Grupo NotreDame Intermédica

Group NotreDame Intermédica

Governance

Fiscal Council

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.

Charter of the Fiscal Council – Portuguese version

Name Office Election Year End of Mandate
João Ricardo Pereira da Costa President 2020 2021

Mr. João Ricardo holds a degree in economics from the State University of Rio de Janeiro and in accounting sciences from Universidade Santa Úrsula, being registered with the CVM, accredited in IFRS and certified tax advisor by the Brazilian Institute of Corporate Governance (IBGC). Mr. João Ricardo has 37 years of experience in auditing at Ernst & Young Auditores Independentes, of which 20 years as a partner responsible for auditing financial statementsand processes for issuing bonds, debt and shares in Brazil and abroad, with a focus on telecommunications, entertainment, real estate and mining sectors. He started at the EY office in Rio de Janeiro in 1982, passing through the Los Angeles office in 1989. From 1997 to 2009, based in Belo Horizonte, he was the regional managing partner responsible for EY’s operations

Adelino Dias Pinho Effective Member 2020 2021

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.

Sergio Vicente Bicicchi Effective Member 2020 2021

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.

Olavo Fortes Campos Rodrigues Junior Alternate 2020 2021

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.
As a fiscal advisor, he worked at Duke Energy International, Geração Paranapanema SA, a company that operates in the hydroelectric generation and energy commercialization sector and as a member of the Board of Directors of Renova Energia SA, a publicly-held company that operates in the renewable energy production sector, in particular wind energy. In the past 5 years, he served as: (i) member of the Fiscal Council of Construtora Tenda S.A., a publicly-held company that operates in the construction and real estate development sector; (ii) member of the Fiscal Council of Alphaville Urbanismo S.A., a company that operates in the sector of development of urban lots; (iii) member of the Fiscal Council of Usinas Paulista Lavrinhas and Paulista Queluz de Energia S.A., privately held companies, which operate in the generation sector hydroelectric and commercialization of energy – SHPs; (iv) alternate member of the Fiscal Council of São Carlos Empreendimentos e Participações S.A., a property management company for commercial properties; and (v) member of the Fiscal Council of Gafisa S.A. publicly-held company that operates in the construction and real estate development sector.
Currently, he holds the following positions: (a) member of the Board of Directors of Saraiva SA Livreiros Editores, national bookstore chain, since April 2019, (b) member of the Fiscal Council of Renova Energia SA, a publicly-held company that operates in the renewable energy production, in particular wind energy; (c) member of the Family Business Advisory Board; (d) Partner – Director of OREA Consultoria Empresarial, a company that operates in the management consulting sector business and corporate governance; and (e) President of Fundação São Isidro, a non-profit foundation.

Anna Carolina Morizot Tourinho Alternate 2020 2021

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),
Chediak, Lopes da Costa, Cristófaro, Menezes Cortes, Rennó, Aragão Advogados (2013-2017) and Rennó, Penteado, Reis and Sampaio (2017-2018).

Hugo Di Biase Souza Costa Alternate 2020 2021

Mr. Hugo has a degree in economics from Universidade Candido Mendes (UCAM-RJ) and an MBA in corporate finance from PUC-RJ. He has solid experience in the financial area, especially in the areas of controllership and planning, acquired in service companies, leaders in their respective markets. He is also qualified in management in the areas of budget and financial projections, pricing and financial modeling, management accounting, and requirements for SEC and CVM. Mr. Hugo served as a financial planning analyst, special balance coordinator and financial analyst at Net Serviços de Comunicação SA between 1994 and 2000. In 2000, he served as financial supervisor at International Health Company, Inc. and, between 2000 and 2002, acted as budget and cost coordinator for Webb Negócios On Line SA Between 2003 and 2013, Mr. Hugo served in several positions at Contax SA, among which we highlight: financial product manager, pricing and investment management manager, manager administrative finance (Argentina) and business finance manager. He also served as an executive partner of RN Executivos Ltda. (2014-2018) and financial manager T&S Leasing of Manpower in General (2018-2019). Currently, Mr. Hugo is a member of the Fiscal Council of Apollo Energy and financial manager of Serede – Serviços de Rede S.A.

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.

Charter of the Fiscal Council – Portuguese version

Last updated on: 26/05/2020
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