Corporate Governance - Management & Board of Directors
Marisa’s Board of Directors defines the Company’s general business policies, overall strategic guidelines and long-term goals. The duties of the board of directors include, among others, the election of the Company’s Executive Officers, the supervision of such officers, and, as set out by Brazilian Corporate Law, the appointment of its independent auditors.
Marisa’s Board of Directors meets every three months and can convene additional meetings under special circumstances. Resolutions are established by a majority vote of the directors present at a Board of Directors meeting. In the event of a tie vote, the Company’s bylaws do not grant the chairman of its Board of Directors the deciding vote.
Pursuant to the Company’s bylaws, Marisa’s Board of Directors is composed of a minimum of five and a maximum of seven directors, each of whom must be a shareholder, although there is no requirement as to a minimum number of shares a board member must hold. They are elected for one year terms at a shareholders’ meeting. Reelection is permitted, but directors may be removed from the board at any time pursuant to simple majority vote of the Company’s shareholders. Marisa’s directors are required to remain in office until their successors are elected and take office, unless a shareholders’ meeting decides otherwise.
According to Novo Mercado regulations, a minimum of 20% of the members of the Company’s Board of Directors must be independent. In addition, according to Novo Mercado regulations, prior to taking office, Marisa’s directors are required to sign an agreement in which they agree to adhere to the rules and regulations of the Novo Mercado and the Arbitration Chamber established by the BOVESPA.
Moreover, according to Brazilian Corporate Law, Marisa’s directors and Executive Officers are prohibited from voting at shareholders’ meetings and from taking part in company transactions or operations that may present a conflict of interest.
|Directors||Title||Date of election||End of term of office|
|Marcio Luiz Goldfarb||Chairman||04/18/2013||ASM of 2014|
|Décio Goldfarb||Director||04/18/2013||ASM of 2014|
|Denise Goldfarb Terpins||Director||04/18/2013||ASM of 2014|
|Carlos Roberto de Albuquerque Sá||Director||04/18/2013||ASM of 2014|
|Cássio Casseb Lima||Independent Director||04/18/2013||ASM of 2014|
Marcio Luiz Goldfarb. Chairman of Marisa’s Board of Directors and Chief Executive Officer. Marcio Goldfarb joined the Marisa Group in 1967 and has held various management positions with Marisa Lojas. In addition to these activities, he attended workshops about brand management by "lifestyle" categories and trends in the retail market sponsored by Whitaker International in New York and managed the Albatroz, GLD and Flip investment funds from 1994 to 1996. He was a manager of Marisa Distribuidora de Títulos e Valores Mobiliários, previously held by Marisa’s indirect controlling shareholders, when Petrobrás, Agrale, Aquatec, Petroflex, Eletropaulo, Varig, Borella, Transparaná, Agroceres, Telebrasília, Telebrás and Copene, among others, launched their shares on BOVESPA. Marcio Luiz Goldfarb is the brother of Décio Goldfarb and Denise Goldfarb Terpins.
Décio Goldfarb. Director. Mr. Décio Goldfarb has been the vice chairman of Marisa Lojas since 1992 and a member of the Company’s Board of Directors since March 20, 2007. He joined the Marisa Group in 1974 as the treasurer of Marisa Lojas. In addition to these activities, he co-managed the Albatroz, GLD and Flip investment funds from 1994 to 1996. Together with Marcio Luiz Goldfarb, he was a manager of Marisa Distribuidora de Títulos e Valores Mobiliários when Petrobrás, Agrale, Aquatec, Petroflex, Eletropaulo, Varig, Borella, Transparaná, Agroceres, Telebrasília, Telebrás, and Copene, among others, launched their shares on BOVESPA.
Denise Goldfarb Terpins. Director. Denise Goldfarb Terpins joined the Marisa Group in 1968. In 1968, she managed the creation of and production at Super Bolsas S.A. Later in her career, she acted as a purchasing assistant at Marisa and became the Company’s chief Purchasing Officer in 1990. She attended workshops about brand management by "lifestyle" categories and trends in the retail market sponsored by Whitaker International in New York and was responsible for the implementation of "lifestyle" categories in the Company’s fashion division and fashion coordination. She remained in this position until appointed to Marisa’s Board of Directors. She worked as a volunteer at the Jewish Center for Minors Assistance (Centro Israelita de Assistência ao Menor), or CIAM, and at the Golda Meir Home (Lar Golda Meir), an institution for elderly care. She was an Executive Officer and currently is a member of the Board of Directors of the Jewish Association for Social Welfare (União Israelita do Bem Estar Social).Denise Goldfarb Terpins is Marcio and Décio Goldfarbs´s sister.
