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» Board of Executive Officers
» Fiscal Council

Board of Directors and Executive Officers

In accordance with Guararapes-Riachuelo’s By-Laws and to the Brazilian Corporate Law, Guararapes-Riachuelo’s Board of Directors is composed of three members and the Executive Office is composed of up to seven Chief Officers. The Members and Chief Officers serve a 1-year term.

Additionally to the Board of Director and the Executive Officer, Guararapes-Riachuelo possesses a non-permanent Fiscal Council composed from three to five members.

In a disciplined manner, the Fiscal Council will have its constitution, its functioning, its attributions and its member’s remuneration by the applicable dispositions.

Board of Directors

The Company’s Board of Directors is composed of three members, fully formed by shareholders, elected by Shareholders’ Meeting, with the power to discharge its members at any time. Nevertheless, the Chief Executive Officer and a Vice President Officer are yearly elected by the majority vote, with the chairman of the Board of Directors having the casting vote.

The members of the Board of Directors are elected for a one-year term, reelection being allowed. However, members should continue in their positions up to the following Annual General Meeting in which members should be elected or reelected. Alternates may be elected as members of the Board of Directors.

In case of vacancy, an alternate will be nominated by the remaining members and will remain in the Board up to the following General Meeting. The remaining members will be considered competent to alienate real properties, to mortgage assets, to constitute pledge of any nature, also certificate pledges or credit rights, and to provide real properties in trust receipt, to acquire shares with effects to cancel or remain in treasury and later disposal.

The Company’s Executive Management is comprised of up to seven members, are they shareholders or not, residents of Brazil, elected by the Board of Directors, which can remove them at any time. The Executive Management has one Chairman, two vice-presidents, while the other members are executive officers, without any special or specific denomination; they serve a 1-year term, reelection is allowed.

Executive Management meetings are held when called by the Executive Chairman, at least once a month, being their decision taken by the majority of the members presented. Executive Officers are responsible for the Company’s administration and representation, for almost all acts encompassing the Company’s regular operations and for taking the right measures to execute Ordinary Meeting’s deliberations and decisions of the Board of Directors.

Board of Executive Officers

The Company’s Executive Management is comprised of four members - be them shareholders or not - residents in Brazil, elected by the Board of Directors, which holds the power to remove them at any time. The Board of Directors has one Chairman, one vice-president and two executive officers with no special or specific denomination. They serve a 1-year term, reelection allowed.

Executive Management meetings are held at the CEO’s discretion, at least once a month, with the decisions being taken by the majority of the present members. Executive Officers are responsible for the Company’s administration and representation in almost all acts necessary to guarantee the Company’s regular operation and also for taking the right measures to execute deliberations of Ordinary Meetings and decisions within the power of the Board of Directors.

Fiscal Council

The Company’s Fiscal Council is compounded of from three to five members and the same equivalent number of alternates. It may be established upon shareholders’ request and in compliance with the applicable law.

The constitution of the Fiscal Council, its operation, duties, and remuneration of its members will be determined by the applicable rules.

The following chart presents the members of the Fiscal Council

Last Update: May 01, 2013