Management & Board of Directors
Randon’s Bylaws determine that the Board of Directors is responsible for the following duties, among others
- setting the general guidelines for the Company’s business;
- approving development plans, as well as the investments necessary for their execution;
- electing and removing from office the Company’s executive officers, determining their functions and supervising their management;
- setting and distributing, within the limits established each year by the Annual General Meeting, the compensation of management as well as the value of the profit-sharing scheme.
- convening the Annual and Extraordinary General Meetings, in accordance with applicable law or whenever deemed expedient;
- giving an opinion on the report from management, the financial statements and the accounts from management;
- deliberate on the payment of dividends, including the payment of interim dividends and interest on equity to shareholders;
- electing and removing the independent auditors;
- authorizing the acquisition of shares issued by the Company to be cancelled or held in treasury for subsequent sale;
- approving an increase in the Company’s capital within the authorized limit; and
- approving the signing of agreements, acts or contracts between the Company and related parties, as well as other agreements important to Randon’s business.
|Board Member||Position||Election Date||Term|
|Raul Anselmo Randon||Chairman||April 05, 2013||Next AGM-2015|
|Alexandre Randon||Vice-Chairman||April 05, 2013||Next AGM-2015|
|Ruy Lopes Filho||Board Member||April 05, 2013||Next AGM-2015|
|Hugo Eurico Irugoyen Ferreira||Board Member||April 05, 2013||Next AGM-2015|
|Célia Maria Xavier Larichia||Board Member||April 05, 2013||Next AGM-2015|
Randon’s board of directors is formed by at least two and at most nine members, of which one is a Chief Financial Officer and one is a Vice Chief Executive Officer, with the other officers holding no specific designation. All officers are elected and may be removed at any time by the board of directors, and serve for terms of two years, with reelection permitted.
According to Brazilian Corporate Law, an officer must be a resident of Brazil, but is not required to be a shareholder in the company.
Randon’s officers are responsible for representing the Company, actively and passively, in court or out of court, as well as for managing the company’s general business and executing all administrative acts and acts of disposal required or expedient for fulfilling the corporate purpose, including the signing of acts and agreements of any nature or for any purpose, including the acquisition or pledging of fixed assets, the creation of real encumbrances and the giving of guarantees against third-party obligations, observing the restrictions established in the Bylaws.
The decisions of the Executive Board are taken by a majority of votes, with the chair of meetings holding the deciding vote.
|David Abramo Randon||President||April 17, 2013||Two years|
|Alexandre Randon||CEO||April 17, 2013||Two years|
|Erino Tonon||Vice-CEO||April 17, 2013||Two years|
|Geraldo Santa Catharina
||IR Director||April 17, 2013||Two years|
According to Brazilian Corporate Law, the audit board is a corporate body independent of the management and external auditors. The audit board is not a standing body, and functions during a specific fiscal year when installed at the request of shareholders holding at least 2% of voting shares, and each period of its functioning ends on the date of the first annual general meeting held after its installation.
The primary responsibility of our audit board is to review management‘s activities and the financial statements and report their findings to shareholders. Under Brazilian Corporate, each member of the audit board must receive as compensation an amount equal to at least 10% of the average amount paid to the executive officers. Brazilian Corporate Law also requires the audit board consist of no less than three and no more than five members, with an equal number of alternate members.
Randon’s Bylaws provide for a nonpermanent audit board, installed only at the request of shareholders in a general meeting. Randon’s audit board is currently installed.