Board of Directors

The Company’s board of directors is a collective decision-making corporate body, which is responsible for defining Redecard’s general business policies and overall strategic guidelines, including its long-term strategies. The duties of the board of directors also include, among other things, supervising management.

Consistent with the rules applying to the Novo Mercado listing segment of the BOVESPA, to which Redecard has adhered, the Company’s Bylaws set forth that its board of directors is composed of a minimum of five and a maximum of ten directors. The actual number of members of the board of directors will be defined at a meeting of the Company’s shareholders by a majority vote of the holders of the Company’s common shares

The Company’s directors are elected for unified two-year terms, reelection being permitted, and may be removed at any time pursuant to a decision of the Company’s shareholders´ meeting. According to the terms of Redecard’s Bylaws , the maximum age for the member of the board of directors to be elected is 65 years old, provided that the Company’s general shareholders´ meeting may deliberate for the extension of this limit.

According to Brazilian Corporate Law, holders of an interest in the Company’s shares in the aggregate representing a minimum of ten percent of voting stock may request that cumulative voting be adopted at shareholders´ meetings held to elect the Company’s directors. If this is not the case, the Company’s directors are elected by a majority vote of the holders of the Company’s common shares that attend the meeting in person or represented by proxy. Shareholders or groups of shareholders wishing to submit director nominations should do so by giving notice to the Company until five days prior to the date of the shareholders´ meeting. The shareholders or group of shareholders should vote through a ticket and the presentation of more than one ticket by the same shareholder or group of shareholder is forbidden.

In addition, under the Brazilian Corporate Law, holders of an interest in the Company’s shares in the aggregate representing a minimum of 15% of voting stock may elect one effective member of the Company’s board of directors and his/her alternate pursuant to a separate voting process.

Márcio de Andrade Schettini worked for several companies and financial institutions prior to joining the Unibanco group in 1997, where he has been chief executive officer of Unicard, Fininvest and other companies of the group. He has been deputy chief executive officer of Unibanco since 2004 and has been a member of the Company’s board of directors since 2005, a sitting member since 2007, Vice-Chairman since April 2009 and Chairman since June 2010. Mr. Schettini graduated in electrical engineering and has a master’s degree in administration from Pontifícia Universidade Católica in Rio de Janeiro.

Caio Ibrahim David has been an Executive Officer at Itaú Unibanco Holding S.A. since May 2010, and Executive Officer of Itaú Unibanco S.A. since April 2010. He was a manager at Itaú Unibanco S.A. from January 2000 to March 2003. He has been Executive Officer of Banco Itaú BBA S.A. since April 2008. He was Director from April 2003 to April 2008. From May to August 1998 he was a Summer Associate - Global Risk Management of Bankers Trust Co. He has been a member of the Company’s Board since May 2010 and Vice-Chairman of the Board of Directors since June 2010. Mr. David is graduated in Mechanic Engineering from Universidade Mackenzie (1986-1990) and holds a postgraduate degree in Economics and Finances from Universidade de São Paulo (1992-1993) and a masters degree in Controllership also from Universidade de São Paulo (1994-1997), as well as an MBA from the New York University (1997-1999) with specialization in finance, accounting and international business.

Alessandro Giuseppe Carlucci is the CEO of Natura. He is also the treasurer of the World Federation of Direct Selling Associations, a company that congregates the association of direct selling companies around the world. He has been a member of the Company’s Board of Directors since June 2010. Mr. Carlucci holds a degree in Business Administration from Fundação Getulio Vargas.

Fernando José Costa Teles has been an Executive Officer of Itaú Unibanco S.A. since April 2008 and Director of Banco Itaucred Financiamentos S.A. since November 2004. From January 2005 to July 2008 he was the CEO of Financeira Itaú CBD S.A. Crédito, Financiamento e Investimento, and he currently holds the position of Alternate Vice-Chairman of the Board of Directors (since July 2008). He has been a member of the Company’s Board of Directors since June 2010. Mr. Teles holds a degree in Production Engineering from Universidade Federal do Rio de Janeiro (2010) and a Masters Business Administration in Finances from IBMEC-SP.

