Following the guidelines of the IBGC Code of Best Practices in Corporate Governance, we implemented a series of criteria to raise our governance to the highest standard.
Among the practices implemented, we highlight the make-up of our Board of Directors, with at least two or 20% independent directors, whichever the higher, the prohibition of cumulatively holding executive positions and being board or committee member, maintenance of the Audit and Risk Management Committee and the People Committee, the public release of Management’s Annual Report, and a channel set up to gather opinions, criticisms, complaints and reports on behaviors in conflict with our Code of Conduct.
In addition to its strict compliance with those rules and recommendations, our governance involves a robust and transparent decision-making process that protects and ensures equal treatment for minority shareholders.
The Board of Directors is the top governing body and is tasked with conducting decision-making processes involving business management plans, while devising and tracking the execution of corporate strategies and ensuring a professional and sustainable business. Consisting of six directors with two-year terms of officer, two of whom are independent, the Board of Directors is advised by two specialized, non-deliberative advisory committees in an in-depth analysis of specific decision-making issues. The Board of Directors annually undergoes an assessment with regard to its role as a collective decision-making body, as well as the individual performances of the directors and the Chairman of the Board of Directors.
| Member | Title | Age | Gender | External | Independent | Termof office |
|---|---|---|---|---|---|---|
| Luiz Alexandre Garcia | Chairman | 56 | M | Yes | No | 04/20/2020-04/30/2022 |
| Eliane Garcia Melgaço | Vice Chairman | 54 | F | Yes | No | 04/20/2020-04/30/2022 |
| Luiz Alberto Garcia | Member | 86 | M | Yes | No | 04/20/2020-04/30/2022 |
| Divino Sebastião de Souza | Member | 69 | M | Yes | No | 04/20/2020-04/30/2022 |
| Luiz Eduardo Falco Pires Correa | Independent member | 61 | M | No | Yes | 04/20/2020-04/30/2022 |
| Thilo Helmut Georg Mannhardt | Independent member | 67 | M | No | Yes | 04/20/2020-04/30/2022 |
Check out the members’ résumés at the Download Center: click here.
Two non-deliberative committees assist the Board of Directors in analyzing specific decision-making issues: the Audit and Risk Management Committee, and the People Committee. They consist of directors and outside experts who are annually appointed by the Board, to which they report. They have their own internal regulation, which is approved by the Board and lay out the rules of procedure, responsibilities and duties.
Consisting of at least three members, one of whom being independent, its mission is to “ensure the quality, integrity, transparency and credibility of Algar Telecom’s financial statements, effective internal and independent audit processes and internal controls and compliance with the applicable laws, keeping an appropriate policy for the strategic management of corporate risks.”
| Member | Title | Age | Gender | External | Independent |
|---|---|---|---|---|---|
| Thilo Helmut Georg Mannhardt | Independent member of the Board and Committee Coordinator | 67 | M | No | Yes |
| Carlos Biedermann | Outside expert member | 67 | M | Yes | No |
| João Ricardo Costa | Outside expert member | 59 | M | Yes | No |
| Gustavo Matsumoto | Outside Member | 44 | M | Yes | No |
Check out the members’ résumés at the Download Center: click here.
Its mission is to ensure the strategic management of human talents be perceived and valued by stakeholders as Algar Telecom’s competitive edge. It can have up to four members, at least one of whom being a member of the Board of Directors.
| Member | Title | Age | Gender | External | Independent |
|---|---|---|---|---|---|
| Eliane Garcia Melgaço | Vice Chairman of the Board and Committee Coordinator | 54 | F | Yes | No |
| José Luciano Duarte Penido | External member | 73 | M | Yes | No |
| Silvio José Genesini Jr. | External member | 68 | M | Yes | No |
Check out the members’ résumés at the Download Center: click here.
The officers have a duty to ensure adherence to the strategic orientation determined by the Board of Directors. The mission of the Executive Board is to exercise the organization’s executive management focused on a relentless search for strategic effectiveness, on operational excellence, on value creation and on optimizing return on investment through a leadership aligned with the organizational culture and the integration and constant valuation of its associates.
| Member | Title | Age | Gender | Term in Office |
|---|---|---|---|---|
| Jean Carlos Borges | Chief Executive Officer | 54 | M | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
| Ana Paula Rodrigues | Vice President of People | 52 | F | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
| Luis Antônio Andrade Lima | Vice President of Technology and Digital Evolution | 63 | M | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
| Osvaldo Cesar Carrijo | Vice President of Business | 67 | M | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
| Renato Paschoareli | Vice President of Strategy and Regulatory | 52 | M | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
| Tulio Abi-Saber | Vice President of Finance, Investor Relations and Legal | 45 | M | Date of election: 04/29/2020 Data of taking office: 04/29/2020 Term of office until: 04/30/2023 |
Check out the members’ résumés at the Download Center: click here.
