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The Company’s Board of Directors is the collective decision-making body responsible for its general strategic management guidelines and general business policies, including Anhanguera’s long-term strategies, as well as for electing and supervising the Company’s officers. Under the Brazilian Corporate Law, Anhanguera’s board of directors is also responsible for hiring its external independent auditors.
The members of Anhanguera Educacional’s board of directors are elected in the Company’s annual shareholders meetings for unified two-year terms and may be reelected and removed at any time by its shareholders at a special shareholders’ meeting.
On April 30, 2013, Anhanguera Educacional’s board of directors was composed as follows:
|Name||Age||Position||Date of election|
|Gabriel Mário Rodrigues
||80||Chairman||April 30, 2013|
|Antonio Carbonari Netto
||62||Vice-Chairman||April 30, 2013|
|Marcos Shigueru Hatushikano
||48||Director||April 30, 2013|
|Maria Elisa Ehrhardt Carbonari||63||Director||April 30, 2013|
|Paulo Roberto de Freitas
||51||Director||April 30, 2013|
|Ricardo Leonel Scavazza
||35||Director||April 30, 2013|
|Sérgio Vicente Bicicchi||71||Independent Director||April 30, 2013|
Gabriel Mário Rodrigues: Mr. Rodrigues has a degree in Architecture and Urbanism from Mackenzie (1955) and a specialist degree in Business Communication (1960). Mr. Rodrigues has been working in the field of education for over 40 years, starting in 1971 as the founder of the first Brazilian Tourism undergraduate program at Faculdade de Turismo do Morumbi - OBTC and as a director at Faculdade Anhembi Morumbi. Currently, Mr. Rodrigues is a Director at GMR Participações S.A. and the Rádio Brasil 2000, in addition to that, he participates in the leadership of professional associations, such as SEMESP - Sindicato das Entidades Mantenedoras de Estabelecimentos de Ensino Superior no Estado de São Paulo (State of São Paulo Association of Postsecondary Supporting Entities), since 2011; President of the Deliberative Council of CEBRADE - Centro Brasileiro de Desenvolvimento do Ensino Superior (Brazilian Center of Postsecondary Education Development), since 2003; Founder and Executive Secretary of Fórum das Entidades Representativas do Ensino Superior Particular (Postsecondary Private Institutions Forum) since 2008; and Member of the Deliberative Council of ANUP - Associação Nacional das Universidades Particulares (National Association of Private Universities), since 2007.
Antonio Carbonari Netto: Mr. Carbonari Netto has a degree in mathematics from the Pontifícia Universidade Católica de Campinas, a specialist degree in mathematics education from the Universidade São Francisco, a master‘s degree in education, management and communication from the Universidade São Marcos and a master‘s degree in educational management from Wisconsin International University, in Wisconsin, USA. Mr. Carbonari Netto has been working in the field of education for more than 30 years. Prior to founding Anhanguera Educacional in 1994, he worked as professor, as an executive at various educational organizations and as consultant for some of the most prominent educational groups of Brazil, including Unip, Uninove and Anhembi Morumbi. He also participates in the leadership of professional associations, such as SEMESP and Associacao Brasileira das Mantenedoras do Ensino Superior (Brazilian Association of Postsecondary Supporting Entities), or ABMES.
Marcos Shigueru Hatushikano: Mr. Hatushikano has a degree in business administration from the University of São Paulo (USP) and an MBA from the Wharton School of the University of Pennsylvania. He is a founding partner and director of Loyall Wealth Advisory. He previously worked as sales officer in the wealth management division of Banco UBS Pactual and as a director of retail products in the treasury department of Citibank. He began his professional career in 1990 at Citibank and has held important positions at Becton Dickinson and Co. (Japan and United States), Banco Matrix, and Banco Santander. He is a securities advisor certified by the Brazilian Securities Commission (CVM) and holds a CPA-20 certification from the Brazilian Association of Financial and Capital Market Entities (Anbima).