Horacio Lafer Piva has been a member of the board of directors of Klabin S.A. since 1997, Atmofera Gestão e Higienização de Têxteis since 2006 and Tarpon Investment Group Ltd. since May 2007. He has participated in the advisory councils of Brasilpar Serviços Financeiros, Spread Teleinformática and Banco Privado Português since 2005. He has been the chairman of the board of directors of Associação Brasileira de Papel e Celulose, the Brazilian pulp and paper association, or Bracelpa, since 2006, Semco Group since 2005, DNA Brasil Institute since 2006 and the Associação de Assistência à Criança Deficiente, association for assistance to handicapped children, or AACD since March 2007. He was president of Federação e Centro das Indústrias do Estado de São Paulo, the federation and center of the industries of the state of São Paulo, or FIESP/CIESP, of Serviço Social da Indústria, the social service for the industry, or SESI, Serviço Nacional de Aprendizagem Industrial, the Brazilian industrial apprenticeship service, or SENAI, from 1998 to 2004, Serviço Brasileiro de Apoio às Micro e Pequenas Empresas, the Brazilian micro and small business support service, or SEBRAE, from 1998 to 2000 and of the economic policy council of the Confederação Nacional da Indústria, the Brazilian industry confederation, or CNI, until 2004. Mr. Piva is also a member of the board of the following entities: Ethos Institute, Antonio Prudente Foundation, Fundação de Amparo à Pesquisa do Estado de São Paulo, the research foundation of the state of São Paulo, or FAPESP, Orquestra Sinfônica do Estado de São Paulo, the São Paulo official orchestra, or OSESP, Conselho de Desenvolvimento Econômico e Social, the economic and social development council, or CDES, and Associação Brasileira de Distrofia Muscular, the Brazilian association of muscular dystrophy, or ABIM. He has been the independent member of the Company’s board of directors since 2007. He graduated in economics and has a postgraduate degree from the business school of Fundação Getúlio Vargas.

José Francisco Canepa was Executive Officer of Banco Itaú S.A. between January 2004 and April 2005, when he took over as Executive Vice President. He has been the Vice President of Banco Itaucred Financiamentos S.A. since June 2004 and an Executive Officer of Unibanco - União de Bancos Brasileiros S.A., since November 2008. Between 1985 and 1989, he worked in Citibank N.A. as the Controller for Latin America in the Consumer Bank Division. In 1989, he became the Vice President of Consumer Bank in Puerto Rico, a position he held till 1994. Between 1994 and 1997, he was President of the Credicard group, which comprises Credicard S.A. Administradora de Cartões de Crédito, Orbitall Serviços e Processamento de Informações Comerciais Ltda. and Redecard S.A. He oversaw the creation and operation of “IBI”, the financial arm of C&A in Brazil, and was the President of Banco IBI S.A. and IBI Administradora e Promotora Ltda. from 1997 to 2003. Mr. Canepa holds a degree in Industrial Engineering from the Universidade Católica do Rio de Janeiro and a master‘s degree in Industrial Engineering, which he obtained in 1978. In 1988, he concluded the Post Graduate degree in Business Administration at Berkeley, USA.

Laércio José de Lucena Cosentino has been, since March 1999, a member of the Board of Directors of TOTVS S.A., an Information Technology company. He is also the Chairman of the Board of Directors and the CEO of TOTVS. Mr. Cosentino founded TOTVS in 1983, and worked as a partner manager. He has been a member of the Company’s Board of Directors since June 2010. He graduated in Electrical Engineering from Polytechnic School of Engineering of Universidade de São Paulo (2010) in 1982.

