The Board of Directors is the deliberative body responsible for the general guidance of Viavarejo‘s business, including its long-term strategy. The board has other attributions, including the election of the Company’s officers and oversight of the respective management. At all meetings of the Board of Directors, decisions are made by a majority vote of the members present; in the event of a tie vote, the Chairman of the Board of Directors holds an additional deciding vote.
Meetings of the Board of Directors are held at minimum on a quarterly basis, or whenever necessary by means of a call notice sent by the Chairman of the Board of Directors, who may be petitioned to send a call notice by at least three board members or by the Company’s chief executive officer.
The Company’s Bylaws provides that the Board will be comprised of at least five and no more than seventeen members, all shareholders, elected and dismissed by the Shareholders’ Meeting.
|Board Members||Title||Election Date||End of Term|
|Michael Klein||Chairman||11.09.2010||2013 General Ordinary Meeting|
|Arnaud Daniel Charles Walter Joachim Strasser||Vice Chairman||12.13.2012||2013 General Ordinary Meeting|
|Alberto Ribeiro Guth||Board Member||05.18.2012||2013 General Ordinary Meeting|
|Abilio dos Santos Diniz||Board Member||11.09.2010||2013 General Ordinary Meeting|
|Enéas César Pestana Neto||Board Member||11.09.2010||2013 General Ordinary Meeting|
|Christophe José Hidalgo||Board Member||12.13.2010||2013 General Ordinary Meeting|
|Raphael Oscar Klein||Board Member||12.13.2012||2013 General Ordinary Meeting|
|Renato Carvalho do Nascimento||Board Member||05.18.2012||2013 General Ordinary Meeting|
||Board Member||02.28.2013||2013 General Ordinary Meeting|
Michael Klein is a Partner and Executive Officer of Casa Bahia Ltda. and is currently the Chairman of the Board of Directors of Nova Casas Bahia. Michael Klein began his career in Casas Bahia in 1969 as a financial manager and has since accumulated vast experience of the furniture manufacturing and retail business, having led its strong expansion in recent years. He graduated in Business Administration from Paes de Barros University, with post-graduate studies at the Getulio Vargas Foundation.
Arnaud Daniel Charles Walter Joachim Strasser has worked with Casino Group since 2007 and is currently Executive Development and Holdings Officer, having previously been responsible for the international development department and acted as the CEO‘s councilor. He has also worked in the Cabinet of the Prime Minister of France, in 2005, as Mission Chief, and in the Cabinet of Renaud Dutreil, French Minister of Business and Commerce, from 2005 to 2007, as a special councilor. He was also a member of the Boards of Directors of Almacenes Exito (Colombia), Big C (Thailand), Super de Boer (Holland), as well as a member of the Casino Group’s (France) executive committee. He is currently a member of the Board of Directors of Wilkes Participações SA, controlling shareholder of Companhia Brasileira de Distribution. He is also Vice-Chairman of the Board of Directors of CBD.
Alberto Ribeiro Guth is a founding partner of Angra Partners Gestão de Recursos e Assessoria Financeira, company founded in 2003 and focused on financial restructuring and debt negotiations, operational restructuring and coordination of merger and acquisitions business processes. Between 1993 and 2003, he was a managing partner of Investidor Profissional Gestão de Recursos. Previously, for 9 years he served at Esso Brazil as an executive in the strategic planning, finance and marketing areas. He has over 28 years of professional experience, having served as a board member at companies such as Metro of Rio de Janeiro, Brasil Telecom, Telemig, Editora e Livraria Saraiva and Elevadores Atlas and member of fiscal council of companies such as Eternit, Freios Varga and Petroflex. Alberto holds a degree in engineering from Instituto Militar de Engenharia - IME and holds an MBA from the Wharton Business School.
Abilio dos Santos Diniz is Chairman of the Board of Directors of Companhia Brasileira de Distribuição. He has spent his entire career with Grupo Pão de Açúcar, since his first position as a sales manager, to the position he holds today. He was responsible for the Group’s major turnaround and, as CEO, promoted the implementation of the professionalization and corporate governance policies. Since 1999, he has also been member of the Board of Directors of the Casino Group. Mr. Diniz was one of the founders of the São Paulo Supermarket Assocition (APAS) and the Brazilian Supermarket Association (ABRAS) and was a member of the National Monetary Council for 10 years. He is also a member of the federal government’s Social and Economic Development Council. He graduated in Business Administration from the Getulio Vargas Foundation and attended Columbia University in New York and the University of Ohio at Dayton.
