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.
|Directors||Title||Year of first
|End of term
|Márcio de Andrade Schettini||Chairman||2010||ASM of 2014|
|Caio Ibrahim David||Vice Chairman||2010||ASM of 2014|
|Alessandro Giuseppe Carlucci||Independent Director*||2008||ASM of 2014|
|Fernando José Costa Teles||Director||2008||ASM of 2014|
|Horacio Lafer Piva||Independent Director*||2010||ASM of 2014|
|Laércio José de Lucena Cosentino||Independent Director*||2008||ASM of 2014|
|José Roberto Haym||Director||2011||ASM of 2014|
|Marcelo Fernandez Trindade||Independent Director*||2011||ASM of 2014|
* According to the definition of Novo Mercado‘s Listing Rules
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.
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.
José Roberto Haym. He has a degree in economics from the Federal University of Rio de Janeiro and an MBA from Columbia University (1989). He has been executive director of Itaú Unibanco since April 2009. He joined Unibanco when it acquired Nacional Companhia de Seguros and went on to become the executive vice president of what was then known as Unibanco AIG Seguros. He has also served as vice president of Citibank N.A., with responsibility for individuals and small companies.
Marcelo Fernandez Trindade. He is a partner at Trindade Sociedade de Advogados. He has a law degree from the Pontifical Catholic University of Rio de Janeiro, where he has been professor of civil law at the Law Department since 1993. He also teaches law at the post graduate course in business law at the School of Law of Fundação Getúlio Vargas in Rio de Janeiro. He has been a lawyer since 1986, serving as partner at Cardoso, Rocha, Trindade e Lara Resende Advogados between 1994 and 1998, and at Tozzini Freire Teixeira e Silva Advogados between 1999 and 2000 and between 2002 and 2004. He was a director of the Securities and Exchange Commission of Brazil (CVM) between 2000 and 2002 and its chairman between 2004 and 2007.
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.
|Executive officers||Title||Year of first
|End of term
|Milton Maluhy Filho
||Chief Executive Officer||2012||ASM of 2014|
|Marcelo Kopel||Chief Financial Officer||2010||ASM of 2014|
|Viviane Behar de Castro||Investor Relations and Sustainability Officer||2008||ASM of 2014|
|Augusto Lins||Chief Commercial Officer - Key, Large and Mid-Sized Clients||2011||ASM of 2012|
|Fábio Herszkowicz||Chief Human Resources and Marketing Officer||2012||ASM of 2014|
|Nicolas Alfredo Wsevolojskoy||Development and Strategy Managing Officer
||2010||ASM of 2014|
|Márcio Augusto de Castro||Technology Officer||2012||ASM of 2014|
Milton Maluhy Filho Milton Maluhy started his carreer in Itaú in 1995, having later worked at JP Morgan, CCF and Lloyds, in the Middle Office and Client Trading Desks. In 2002 Mr. Maluhy returned to Itaú as Head of the Trade Finance Desk, joining Itaú BBA in 2003 in the same role. In 2007 he was promoted to corporate commercial director in the city of Campinas, and in 2009, back to São Paulo, he joined the Treasury department responsible for the Financial Institutions and Funding. In 2010 he was promoted to executive director in charge of Products and Client Desks, and in 2012 his scope of functions expanded to Products, Operations and Planning.
Marcelo Kopel. He has been the chief financial officer of Redecard since May 2010. Earlier, he was the chief financial officer of Credicard (2003 to 2006), Citibank (2006 to 2010), Banco ING (Brazil: 1992 to 1998; Latin America: 1998 to 2002), and Bank of America (2002 to 2003), where he also held additional charge as chief operating officer. He has a degree in business administration from the Armando Álvares Penteado Foundation (FAAP).
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.
Augusto Lins. He was an Officer at Itaú Unibanco and Hipercard Banco Múltiplo from 2001 until May 2011, an Officer at Unicard Banco Múltiplo S.A. from 2001 to 2003, Corporate Finance Officer at ING Barings from 1993 to 2001, Corporate Finance Officer at the British bank NM Rothschilds & Sons from 1990 to 2001 and an Officer at PC Software & Consulting from 1984 to 1993. Mr. Lins has a bachelor’s degree in Engineering from the Federal University of Rio de Janeiro and an MBA in Finance from the University of Massachusetts Boston, with post-graduate studies at the Fundação Don Cabral/Insead.
Fábio Herszkowicz. He has been occupying the position of Chief Human Resources and Marketing Officer since February 2012. He was Financial Product and Service Officer at C&A from April 2008 to January 2012. He built a solid career at the financial market, working at retail banks (Ibi and Citi) in the Loan, Products and Sale Channels areas. Bachelor’s Degree in Business Administration from Universidade de São Paulo and Master’s Degree in Leadership from Ashridge University and Wharton Business School.
Nicolas Alfredo Wsevolojskoy. Mr. Wsevolojskoy has been Development and Strategy Managing Officer of Redecard since May 2010. He was Superintendent of Segments of Group Santander Brasil from March 2007 to April 2010. He held several positions in Unibanco - União de Bancos Brasileiros S.A., such as Regional Officer from January 2005 to February 2007, Officer of DBM/CRM from December 2002 to December 2004, Officer of corporate internet banking from February 2002 to December 2002, superintendent of corporate internet banking from July 2000 to February 2002, project manager of Banco 1 - Unibanco from April 1996 to September 1998, merger and acquisitions analyst of Banco Francês e Brasileiro from June 1994 to March 1996. Mr. Wsevolojskoy obtained a bachelor degree in business administration from FGV - Fundação Getúlio Vargas in1996, and obtained a MBA degree in from Sloan School of Management (major in Strategic Management, Finance and e-business) - MIT Massachusetts Institute of Technology (EUA - 2000).
Márcio Augusto de Castro. Mr. Castro has been the Information Technology Officer of Redecard since August 2012. He was CTO - Chief Technology Officer of BM&F BOVESPA (2008 to 2012), and Trading Systems Manager (2004 to 2008) at the same company. He was professional services officer at Treasury Systems and Head of Strategic Development at ADX - Australian Derivatives Exchange, both in Sydney, Australia (2001 to 2003). He holds a bachelor degree in business administration and system analysis from FASP and a MBA in Strategic Management from FGV - Fundação Getúlio Vargas.
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.
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.
|Members of the Audit Committee||Title||Year of first election||End of term of office|
|Ricardo Baldin||Chairman||2010||ASM of 2013|
|Antonio Carlos Rovai||Member||2008||ASM of 2013|
|Caio Ibrahim David||Member||2011||ASM of 2013|
|João Antonio Dantas Bezerra Leite||Member||2011||ASM of 2013|
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.
Caio Ibrahim David
Mr. David has been Executive Officer of Itaú Unibanco Holding S.A. since May 2010, and Executive Officer of Itaú Unibanco S.A. since April 2010. He was manager of 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 Officer from April 2003 to April 2008, and Summer Associate - Global Risk Management of Bankers Trust Co. from May to August 1998. Mr. David obtained bachelor degree in Mechanical Engineering from Universidade Mackenzie in1990, and graduation degree in economics and finance from Universidade de São Paulo in1993, and master degree in Controllership also from Universidade de São Paulo in 1997, and MBA degree from New York University (1997-1999) with specialization in Finance, Accounting and International Business.
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