Luiz Fernando Furlan holds a degree in chemistry engineering from FEI and a business administration degree from Faculdade Santana-São Paulo, with specialization in Finance Management from Faculdade Getúlio Vargas - São Paulo. From 2003 to 2007 he was the minister for the Ministry of Development, Industry and Foreign Trade. Previously, he was the chairman of the Board of Directors of Sadia S.A., a company where he worked since 1978. Mr. Furlan was also member of the Board of Directors of Panamco (Pan American Beverages, Inc USA), Telefônica S.A. (Spain) and Brasmotor S.A. (Brazil), as well as member of the advisory council of IBM - Latin America and ABN Amro Bank (Brazil). Moreover, he was president of ABEF (Associação Brasileira de Exportadores de Frango or the Brazilian Association for Chicken Exporters), of ABRASCA (Associação Brasileira das Companhias Abertas or the Brazilian Association of Companies), of MEBF Mercosul European Business Forum and Vice-president of FIESP, the Brazilian Industries Federation for the State of São Paulo. He has been a member of the Company’s board of directors since August, 2007.

Board of Executive Officers

The Company’s executive officers are Redecard’s legal representatives, and are principally responsible for its day-to-day management and for implementing the policies and general guidelines set by the Company’s board of directors.

According to Brazilian Corporate Law, all Redecard’s executive officers must be residents of Brazil and may or may not be its shareholders. In addition, a maximum of one-third of the Company’s directors may also serve as the Company’s executive officers. According to the terms of the Company’s Bylaws , the maximum age for the executive officer to be elected is 60 years, provided that our board of directors may deliberate for the extension of this limit.

The Company’s executive officers are elected at a meeting of the Company’s board of directors for two-year terms, reelection being permitted. According to the Company’s Bylaws, the executive officers may be removed at any time by a decision of the board of directors.

Roberto José Maris de Medeiros Mr. Medeiros graduated in Electronic Engineering. Mr. Medeiros initiated his career in Embratel as a Systems Engineer followed by Promon Engenharia as Market and Operations Manager for Data and Satelite Communication Products. In Motorola do Brasil he was Regional Director-Mercosul for Mobile Infra-structure Products. He was also COO of Telecom Italia Brasil and CEO of CRT- Companhia RioGrandense de Telecomunicações. For six years he was the CEO of Telefonica Empresas S.A. and since February 2008, Mr. Medeiros has been the CEO of Redecard, where he has also cumulated the position of Chief Humam Resources since April 2009 and Chief Marketing and Products Officer since August 2009

Marcelo Kopel Mr. Kopel has more than 25 years of solid experience in finance areas in Banks and in the card payment industry. He was CFO at Credicard, where he developed a profound knowledge and experience in the card payment industry. He maintained close contact with Redecard, managed at the time by Citibank/Credicard, in which the finance area was under his responsibility, thus granting him unique characteristics to hold the current position. Marcelo served in various positions in the finance area within Citibank during 13 years and more recently, as the CFO for Citibank Brazil. He was also CFO of ING Bank in Brazil and Latin America, CFO and COO in Bank of America, and CFO of Credicard.

Viviane Behar de Castro joined Redecard in August ’08. She was the former IR for Biocapital S.A, a Brazilian biofuels company in which she prepared the company for an IPO in the Brazilian stock exchange. Previously, Ms Behar was the financial advisor on the debt restructuring for a Brazilian utility, Light S.A. Ms Behar has a banking background with over 15 years experience, having worked in Bank of America and Citibank in corporate, project finance and investment banking. Ms Behar holds a bachelor degree in Business Administration from Armando Álvares Penteado University, São Paulo, Brazil.

Milton Massayoshi Yuki. Mr. Yuki joined Redecard in January 2010 as the Chief Marketing and Products Officer. Earlier, he worked in Unibanco in the channels (30 Horas), banking services centers (PABs), supermarket banking and technology areas. At Banco Santander, he was the superintendent, responsible for the channels. He has worked in such technology companies as Cisco Systems, where he was chief new business officer for Latin America, and Mitsucon Tecnologia S.A., where he served as the CEO. He has a degree in systems analysis and business administration, has post graduate qualifications in strategic planning from the Pontifical Catholic University (PUC) and has completed the Executive Development Program at the Faculty of Economics and Administration of the University of São Paulo.

