Board of Directors
The board of directors is the decision-making body, responsible for establishing policies and guidelines for Amilpar’s business, including its overall long-term strategy. Amilpar’s board of directors is also responsible for, among other matters, electing and supervising its executive officers and, according to the Brazilian Corporate Law, for hiring its independent auditors.
Amilpar’s board of directors meets ordinarily four times a year, and extraordinarily when a meeting is called by the president or the vice-president. The decisions of Amilpar’s board of directors are taken by the vote of the majority of its attending members.
According to its by-laws, Amilpar’s board of directors is comprised of a minimum of five and a maximum of ten members, (or other number of members, as determined from time to time by shareholders). The members of Amilpar’s board of directors are elected at the General Shareholders’ Meeting for two-year terms and may be reelected, and they are subject to removal at any time by its shareholders. The members of Amilpar’s board of directors must remain in office until their successor takes office, except if otherwise indicated at a General Shareholders’ Meeting. In accordance with the rules of the Novo Mercado, at least 20% of the members of the board of directors must be independent members. According to the rules of Novo Mercado, the members of Amilpar’s board of directors must enter into a consent agreement (Termo de Anuência) prior to taking office.
In addition, according to its by-laws, board members are prohibited from voting in any shareholders’ meeting or to participate in any transaction or operation that presents a conflict of interest with the Company.
| Board of Directors | Position |
| Edson de Godoy Bueno | Chairman |
| David Scott Wichmann | Vice-Chairman |
| Gilberto João Ferreira da Costa | Director |
| Luiz Fernando Furlan* | Director |
| Simon Laurence Stevens | Director |
| William Arnold Munsell | Director |
*Independent Member.
Edson de Godoy Bueno: Mr. Bueno holds a medical degree from the Federal University of Rio de Janeiro (UFRJ), with specialization in general surgery, and did his residency at the Hospital da Santa Casa, also in Rio de Janeiro. He has attended several business courses, including the Business Administration program at the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), and management programs at Harvard Business School in Boston. Mr. Bueno founded Amil Assistência Médica in 1978. In addition to being the current Chairman of the Board of Directors, he is also the Company’s Chief Executive Officer.
David S. Wichmann: Mr. Wichmann is Executive Vice President and Chief Financial Officer of UnitedHealth Group and President of UnitedHealth Group Operations and has served in that capacity since January 2011. Mr. Wichmann has served as Executive Vice President and President of UnitedHealth Group Operations since April 2008. From January 2007 to April 2008, Mr. Wichmann served as Executive Vice President of UnitedHealth Group and President of the Commercial Markets Group (now UnitedHealthcare Employer & Individual).
Gilberto João Ferreira da Costa: Mr. Costa holds a medical degree from the School of Medical Science at the State University of Rio de Janeiro (UERJ), and received a post-graduate degree in Cardiology from the Faculdade Carlos Chagas. He undertook post-graduate studies in Hospital Management at the Pontifical Catholic University of Rio de Janeiro (PUCRJ) in 1979 and Faculdade São Camilo in 1980. He attended COPPEAD’s Executive MBA course at the Federal University of Rio de Janeiro (UFRJ) in 1986 and the Finance MBA course at IBMEC - Brazilian Capital Markets Institute. He has been working for Amil since its foundation and has served in several positions, including Hospitals Officer and Controller. Currently he is the Chief Financial Officer.
Luiz Fernando Furlan: Mr. Furlan has a degree in Chemical Engineering from the Industrial Engineering School (FEI) and in Business Administration from the Faculdade Santana-SP, with specialization in Financial Management at the Getúlio Vargas Foundation in São Paulo (FGV-SP). Between 2003 and 2007 he served as Brazil’s Minister of Development, Industry and Trade. He was Chairman of the Board of Directors of Sadia S.A., and sat on the Board of Directors of Panamco (Pan American Beverages, Inc.), Telefonica S.A. and Brasmotor S.A. Mr. Furlan also sat on the advisory boards of IBM - Latin America and ABN Amro Bank.
