Roberto Correa Barbuti
CEO
Felipe Rath Fingerl
Investor Relations Officer
Péricles Sócrates Weber
Officer
Talita Caliman
Officer
Juliano Heinen
Officer
Mateus de Faria Renault Silva
Officer
In accordance with IGUÁ’s Bylaws, in addition to the other duties established by law, the Executive Board is responsible for: (i) ensuring compliance with the law, these Bylaws, any shareholders’ agreement and compliance with the resolutions taken at the General Meetings, in the Board of Directors meetings and at its own meetings; (ii) administer, manage and supervise the social business, formulating and proposing to the Board of Directors the strategic planning and operational plans, including the needs of human, financial and equipment resources, being able to buy, sell, exchange, encumber or for any other acquiring or selling movable and immovable assets to or from the Company, determining the respective prices, terms and conditions, respecting the respective attributions of the Board of Directors and the General Meeting; (iii) issue internal regulations, regulations and other rules of the same nature regarding the Company’s management; and (iv) grant mandates on behalf of the Company.
Roberto Correa Barbuti
CEO
Felipe Rath Fingerl
Investor Relations Officer
Péricles Sócrates Weber
Officer
Talita Caliman
Officer
Juliano Heinen
Officer
Mateus de Faria Renault Silva
Officer
According to Iguá Rio de Janeiro’s by-laws, the Executive Board is responsible for a) to ensure compliance with the law, these Bylaws, any shareholders’ agreement and compliance with resolutions taken at General Meetings, Board of Directors meetings and its own meetings; b) to administer, manage and superintend the Company’s business, formulating and proposing to the Board of Directors the strategic planning and the operational plans, including the needs for human and financial resources and equipment, and may purchase, sell, exchange, encumber or by any other means acquire or dispose of movable and immovable property for or of the Company, determining the respective prices, terms and conditions, with due regard for the respective attributions of the Board of Directors and the General Meeting c) to issue internal regulations, bylaws and other rules of the same nature with respect to the Company’s management; and d) to grant mandates on behalf of the Company.
Péricles Sócrates Weber
Managing Director and Investor Relations
William Gomes Figueiredo
Officer
Lucas Tadeu Bergamim Arrosti
Operations Director
Members appointed to our Board of Directors, including independent directors, must meet the following criteria, in addition to the legal and regulatory requirements: (a) alignment and commitment to our principles, values, culture, and Code of Conduct; (b) unblemished reputation; (c) academic background compatible with the duties of the members of the Board of Directors, as described in the Bylaws and the Internal Rules of the Board of Directors; (d) professional experience in diversified topics; (e) be free of conflict of interest with our Company (unless waived by the general meeting); and (f) availability of time to adequately dedicate to the function and responsibility undertaken, which goes beyond the attendance to the meetings of the Board of Directors and the previous reading of the documentation.
The composition of the Board of Directors must be evaluated at the end of each term to seek compliance with the criteria contained in this Policy when the candidates proposed by the Management are approved. The proposal for the reelection of directors must consider the results of the periodic evaluation process of the Board of Directors, as well as the conclusions as to the adequacy or need for adjustments in its composition. The characterization of the nominees to the Board of Directors as independent directors must be deliberated at the shareholders’ meeting that elects them, under the terms of Article 17 of the Novo Mercado Regulation.
Situations that may compromise the independence of the member of the Board of Directors are considered, without prejudice to others: (a) having acted as our administrator or employee, of a shareholder with a relevant interest or a controlling group, of an independent audit that audits or has audited our Company, or, further, of a non-profit entity that receives significant financial resources from our Company or its Related Parties; (b) having acted, either directly or as a partner, shareholder, director or officer, in a material commercial partner of our Company; (c) having close family ties or significant personal relationships with shareholders, directors or officers of our Company; or (d) having served an excessive number of consecutive terms as a director in our Company.
The Board of Directors is responsible for structuring an evaluation process of the Board of Directors, its committees, and the Executive Board, as well as their respective members. The evaluation process has been structured taking into consideration the specific characteristics and responsibilities of the Board of Directors, its committees, and the Executive Board. The competencies present in the evaluation process, considered essential to our corporate governance system, were defined according to the Novo Mercado Regulation and the Brazilian Code of Corporate Governance.
i. the frequency of the evaluations and their scope
The performance evaluations of the Board of Directors, its committees, and the Executive Board, as well as of its respective members, will be carried out annually, contemplating several aspects related to the functioning of such bodies during the period under analysis, among which the quality of the participation and performance, aiming at identifying opportunities to improve the functioning of the bodies.
ii.methodology adopted and the main criteria used in the evaluations
We use objective and subjective evaluations as methodology to carry out performance evaluations. The objective evaluation may result from the accomplishment of annual goals, while the subjective evaluation is carried out by superiors, peers, and/or subordinates, as determined by the Board of Directors. In the last three fiscal years and in the current fiscal year, there were no changes in the methodology and criteria used in the evaluation of our administrators.
iii. if external consulting or advisory services were contracted
We may hire external consulting or advisory services to conduct performance evaluations of the Board of Directors, its committees, and the Executive Board. However, in the last three fiscal years and in the current fiscal year, we did not hire such services.