Claudio Eduardo Vianna de Oliveira joined Redecard in December 2009. He was Product Manager at Nacional Seguros between 1994 and 1995, when he became Sales Manager of Unibanco Seguros. He remained in this position until 1998, before becoming Superintendent of the Paraná branch. Between 2001 and 2007 he occupied various positions at Unibanco AIG Seguros e Previdência, including Head of Sales Rio de Janeiro (2001 to 2003), Head of Sales São Paulo (2004 to 2005) and Regional Head of Corporate Solutions (2006 to 2007). Between 2008 and 2009, he headed the Major Risks Department at Itaú Unibanco Seguros. He holds a bachelor’s degree in Production Engineering from the Federal University of Rio de Janeiro.

Alessandro Tavares Raposo worked in the technology departments of Credicard and Citibank. He joined Redecard in 1997 and was systems manager, manager of system architecture, logistics, technology infrastructure, telecommunications and research & development. Since December 2005, he has been the Company’s Director of Technology and since March 2009, he has held cumulatively the position of Chief Operations Officer. Mr. Raposo graduated in information technology and attended a management program at the Kellogg School of Management.

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 Redecard’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.

Redecard Bylaws 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.

Audit Committee

Section IV - By Laws

Article 24 - The Audit Committee shall: (i) evaluate the efficiency and reliability of the system of internal control and risk management implemented by the Board of Executive Officers; (ii) check whether the transactions and business of the Company are in accordance with the applicable legal provisions, internal regulations and Company’s policies; (iii) follow up on the activities related to internal audit proceedings and monitor the activities performed in independent audit proceedings; and (iv) advise the Board of Directors about the choice and dismissal of independent auditors.

Paragraph 1 - The Audit Committee shall be composed of three (03) to seven (07) members, annually elected by the Board of Directors that shall further appoint the Chairman of the Committee for a term of office of one (01) year, reelection is allowed.

Paragraph 2 - It is essential that the Audit Committee be composed by a majority of members with knowledge in audit and accounting proceedings.

Article 25 - The Audit Committee shall meet upon call of the respective Chairman and shall ensure: I) the quality and completeness of the proceedings of accounting closing, financial statements and additional information; II) the compliance with the legal and applicable regulatory requirements; III) the independency and quality of the works performed in internal and independent audit proceedings.

Article 26 - At the end of each fiscal year, the Audit Committee shall prepare a report on the follow up of the activities related to the internal and independent audit proceedings, as well as on the risk control and management systems. Under the same terms, a half yearly report shall be prepared at the end of the first half year of each fiscal year.

Ricardo Baldin
Itaú Unibanco Holding S.A.: Executive Officer since April 2009.
Itaú Unibanco S.A.: Executive Officer since April 2009.
PricewaterhouseCoopers: Auditor, three years as assistant, three years as senior auditor, two years as senior, two years as supervisor, three years as manager acting as partner (MAP) and 18 years as partner. As independent auditor, he was the partner responsible for the audits of Unibanco - União de Bancos Brasileiros S.A., Banco Itaú Holding Financeira S.A. and subsidiaries, Banco do Brasil S.A., Caixa Econômica Federal, among others. He was also the partner responsible for PwC’s Financial Institutions Group in South America, having supervised several projects in the region, including evaluating the Financial System of Ecuador. He was the director of ANEFAC and has been responsible for IBRACON’s financial institutions group for several years.
Education: Graduate in accounting from the Universidade do Vale do Rio dos Sinos, São Leopoldo, Rio Grande do Sul (1978). University extension courses in administration and finance at Dom Cabral Foundation and Getúlio Vargas Foundation.

Antonio Carlos Rovai
Member of the Audit Committee of Icatu-Hartford Seguradora S.A. and its subsidiaries since October 2007, member of the Board of Directors of Mabel Alimentos S.A. and its subsidiaries since August 2007, also in charge of its Audit Committee and of the Fiscal Council of Aços Villares S.A. since April 2007. Was a member of the Audit Committee / Fiscal Council of TIM Sul S.A. and Chairman of the Audit Committee / Fiscal Council of TIM Nordeste in 2004 and 2005, till these companies were merged in 2005 with TIM Participações, where he was a member of the Audit Committee / Fiscal Council till 2007, when joined its Board of Directors. He is a member of the Fiscal Council of the Brazilian Movie Library Friends Society (SAC), related to Brazil’s Ministry of Culture. Holds a bachelor’s degree in economics from the Pontifica Universidade Católica de São Paulo and a degree in accounting from Mackenzie University. He joined PricewaterhouseCoopers in 1973, where he worked in the areas of Audit, Tax Consultancy, Controllership for Small and Medium Companies, Financial Institutions and, after participating in the employee interchange program at the PWC offices in the UK, he became partner in 1988 and remained till 1997, when he set up his own consultancy firm, Global Business Consulting, where he is currently the lead partner.