Simon L. Stevens: Mr. Stevens is President - Global Health, and Executive Vice President of UnitedHealth Group, and has held that position since 2009. Between 2006 and 2009 he was Chief Executive Officer of UnitedHealth Group’s Medicare company. Prior to that he has served as a executive for health care provider, payer and regulatory organizations internationally in the public and private sectors.
William A. Munsell: Mr. Munsell is Executive Vice President of UnitedHealth Group and has served in that capacity since January 2011. Mr. Munsell focuses on enterprise-wide initiatives, including emerging growth and expansion opportunities; public, regulatory and governmental affairs and representation; reputation and market image efforts, and external relationships and alliances for the enterprise. Mr. Munsell served as Executive Vice President of UnitedHealth Group and President of the Enterprise Services Group from September 2007 to January 2011. From January 2007 to August 2007, Mr. Munsell served as Executive Vice President of UnitedHealth Group.
Executive Officers
Amilpar’s executive officers are its legal representatives, mainly responsible for the daily administration and for the implementation of the policies and general guidelines of its business, established by its board of directors.
According to the Brazilian Corporate Law, executive officers are not required to be the Company’s shareholders, but must be Brazilian residents. In addition, a maximum of one-third of the members of the board of directors may also be executive officers.
Executive officers are elected and are subject to removal at any time by the board of directors. They serve for two-year terms, and may be reelected. Executive officers must remain in office until their respective successor takes office.
According to Amilpar’s by-laws, the board of executive officers is comprised of a maximum of four members, as follows: a chief executive officer, chief financial officer, an investors relations officer and a information technology officer. According to the rules of Novo Mercado, the Executive officers must enter into a consent agreement (Termo de Anuência) prior to taking office.
| Executive Officers | Position |
| Edson de Godoy Bueno | Chief Executive Officer |
| Gilberto João Ferreira da Costa | Chief Financial Officer |
| Erwin Kleuser | Corporate and Investor Relations Officer |
| Telmo Ferreira Pereira | Information Technology Officer |
Edson de Godoy Bueno: Mr. Bueno holds a medical degree from the Federal University of Rio de Janeiro (UFRJ), with specialization in general surgery, and did his residency at the Hospital da Santa Casa, also in Rio de Janeiro. He has attended several business courses, including the Business Administration program at the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), and management programs at Harvard Business School in Boston. Mr. Bueno founded Amil Assistência Médica in 1978. In addition to being the current Chairman of the Board of Directors, he is also the Company’s Chief Executive Officer.
Gilberto João Ferreira da Costa: Mr. Costa holds a medical degree from the School of Medical Science at the State University of Rio de Janeiro (UERJ), and received a post-graduate degree in Cardiology from the Faculdade Carlos Chagas. He undertook post-graduate studies in Hospital Management at the Pontifical Catholic University of Rio de Janeiro (PUCRJ) in 1979 and Faculdade São Camilo in 1980. He attended COPPEAD’s Executive MBA course at the Federal University of Rio de Janeiro (UFRJ) in 1986 and the Finance MBA course at IBMEC - Brazilian Capital Markets Institute. He has been working for Amil since its foundation and has served in several positions, including Hospitals Officer and Controller. Currently he is the Chief Financial Officer.
Erwin Kleuser: Mr. Kleuser has a degree in Business Administration and is Post-Graduate in Corporate Finance at the PUC-RJ Business School (IAG), also has several specialization courses such as Investor Relations at the University of Michigan. He has held positions in Investor Relations, Finance and Controllership at Dufry South America, Aracruz Celulose e Papel S.A. and Deloitte Touche Tohmatsu Auditores Independentes. He has been with the Company since 2007.
Telmo Ferreira Pereira. Mr. Pereira holds a degree in Economics from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), with postgraduate studies in Human Resources at that same institution. He also holds an Executive MBA from COPPEAD at the Federal University of Rio de Janeiro (UFRJ). He has worked for Antártica, Souza Cruz and Serpro - Serviço Federal de Processamento de Dados. Since 1989, he was Human Resources Officer at Amil Assitência Médica and CEO of Farmalife (a pharmacy chain). Currently, he is Amilpar’s Information Technology Officer.
Fiscal Council
According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders.
The main responsibilities of the fiscal council are to audit Amilpar’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.
Amilpar’s by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the fiscal council is not installed.