Maria Elisa Ehrhardt Carbonari: Maria Elisa holds a degree in English/Portuguese from the Pontifical Catholic University of Campinas, where she also earned her Master‘s degree in Education. She earned her Doctorate in Education from the State University of Campinas. She is currently a member of the São Paulo State Board of Education (CEESP), a member of the evaluation commission at the Ministry of Education‘s Anísio Teixeira National Institute of Educational Studies and Research and a researcher at Anhanguera Educacional Ltda., with a focus on the following areas: Institutional Evaluation, Social Responsibility, Community Outreach, Journal Publication, Library Systems and Institutional Programs. She is the author of articles and books published in the areas of Education, Academic Research and the Management of Higher Education. Maria Elisa also served as the Executive Vice President of Institutional Programs for the Company (until April 2012), the Executive Officer for Research, Continuing Education and Graduate Studies at Anhanguera Educacional S.A. (2005-2009), Executive Officer for Institutional Programs at Anhanguera Educacional Ltda. (until April 2012), and Executive Officer for Anhanguera Publicações e Comércio de Material Didático Ltda. (until April 2012).
Paulo Freitas: Mr. Freitas has a degree in engineer from Universidade Gama Filho (1984), a postgraduate degree in Economic Engineering and Industrial Administration from UFRJ - Universidade Federal do Rio de Janeiro (1992) and a master‘s degree in Management Systems from Universidade Federal Fluminense (2004). He was a partner at Ernst & Young Consulting, Director of Organization & Change Strategy practice of PricewaterhouseCoopers, CEO of Audax Management and Participation, Executive Director in a consulting practice at Ernst & Young LLP leading Finance and Strategy groups. Currently, he is a consultant for GMRPAR. He has also developed an academic career as ESPM´s International Program coordinator (partnership between ESPM and FIU - Florida International University) and ESPM´s Postgraduate academic coordinator for the Business Management with an Emphasis in Marketing Program. In parallel he teaches the disciplines of "Strategic Marketing, and "Competitive Intelligence" at Master‘s Program in Marketing at ESPM. He worked as an undergraduate professor in Business at IBMEC-RJ (2004/2005) and at Universidade Santa Ursula (RJ - 1997 - 2001). Finally, he was a visiting marketing professor at the Master‘s program in Management at University of Southern Santa Catarina (2004).
Ricardo Leonel Scavazza: Mr. Scavazza has degrees in business administration from the University of Texas and from theFundação Getúlio Vargas. Mr. Scavazza was appointed chief financial officer of Diagnósticos da América S.A.’s operations in Rio de Janeiro in 2001, responsible for the merger & acquisitions and business development departments. He became a shareholder of Pátria Investimentos S.A. in 2005.
Sérgio Vicente Bicicchi: Mr. Bicicchi has a degree in business administration from Fundação Armando Álvares Penteado. He was commercial officer of Gradiente S/A between 1986 and 1989, and commercial and operational officer of Curt S/A between 1989 and 1991. Mr. Bicicchi has rendered corporate consulting services since 1991.
As of April 30, 2013, the Executive Officers listed below have become the Companys legal representatives, being responsible for its day-to-day management and the implementation of the general policies and guidelines established by the Board of Directors. The Board of Directors elects the Executive Officers for a three-year term of office and may re-elect them or remove them from office. Pursuant to the Companys by-laws, the Board of Executive Officers is composed of a minimum of three and a maximum of ten members, including one Chief Executive Officer, one Chief Financial Officer, one Investor Relations Officer and other officers with no specific designations, observing the attributions granted by the Board of Directors.
|Name||Age||Position||Date of election|
|Roberto Valério Neto
||37||Chief Executive Officer||April 29, 2013|
|José Augusto Gonçalves de Araujo Teixeira||34||Chief Financial Officer and Investor Relations||October 31, 2011|
|Ana Maria Costa de Sousa||66||Chief Academic Officer||May 4, 2012|
|Maron Marcel Guimarães||41||Chief Administrative Officer||May 4, 2012|
|Khalil Kaddissi||39||Chief Legal Officer||May 4, 2012|
|Antonio Augusto de Oliveira Costa||51||Chief Operating Officer||September 15, 2010|
|Antonio Fonseca de Carvalho||45||Expansion Officer||September 15, 2010|
Roberto Afonso Valério Neto: Mr. Roberto has a degree in Business Administration (1998) from Fundação Getúlio Vargas. He also has a post-graduate degree in Business Administration from Fundação Getúlio Vargas (2003). Mr. Valério joined the Company‘s management in 2011, serving as Chief Marketing and Sales Officer and, as of 2012, as Chief Operating Officer leading all the Company‘s operations in Campuses and Learning Centers. Therefore, Mr. Roberto Valerio has a deep knowledge about the Company‘s business and also has extensive experience and has led major projects in large companies serving as Director of Marketing and New Media at DIRECTV, and prior to that Mr. Valerio has worked on SKY and Bradesco.
