Corporate Governance

Management and Board of Directors

Board of Directors

Anhanguera Educacional’s board of directors is responsible for establishing its general strategic management guidelines and general business policies, as well as for electing and supervising its officers. Under Brazilian corporation law, the Company’s board of directors is also responsible for hiring its external independent auditors. Decisions of the board must be approved by a majority vote of the directors present. The chairman of the board of directors retains the tie-breaking vote.

The members of Anhanguera Educacional’s board of directors are elected in its annual shareholders meetings for unified one-year terms and may be reelected and removed at any time by its shareholders at a special shareholders’ meeting.

Pursuant to the Level 2 regulations, one-fifth of the members of Anhanguera Educacional’s board of directors must be independent directors, and all its directors are required to acknowledge in writing, before taking office, to the Level 2 regulations and the rules of the Bovespa Arbitration Chamber.

Brazilian corporation law provides that members of the board of directors may not vote in any shareholders’ meeting or take part in any transaction in which there is a conflict of interest with those of the Company.

Alexandre Teixeira de Assumpção Saigh: Mr. Saigh is the chairman of our board of directors. He has degrees in science, business administration and hospitality management from Boston University. He also has a post-graduate degree in Economics from Harvard University. Mr. Saigh was a vice-president at JPMorgan from 1989 to 1994. He became a shareholder of Banco Patrimônio S.A. in 1994, in charge of private equity investments. He is currently a managing partner of Pátria, in charge of private equity investments.

Antônio Carlos de Freitas Valle: Mr. Valle is a member of our board of directors. He has a degree in economics from Fundação Armando Álvares Penteado and a post-graduate degree in management development from Harvard University. Between 1988 and 1992, he was operating officer of Treasury and Derivatives of Banco Garantia, and managing partner of Banco Matrix between 1993 and 2000. He is currently managing partner of Matrix Investimentos and of FVF Participações.

Ângela Regina Rodrigues de Paula Freitas: Mrs. Freitas is a member of our board of directors. She has a degree in architecture from Universidade Mackenzie in São Paulo and a MBA degree from Fundação Dom Cabral in São Paulo. She was the chief executive officer of AM Holding, Radio Brasil 2000, Anhembi Morumbi Publicações and OBTC Real Estate. She was also chief financial officer of Anhembi Morumbi.

Luiz Otavio Reis de Magalhães: Mr. Magalhães is the vice-chairman of our board of directors. He has a degree in business administration from the Fundação Getúlio Vargas and in law from Universidade de São Paulo. Between 1982 and 1989 he was an attorney at the law firm of Pinheiro Neto Advogados. In 1988, Mr. Magalhães was one of the founding shareholders of Banco Patrimônio S.A. He is currently a managing partner of Pátria Investimentos S.A., in charge of general and risk management.

Olimpio Matarazzo Neto: Mr. Matarazzo Neto is a member of our board of directors. He has a degree in business administration from Universidade de São Paulo. In 1988, he was one of the founding partners of Banco Patrimônio, and between 2000 and 2001 he was managing director of Chase Manhattan bank. He is currently a managing partner of Pátria Investimentos S.A., in charge of multi-market funds.

Octavio Lopes Castello Branco Neto: Mr. Castello Branco Neto is a member of our board of directors. He has a degree in engineering from Universidade de São Paulo. Between 1996 and 2001, he was co-chairman of JPMorgan’s business in Brazil, in charge of the corporate finance and mergers & acquisitions departments. Between 2001 and 2002 he was infrastructure director of Banco Nacional do Desenvolvimento Econômico e Social (National Bank of Economic and Social Development), or BNDES. He is currently a managing partner of Pátria Investimentos S.A., in charge of infrastructure and financial advice departments.

Sergio Vicente Bicicchi: Mr. Bicicchi is an independent member of our board of directors. He 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 officer of Curt S/A between 1989 and 1991. Mr. Bicicchi has rendered corporate consulting services since 1991.