Plínio Cardoso da Costa Patrão
Itaú Unibanco Holding S.A.: Executive Officer since April 2009.
Itaú Unibanco S.A.: Executive Officer since April 2009.
PricewaterhouseCoopers: Auditor, three years as assistant, three years as senior auditor, two years as senior, two years as supervisor, three years as manager acting as partner (MAP) and 18 years as partner. As independent auditor, he was the partner responsible for the audits of Unibanco - União de Bancos Brasileiros S.A., Banco Itaú Holding Financeira S.A. and subsidiaries, Banco do Brasil S.A., Caixa Econômica Federal, among others. He was also the partner responsible for PwC’s Financial Institutions Group in South America, having supervised several projects in the region, including evaluating the Financial System of Ecuador. He was the director of ANEFAC and has been responsible for IBRACON’s financial institutions group for several years.
Education: Graduate in accounting from the Universidade do Vale do Rio dos Sinos, São Leopoldo, Rio Grande do Sul (1978). University extension courses in administration and finance at Dom Cabral Foundation and Getúlio Vargas Foundation.

Wagner Roberto Pugliese
Received his bachelor’s degree in business administration from the São Caetano do Sul Municipal University (IMES) in 1980 and a degree in accounting from the São Judas University in 1982, in addition to completing a specialization course in business administration at Dom Cabral Foundation in 2004. Banco Itaú Holding Financeira S.A.: Managing Director - Audit since May 2006, Assistant Managing Director - Audit between May 2005 and April 2006. Banco Itaú S.A.: Between 1983 and 2005, served in several positions, which include Audit Manager (1990 -1997), Audit Superintendent (1997 - 2002), and Audit Coordination Superintendent (2002 - 2005), being responsible for the Finance, International, Capital Markets, Foreign Branches, Commercial and Administrative areas. Auditor at Price Waterhouse (1978 - 1980), Brazilian Federation of Banks (FEBRABAN): Internal Audit Officer (2004 - July 2008), and coordinator of the Sub-Commission on Internal Audit (1999 - 2004), Latin American Federation of Banks (FELABAN): has been the Chairman of the Latin American Committee for Internal Audit and Risk Management (CLAIN) since May 2007 and second Vice-Chairman since May 2002, besides representing Febraban since 1999, Brazilian Institute of Internal Auditors: National Training Officer (1995 - 1997).

Luiz Fernando Furlan
Mr. Furlan holds a degree in chemistry engineering from FEI and a business administration degree from Faculdade Santana-São Paulo, with specialization in Finance Management from Faculdade Getúlio Vargas - São Paulo. From 2003 to 2007 he was the minister for the Ministry of Development, Industry and Foreign Trade. Previously, he was the chairman of the Board of Directors of Sadia S.A., a company where he worked since 1978. Mr. Furlan was also member of the Board of Directors of Panamco (Pan American Beverages, Inc USA), Telefônica S.A. (Spain) and Brasmotor S.A. (Brazil), as well as member of the advisory council of IBM - Latin America and ABN Amro Bank (Brazil). Moreover, he was president of ABEF (Associação Brasileira de Exportadores de Frango or the Brazilian Association for Chicken Exporters), of ABRASCA (Associação Brasileira das Companhias Abertas or the Brazilian Association of Companies), of MEBF Mercosul European Business Forum and Vice-president of FIESP, the Brazilian Industries Federation for the State of São Paulo. He has been a member of the Company’s board of directors since August, 2007.

Last Update: September 02, 2010