José Augusto Gonçalves de Araujo Teixeira: Mr Teixeira holds a degree in Economics and Political Science from Amherst College , MA, USA. Mr. Teixeira is Anhanguera’s Chief Financial Officer and Investor Relations Officer, heading the Strategic and Financial Planning departments, as well as leading the M&A and Corporate Finance efforts. Prior to joining Anhanguera, he was an analyst at Goldman, Sachs & Co. and an associate at Pátria Investimentos.
Ana Maria Costa de Sousa: Mrs. Sousa has a degree in teaching from the Faculdade de Filosofia, Ciências e Letras de Uberlândia, a specialization in distance learning from the Madrid Distance Learning University, a master’s degree in education from the Universidade de Brasília and a doctorate degree in education from the Universidade de São Paulo. She is an advisor of the Abril Guide for Students (Guia do Estudante Abril) for the teaching courses. Currently, she is a member of the special committee of the Postsecondary Institutions Supporting Entities Association (ABMES), a member of the curatorial council of the National Association for the Development of Postsecondary Private Teaching (FUNADES), Dean of the Ibero-Americano University Center (UNIBERO) and professor of graduate courses of the Instituto Internacional de Ciências Sociais de São Paulo. She has experience in education, mainly in postsecondary education, curricula management, institutional evaluation and self-evaluation.
Maron Marcel Guimarães: Maron Guimarães earned a degree in Business Administration in 1995 from Paulista University and a degree in Accounting in 1996 from Paulista University. He holds a graduate degree in Marking from Paulista University and an MBA from the Instituto Brasileiro de Mercados de Capitais (IBMEC). Previously, Mr. Guimaraes served as the CSC/CFO Executive Officer for the Camargo Corrêa Group (2008-2011), as manager of finance, accounts payable and treasury at the Vivo/Telefônica Group (1999-2008), as manager of finance and administration at Clube Pequeninos do Jockey (1996-1998) and as an external auditor for KPMG - Auditores Independentes S.A. (1996-1993). He is currently an Executive Officer at Anhanguera Educacional Ltda., an Executive Officer at Instituto Educacional Prof. Luiz Rosa Ltda. and an Executive Officer at AESA Empreendimentos Imobiliários do ABC Ltda.
Khalil Kaddissi: Khalil Kaddissi earned a degree in Law from the Pontifical Catholic University of São Paulo and a degree in Social Sciences from the University of São Paulo. He holds a graduate degree in Capital Markets from the University of São Paulo and completed the Harvard Law School‘s Mediation and Negotiation Program. He is a volunteer mentor at Instituto Empreender Endeavor, a member of the Novos Líderes Forum and is associated with the Potencial Partnership Development group. Previously, Mr. Kaddissi served as the Legal Officer at TOTVS S.A. (2007-2011), and was an attorney in the areas of mergers and acquisitions and capital markets at the offices Ulhôa Canto, Rezende e Guerra Advogados and Souza, Cescon Avedissian, Barrieu e Flesh Advogados (1996-2007).
Antonio Augusto de Oliveira Costa: Mr. Costa has both an undergraduate degree and a graduate degree in Business Administration from Fundação Getulio Vargas - FGV/SP, and has more than 20 years of professional experience in the service segment. He has worked as the Product Officer at Citibank (1998-2000), Consumer Marketing Officer at BankBoston (2000-2001), Business Officer of American Express establishments in Brazil (2002-2004) and CEO of Distribuidora Dinap - Editora Abril (2004-2007), in addition to working in CreditCard’s administration from 1985 to 1998, leaving the company as Marketing Vice-President of the Redecard division.
Antonio Fonseca de Carvalho: Mr. Fonseca has an undergraduate degree in Business Administration from Faculdade Tibiriçá, a graduate degree in the financial administration of modern businesses from Univesidade São Judas Tadeu and an MBA in management from IBMEC. He has professional experience in business administration, accounting, budgeting and social projects, besides consulting for companies in administrative restructuring processes. He has worked as Administrative-Financial Officer of Universidade de Uberaba (1998-2001), Chief Financial Officer of Universidade Morumbi (2001-2004), Administrative-Financial Officer of Anhanguera Educacional S.A. (2003-2005), Executive Officer of Rádio Brasil 2000 FM (2004-2008), Executive Officer of GMR Participações S.A. (2005-2008), Administrative Dean of Universidade Uniderp (2007-2008), Partner-director of Fonseca & Côrrea Consultores Ltda. (2003-present), and Administrative-Financial Officer of Editora Microlins S.A. (2008-2009).