Board of Executive Officers

Anhanguera Educacional’s executive officers are its legal representatives and are responsible for the day-to-day management of its business and for the implementation of the general policies and guidelines established by its board of directors. Brazilian corporation law provides that each executive officer must be a Brazilian resident but does not require such officer to be a shareholder of the company. Additionally, not more than one-third of the members of its board of directors may be officers.

Executive officers are elected by the Company’s board of directors for a three-year term, reelection being permitted, and may be removed by the board of directors at any time. Pursuant to the Level 2 regulations, Anhanguera Educacional’s officers are required to agree to comply with the Level 2 regulations and to the rules of the Bovespa Arbitration Chamber before taking office.

Antônio Carbonari Netto: Mr. Carbonari Netto is our chief executive officer and one of our founding shareholders. He has a degree in mathematics from the Pontifícia Universidade Católica de Campinas, aspecialist 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. Mr. Carbonari Netto has been working in the field of education for more than 30 years. Prior to founding our company 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.

José Augusto Gonçalves de Araujo Teixeira: Mr. Teixeira is our investor relations and planning officer. He has a degree in economics and political science from Amherst College. He was an analyst at Goldman, Sachs & Co. and an associate at Pátria Investimentos S.A.

Maria Elisa Ehrhardt Carbonari: Mrs. Carbonari is our institutional programs officer. She majored in Portuguese and English at Pontificia Universidade Catolica, in Campinas, Brazil, holds a master degree in education from the same university and a doctor degree in education from Universidade Estadual de Campinas. She is currently a member of the São Paulo State Education Council (CEESP), a member of the evaluation committee of National Institute of Educational Studies and Research (INEP) and researcher at AESA, acting mainly in institutional evaluation, social responsibility, communitary extension, publication of journals, library systems and institutional programs. She has authored books and articles in the fields of education, academic research and postsecondary education management.

Marcos Lima Verde Guimarães Junior: Mr. Guimarães is our chief financial officer. He has a business degree from Fundação Getúlio Vargas and a post-graduate degree from London Business School. He was a senior associate at Banco Patrimônio, investment officer at GP Investmentos, vice-president at DIJ and financial officer at Sé Supermercados, Grupo Mappin/Mesbla and Grupo Abril.

Ricardo Leonel Scavazza: Mr. Scavazza is our vice-president operating officer. He has degrees in business administration from the University of Texas and from the Fundação 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, and our chief financial officer in 2005. He became a shareholder of Pátria Investimentos S.A. in 2005.

Ana Maria Costa de Sousa: Mrs. Sousa is our Vice-President Academic Officer. She has a degree in teaching from the Faculdade de Filosofia, Ciências e Letras de Uberlândia, a specialization in distance learning from the Madrid DistanceLearning 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.

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 representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Anhanguera Educacional’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.

Anhanguera Educacional 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 installed.

Jose Antonio Ramos: Mr. Ramos is a Member of the Fiscal Council. He 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 is a Member of the Fiscal Council. He has a bachelor’s degree in law, economics and accounting from Mackenzie University. He completed postgraduate studies in external auditing at the University of São Paulo and in business law at the Pontifical Catholic University of São Paulo. Currently, he is managing partner of Audimar Auditores Independentes S/C, a company constituted in 1975.

Walter Machado de Barros: Mr. Barros is a Member of the Fiscal Council. He has a bachelor’s degree in economics and accounting, and completed the Business Training Course (BTC), 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 is an Alternate Member of the Fiscal Council. He has a bachelor’s degree in accounting from the Santo André Foundation. He has been working since 1995 in forensic accounting, and currently works as business consultant.

Fernando Cesar Boarati Júnior: Mr. Boarati Júnior is an Alternate Member of the Fiscal Council. He has a bachelor’s degree in law from Mackenzie University. He has been the managing partner of Audimar Advocacia Empresarial since 1998.

Marcello Lopes dos Santos: Mr. Santos is an Alternate Member of the Fiscal Council. He 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.