Enéas César Pestana Neto is Chief Executive Officer of Companhia Brasileira de Distribuição, having been Senior Executive Vice President of Operations and Chief Financial Officer. He was also Vice-President of Diagnósticos da América S.A - Laboratório Delboni Auriemo and worked at GP Investimentos and Carrefour. He graduated in Accounting from the Pontifical Catholic University of São Paulo (PUC-SP) and completed specialization courses in Comptrollership, Finance, Leadership and Management at various national and international institutions.
Christophe Hidalgo served as the CFO of Êxito Group (Colombia), a subsidiary of Casino Group, from 2010 to 2012. After joining Casino in 2000, Mr. Hidalgo held several positions in financing and controlling at the Group. In Brazil, he also worked as the CFO of Castorama from 1996 to 2000. Mr. Christophe Hidalgo is French and holds a bachelor’s degree in law and a master’s in finance and accounting from the Bordeaux University, France. He is currently CFO of CBD.
Raphael Oscar Klein is the grandson of Samuel Klein, a Polish immigrant who founded the largest network of durable goods in Brazil. He began his career abroad at Marlin Mazda and was subsequently a general manager at Ford of Coral Gables, Florida, a Ford dealership. Resident abroad for almost a decade, Mr. Klein became the Marketing Officer of Casas Bahia in 2006, making it the seventh most valuable brand in Brazil and the largest advertiser in Latin America. He also implemented the network’s e-commerce platform and led several other branding projects. Together with his father, Michael Klein, current Chairman of the Board of Directors of Nova Casas Bahia, he led the association process with the Grupo Pão de Açúcar. He graduated in Business Administration from Ford University and completed a post-graduate specialization course at Florida International University.
Renato Carvalho do Nascimento is a founding partner of Arion Capital, financial advisory company and investment funds management. He worked at Lehman Brothers in New York in the investment banking area, and as a consultant at Accenture and Monitor. He was a member of the boards of Telemig, Metro of Rio de Janeiro and Tropical, and chairman of the board of Maeda. Renato is currently chairman of the board of TMA in Brazil. Renato was a finance professor at the MBA course of Insper, in São Paulo. He has a degree in mechatronics engineering from the Escola Politécnica, USP, and holds an MBA from the Tuck School of Business at Dartmouth.
Roberto Fulcherberguer was the Company’s Sales Vice Chief Executive Officer until last February 11. He occupied the position of Vice Chief Executive Officer in Casa Bahia Comercial Ltda. for seven years, Procurement Officer in Lojas Arapuã S.A for 11 years and Category Manager in Companhia Brasileira de Distribuição for six years, working in retail through sales, marketing, operations and logistics areas. He has a bachelor’s degree in Business Administration from Universidade Paulista and a Master’s degree in Marketing from Fundação Armando Álvares Penteado - FAAP.
Viavarejo‘s officers are its legal representatives, responsible primarily for the routine administration and implementation of the general policies and guidelines determined by the company’s Annual Shareholders’ Meeting and Board of Directors. According to Brazilian Corporate Law, all members of the Board of Executive Officers must reside in Brazil, and do not necessarily have to be shareholders in the company. In addition, a maximum of one third of the members of the Board of Directors may be appointed as officers.
According to Viavarejo‘s Bylaws, the Board of Executive Officers is composed of four members, including one Chief Executive Officer, two Vice Presidents and one Chief Financial and Investor Relations Officer.
|Officers||Position||Election Date||End of Term|
|Antonio Ramatis Fernandes Rodrigues
||Chief Executive Officer||11.22.2012||3 years|
|Jorge Fernando Herzog||Operations Vice Executive President Director||11.22.2012||3 years|
|Andelaney Carvalho dos Santos||Infrastructure Vice Executive President Director||02.28.2013||3 years|
|Vítor Fagá de Almeida||Financial and Investor Relations Vice Executive President Director||03.26.2013||Nov. 2014|
Antonio Ramatis Fernandes Rodrigues is CEO. He was Commercial and Marketing Vice President of the Grupo BomPreço, Commercial and Logistics Vice-President of the Grupo Sonae and Commercial Vice-President of C&A. He graduated in Engineering from the Armando Álvares Penteado Foundation (FAAP) and has an MBA from the University of São Paulo.