The Fiscal Council is independent from the Companys management and external audit. Its main responsibility is to oversee managements acts and analyze the financial statements, reporting its observations to the shareholders. The Company does not have a permanent Fiscal Council; however, it may be installed in any fiscal year. The Company currently has a Fiscal Council installed for Fiscal Year 2013, The Fiscal Council, listed below, is composed of three sitting members and three alternates.
|Name||Age||Position||Date of election|
|Jose Antonio Ramos||65||Incumbent Member||April 30, 2013|
|Wagner Mar||65||Incumbent Member||April 30, 2013|
|Walter Machado de Barros||70||Incumbent Member||April 30, 2012
|Raul Todão Filho||56||Alternate Member||April 30, 2013|
|Marcello Lopes dos Santos
||46||Alternate Member||April 30, 2013|
|José Simone Neto
||46||Alternate Member||April 30, 2013|
Jose Antonio Ramos: Mr. Ramos has a bachelor’s degree in business administration and accounting. He worked as Managing Director at Holiday Inn Hotéis Brasil and Vitro Brasil, and currently works as a business consultant.
Wagner Mar: Mr. Mar has a bachelor’s degree in law, economics and accounting from Universidade Mackenzie. He completed postgraduate studies in external auditing at Universidade de São Paulo and in business law at Pontifícia Universidade Católica de São Paulo. Currently, he is managing partner of Audimar Auditores Independentes S/C, a company constituted in 1975.
Walter Machado de Barros: Mr. Barros has a bachelor’s degree in economics from Faculdade de Ciências Econômicas de Santos (1964) and accounting from Faculdade de Ciências Econômicas de Ribeirão Preto (1972), in addition to a financial program from the Business Training Course (BTC), a General Electric‘s international program. He has also completed specialization programs in Management, Strategic Planning and Marketing at the EAESP/FGV. Currently, he is the managing partner of WMB Consultoria de Gestão Ltda., a company constituted in 1994.
Raul Todão Filho: Mr. Todão Filho has a bachelor’s degree in accounting from Fundação Santo André. He has been working since 1995 in forensic accounting, and currently works as business consultant.
Marcello Lopes dos Santos: Mr. Santos has a bachelor’s degree in economics and accounting. He completed postgraduate studies in controllership, and is qualified to teach at the post-secondary education level and comprehension. Currently, he is a managing partner of Sigmac Auditores.
José Simone Neto: José Simone Neto earned a degree in Accounting in 1991 from São Judas Tadeu University. He holds a graduate degree in Business Finance (2004) from Mackenzie Presbyterian University and an MBA in Strategic Agribusiness Management (2007) from the Getulio Vargas Foundation of São Paulo. Mr. Simone Neto served as the internal audit manager and worked at KPMG Auditores Independentes S.A. from 1988 to 2002, where he held the position of External Audit Manager. Currently, he coordinates the Internal Auditing Department at Copersucar S.A., with a focus on compliance, operational risk management and systems auditing. He has served as an internal advisor and secretary of the Audit and Risk Management Committee at Copersucar S.A. (a privately-held company) since 2004. From 2002 to 2004, he served as the secretary of the Audit Board of Copersucar, the Cooperative of Sugarcane, Sugar and Ethanol Producers of the State of São Paulo. He is currently an alternate member of the Audit Board at Logum Logística S.A. He is a member of the Brazilian Institute of Corporate Governance (IBGC) and the Institute of Internal Auditors of Brazil, and he is registered with the Regional Accounting Council under CRC SP-179747/O-8.
The Companys Audit Committee oversees how Management monitors compliance with risk management policies and procedures and reviews the appropriateness of the risk management structure in relation to the risks the Company faces. The Audit Committee is assisted by the Internal Audit in its supervisory role. The Internal Audit performs both periodic reviews and reviews of controls and risk management procedures, whose results are reported to the Audit Committee.
On December 31, 2012, the Companys Audit Committee was composed of the following members:
|Name||Age||Position||Date of election|
|Jorge Michel Lepeltier||63||Chairman||July 01, 2010
|Ricardo Leonel Scavazza||35||Member||July 01, 2010|
|José Augusto Gonçalves de Araujo Teixeira||34||Member||October 07, 2011|
|Rogério Dias||41||Member||March 25, 2011|