Paulo Todescan Lessa Mattos
Chairman
Gustavo Buffara
Vice-Chairman
Cleverson Aroeira da Silva
Member
Martin Sebastian Berardi
Member
Jerson Kelman
Member
Vanessa Viana
Member
Maria Silvia Bastos Marques
Member
Members appointed to our Board of Directors, including independent directors, must meet the following criteria, in addition to the legal and regulatory requirements: (a) alignment and commitment to our principles, values, culture, and Code of Conduct; (b) unblemished reputation; (c) academic background compatible with the duties of the members of the Board of Directors, as described in the Bylaws and the Internal Rules of the Board of Directors; (d) professional experience in diversified topics; (e) be free of conflict of interest with our Company (unless waived by the general meeting); and (f) availability of time to adequately dedicate to the function and responsibility undertaken, which goes beyond the attendance to the meetings of the Board of Directors and the previous reading of the documentation.
The composition of the Board of Directors must be evaluated at the end of each term to seek compliance with the criteria contained in this Policy when the candidates proposed by the Management are approved. The proposal for the reelection of directors must consider the results of the periodic evaluation process of the Board of Directors, as well as the conclusions as to the adequacy or need for adjustments in its composition. The characterization of the nominees to the Board of Directors as independent directors must be decided at the shareholders’ meeting that elects them, under the terms of Article 17 of the Novo Mercado Regulation.
The Board of Directors is responsible for structuring an evaluation process of the Board of Directors, its committees, and the Executive Board, as well as their respective members. The evaluation process was structured taking into consideration the specific characteristics and responsibilities of the Board of Directors, its committees, and the Executive Board. The competencies present in the evaluation process, considered essential to our corporate governance system, were defined according to the Novo Mercado Regulation and the Brazilian Code of Corporate Governance.
i. the frequency of the evaluations and their scope
The performance evaluations of the Board of Directors, its committees, and the Executive Board, as well as of its respective members, will be carried out annually, contemplating several aspects related to the functioning of such bodies during the period under analysis, among which the quality of the participation and performance, aiming at identifying opportunities to improve the functioning of the bodies.
ii.methodology adopted and the main criteria used in the evaluations
We use objective and subjective evaluations as methodology to carry out performance evaluations. The objective evaluation may result from the accomplishment of annual goals, while the subjective evaluation is carried out by superiors, peers, and/or subordinates, as determined by the Board of Directors. In the last three fiscal years and in the current fiscal year, there were no changes in the methodology and criteria used in the evaluation of our administrators.
iii. if external consulting or advisory services were contracted
We may hire external consulting or advisory services to conduct performance evaluations of the Board of Directors, its committees, and the Executive Board. However, in the last three fiscal years and in the current fiscal year, we did not hire such services.
Roberto Correa Barbuti
Chairman of the Board of Directors
Péricles Sócrates Weber
Member
Mateus de Faria Renault Silva
Member
Provides support to the Board in matters of corporate governance, risk management and implementation of anti-corruption practices. It is a non-statutory body of a permanent nature.
Heraldo Gilberto de Oliveira
Coordinator / Independent Member
Gustavo Nickel Buffara de Freitas
Member
Jean Paul Cabral Veiga da Rocha
Member
Carlos da Costa Parcias Junior
Member
Guillermo Oscar Braunbeck
Member
Lidiano de Jesus Santos
Member
It aims to promote the efficiency of Iguá’s operations using human capital management instruments, such as engagement, remuneration policies, performance evaluation of statutory executives, and manager of the Climate Management action plan.
This committee has the autonomy to criticize, and suggest changes and new actions, in case it deems necessary,
aiming at the maintenance of the engagement and eventual risks. It is a non-statutory body of a permanent nature.
Renata Sawchuk Moura
Member
Heraldo Gilberto de Oliveira
Member
Maria Luisa Kober Nickel
Member
Paulo Todescan Lessa Mattos
Member
Cleverson Aroeira da Silva
Member
Martin Sebastian Berardi
Member
Vanessa Viana
Member
Carlos da Costa Parcias Junior
Member
The Sustainability Committee, a non-statutory body of a permanent nature, has the objective of advising the Board of Directors in the performance of its attributions related to the planning and management of risks related to the environment and the Company’s operations.
The Sustainability Committee’s purpose is to advise the Board of Directors on issues related to environmental and operational risks in the conduct of the Company’s business in order to ensure that the Company’s business is conducted in accordance with legislation and ethics, guidelines , internal policies and procedures.
Main responsibilities of the Sustainability Committee:
Gema Esteban Garrido
Coordinator
Israel Aron Zylberman
Member
Maria Silvia Bastos Marques
Member
Gabriel Montagnini Ribeiro Gouveia
Member
Martin Kholmatov
Member
Gustavo Nickel Buffara de Freitas
Coordinator
Jerson Kelman
Member
Vanessa Cristina Resende Viana
Member
Martin Sebastian Berardi
Member
Cleverson Aroeira da Silva
Member
Maria Silvia Bastos Marques
Member