.A .: Member of the Fiscal Council (since 2018) and President of the Fiscal Council (since 2020); Brazilian Institute of Corporate Governance: Member of the Nominating Committee of the Board of Directors (2011/2020) and Board Member (2005/2008); Dimed S.A. Distribuidora de Medicamentos: Coordinator of the Audit and Risk Committee (2016/2021) and Member of the Fiscal Council (2009/2015); Tupy S.A .: Coordinator of the Audit and Risks Committee (2009/2019) and member of the same committee (2020/2021); Klabin S.A .: Member of the Fiscal Council (2017/2018) and alternate of the Board of Directors (2019/2020); Saraiva S.A. Livreiros Editores: Member of the Fiscal Council (2014/2018) and President of the Fiscal Council (2019); Paquetá Calçados Ltda: Member of the Audit and Risk Committee (2016/2017); College of Members of FACPC – Foundation for Support to the Accounting Pronouncements Committee: President (2015/2017); Forjas Taurus S.A .: Board member and coordinator of the Audit and Risks Committee (2014/2017); Instituto de Desenvolvimento Gerencial S.A. (Falconi Consultores de Resultados): Chairman of the Fiscal Council (2011/2017); Sonae Sierra Brasil S.A .: Member of the Fiscal Council (2014/2015); Plascar Participações Industriais S.A .: Member of the Fiscal Council (2013/2015); Banco Indusval S.A .: Member of the Fiscal Council (2012/2015); Academic background: Graduated in Accounting and Actuarial Sciences at PUCRS (1962) Business Administration at UFRGS (1971) and Post-Graduation in Auditing at UFRGS (1965); President of the Regional Accounting Council of Rio Grande do Sul (1974/1975) and of the Federal Accounting Council (1982/1985); Chairman of the Fiscal Council of Banco Meridional do Brasil S.A. (1985/1997); Professor at UFRGS – Federal University of Rio Grande do Sul (1972/1984), in the area of Accounting Sciences. Co-author of the Best Practices Guide for the Fiscal Council (2005) and the Best Practices Guide for the Audit Committee (2009), both issued by IBGC – Brazilian Institute of Corporate Governance. Participation in the IBGC Technical Days in Washington, Paris, London, Stockholm, Sydney, Palo Alto, San Francisco and Israel. Participant of the ACI – Audit Committee Institute of KPMG Brasil (2005/2020) and member of the events of the ACI United States. |
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Olavo Fortes Campos Rodrigues Junior | Alternate | 2021 | 2022 |
Mr. Olavo has a degree in business administration from Universidade Mackenzie São Paulo. He started his career at Arthur Andersen in the areas of auditing and consulting. He has professional experience in the management of service, industry and retail companies, having worked at Carrefour, Pepsi-Cola Engarrafadora, Alcoa Brasil, as Director. At Alcoa Argentina, Grupo Siciliano and Grupo Papaiz, he served as Chief Executive Officer. |
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Anna Carolina Morizot Tourinho | Alternate | 2021 | 2022 |
Ms. Anna Carolina has a law degree from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), a master’s in regulation law from the Getúlio Vargas Foundation and a master’s in law (LL.M.) from the New York University School of Law. Ms. Anna Carolina has experience in consulting in the area of administrative law, acting before regulatory agencies, regulatory analysis in M&A operations, auditing, and litigation in the administrative and judicial spheres, in the oil and gas, port, lubricants, tobacco sectors , food and pharmaceutical. Ms. Anna Carolina served as legal advisor at the Secretariat of Finance for Legal Affairs of the State Secretariat of Finance between 2008 and 2009, and as a lawyer in the area of administrative and regulatory law at the following law firms: Vinhas e Redenschi Advogados (2009- 2010), |
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Geraldo Affonso Ferreira Filho | Alternate | 2021 | 2022 |
Mr. Geraldo has experience as an executive with a strategic and global vision of B2B business, with extensive experience in the international area of the forest-based industry, acquired in high command positions in large national and multinational companies, in Brazil and Asia, as Suzano, Ripasa, Iguaçu Celulose and Asia Pulp & Paper (APP). Knowing the production, distribution and financing chains in foreign trade, with deep international experience in different models of administration and environmentalist vision. Substitute member of the Fiscal Council of Klabin S.A., of Statutory Audit Committees of SPTRans and CET. On a pro-bono basis, he is a member of the IBGC’s Sustainability and Congress Committees, Fiscal Adviser to Junior Achievement, member of the 30% Club Advisory Board and Co-founder of the Corporate Governance Brotherhood. Board of Directors and Auditor certified by IBGC, member of the IFC World Bank advisory bank, in addition to training in renowned specialization courses in Brazil and abroad in Corporate Governance. |
According to Brazilian Corporate Law, the Fiscal Council is independent of the management and external auditors of GNDI. The primary responsibility of the Fiscal Council is to monitor the management’s activities, scrutinize the financial statements and to report its findings to shareholders.
GNDI‘ Fiscal Council is a non-permanent body but may be set up during any year if requested by shareholders, as described below.
The Fiscal Council shall have three members and three alternate members. Pursuant to CVM Instruction 324 of January 19, 2000, the Fiscal Council may be convened by Shareholders Meeting at the request of shareholders representing at least 2% of the common shares, with a mandate until the first Annual General Meeting following to its installation. However, for that minority shareholders to be able to elect separately one member of the Fiscal Council and his alternate, they must own at least 10% of the common shares. In this case, the other shareholders may elect two members and two alternates.
The Fiscal Council cannot have members of the Board of Directors, Executive Board or other employees of a subsidiary or another group company, or any relative of a GNDI administrator.