Carlos Roberto de Albuquerque Sá. Carlos Roberto de Albuquerque Sá is a partner at CONSULT CONSULTORIA EM GOVERNANÇA CORPORATIVA LTDA. He is a member/coordinator of the Audit Committee at MMC AUTOMOTORES DO BRASIL S.A. (MITSUBISHI). He served as the managing partner at IARCS - Internal Audit, Risk & Compliance Services at KPMG São Paulo, with fourteen years of experience in the field, having initially worked on the auditing of financial statements of domestic and international companies. He went on to carry out projects in the areas of risk evaluation, corporate governance, Sarbanes-Oxley and internal audits. He also served as the Comptroller at Det Norske Veritas and Schlumberger, the Chief Financial Officer at Castrol, Sobremetal and Vicom, and the Internal Audit and Risk Officer at Net Serviços S.A..
Cássio Casseb Lima. Cássio Casseb was born in São Paulo, is married and has two daughters. He graduated in Engineering from the Polytechnic School of the University of São Paulo and was CEO of Credicard, Banco do Brasil and the Pão de Açúcar Group. He is a member of the Board of Directors of Lojas Marisa, Jereissati Participações (Shoppings Iguatemi and Oi), Principal Financial Group (U.S.), and Instituto de Reciclagem do Adolescente (Teenagers‘ Recycling Institute) and a senior advisor at Morgan Stanley in Brazil.
Marisa’s Executive Officers are the Company’s legal representatives. They are principally responsible for the Company’s day-to-day management and for implementing the policies and strategies set by the Board of Directors.
According to Brazilian Corporate Law, all of Marisa’s Executive Officers must be residents of Brazil and can be, but do not have to be, the Company’s shareholders. In addition, a maximum of one third of the directors may also serve as the Company’s Executive Officers.
Marisa’s Executive Officers are elected at a meeting of the Board of Directors for three year terms and reelection is permitted. According to the Company’s bylaws, its officers may be removed at any time and are required to remain in office until their successors are elected and take office.
Marisa’s bylaws require that its board of Executive Officers be composed of four members with the following titles: one Chief Executive Officer, one Chief Administrative/Financial and Investor Relations Officer, one Chief Sales Officer and one Equity and Expansion Officer. According to Novo Mercado regulations, prior to taking office, the Company’s Executive Officers are required to sign an agreement in which they agree to adhere to the rules and regulations of the Novo Mercado.
|Executive Officers||Title||Date of election|
|Marcio Luiz Goldfarb||Chief Executive Officer||11/04/2013|
|Paulo Sergio Borsatto||Chief Financial Officer and Investor Relations Officer||11/04/2013|
|Ricardo José Ribeiro dos Santos||Chief Administrative Officer||11/04/2013|
|José Luiz da Silva Cunha||Chief Sales Officer||11/04/2013|
Paulo Sergio Borsatto. Chief Financial Officer and Investor Relations Officer. Paulo Sergio Borsatto started his career in 1987 at Banco Econômico S.A. as a trader and fixed income manager and, from 1986 to 1987, he worked as a fixed income trader for Banco Fortaleza. He holds a degree in Economics and Accounting from the Universidade São Judas and has an MBA in executive finance from the Instituto Brasileiro de Mercado de Capitais, or IBMEC. He has more than 20 years of experience in finance, during which time he primarily worked for the Goldfarb family companies. He managed the Marisa Group’s funds and developed the domestic and foreign investment, fundraising and tax planning areas. He was directly responsible for negotiations with public and private financial institutions and the development of the financial strategies for the companies of Marisa’s group.
Ricardo José Ribeiro dos Santos. Chief Administrative Officer. Between 1985 and 1986, he worked at Banco Safra S.A. as a trader in several markets, including local fixed income and international floating income, and was a fundraising manager at Banco Noroeste S.A. between 1986 and 1988. He was appointed as Marisa’s Chief Administrative Officer on March 10, 2007. Ricardo José Ribeiro dos Santos joined the Marisa Group in 1988 as the Financial Manager of Marisa Distribuidora de Títulos e Valores Mobiliários, the company that managed the Company’s financial assets. He was an Assistant Officer of Marisa Lojas from 1993 to 1998 and its Chief Administrative Officer between 1998 and March 2007.
José Luiz da Silva Cunha. Mr. Cunha has been executive sales officer since May 2001, having joined the group as an officer in the same department. He began his career in the retail industry in 1986, when he started an internship at C&A, a major clothing retail chain. He holds a degree in Physics from Universidade Federal Fluminense, in Rio de Janeiro, a graduate degree in business management from FGV and an MBA in marketing from ESPM.