Jorge Fernando Herzog was Regional and Operations Officer of Sendas Distribuidora at Companhia Brasileira de Distribuição and Operations Officer for 2 years. He also worked in Carrefour for 15 years in several areas, including Operations, Human Resources and Accounting. He graduated in Economics from Dom Bosco College.
Andelaney Carvalho dos Santos served as IT Officer at Companhia Brasileira de Distribuição until February 19, 2013. Previously, he held the position of Head of IT at the companies Holcim, Sadia and Carrefour. He has a bachelor‘s degree in Computer Sciences, an MBA in Business Executive Management from Fundação Getulio Vargas, and completed several specialization courses in the areas of leadership, management and processes.
Vítor Fagá de Almeida is our Financial and Investor Relations Vice Executive President Director. He has served at Grupo Pão de Açúcar since 2010. Mr. Fagá is also a member of the Board of Directors of Nova Pontocom, an e-commerce company of GPA. Before joining the Company, he served as the CFO of Medial Saúde, M&A and IRO of JSL Logística, IRO of CPFL Energia and Strategy Consultant of BCG - The Boston Consulting Group. He is a member of the Brazilian Institute of Investor Relations (IBRI), where he served as Vice President (SP) and Financial Director. Currently, he is a member of IBRI’s Board of Directors. He earned a bachelor’s degree in economics from the Campinas State University - UNICAMP and a post-graduation degree in Corporate Finance from the London School of Economics.
Pursuant to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from Management and external auditors. The Fiscal Council may operate on a permanent and non-permanent basis, in this case, it will operate during a specific fiscal year, when instated upon request of shareholders, representing, at least, 2% of the voting shares and each period of its operations will expire at the first Annual Shareholders‘ Meeting after its instatement.
The Fiscal Council‘s main responsibilities consist of overseeing the Management‘s activities, reviewing the Company‘s financial statements and reporting its conclusions to shareholders. The Brazilian Corporation Law requires that members of the Fiscal Council shall receive compensation, of at least, 10% of the average amount annually paid to the Company‘s executive officers. The Brazilian Corporation Law also requires that the Fiscal Council is composed of, at least, three members, and at most, five members and their respective deputies.
Viavarejo‘s Bylaws provide for a permanent Fiscal Council, composed of three sitting members and equal number of alternate members, elected at the Shareholders‘ Meeting.
|Audit Council Members||Position||Election Date||End of Term|
|Fernando Maida Dall’Acqua||Council Member||04.27.2012||2013 General Ordinary Meeting|
|Raimundo Lourenço Maria Christians||Council Member||04.27.2012||2013 General Ordinary Meeting|
|Luiz Carlos Vaini||Council Member||08.20.2012||2013 General Ordinary Meeting|
|Antonio Luiz de Campos Gurgel||Alternate Member||04.27.2012||2013 General Ordinary Meeting|
|William Pereira Pinto||Alternate Member||04.27.2012||2013 General Ordinary Meeting|
|Carlos Eduardo Mori Hanada||Alternate Member||04.27.2012||2013 General Ordinary Meeting|
Fernando Maida Dall‘Acqua, born in 1949, he has been Chairman of the Fiscal Council since 2009. He is currently a Board member at Via Varejo S.A., Board member and Audit Committee member at ISA-CTEEP and Audit Committee member at the O Estado de São Paulo newspaper, in addition to providing consulting services to major companies on mergers and acquisitions, economic and financial valuation and tax advisory services. He was Finance Secretary to the São Paulo state government, has held financial, tax, budget and strategic management positions, besides serving as a member of the São Paulo State Privatization Council. He was also member of the Board of Directors and the Sarbanes-Oxley Audit Committee at Sabesp, and member of the Boards of CESP, PRODESP, DERSA, Banco Nossa Caixa and Banespa, besides serving on the Advisory Board of Grupo Pão de Açúcar. He holds a master’s degree in business administration from the Getulio Vargas Foundation, a PhD in Economic Development from the University of Wisconsin-Madison, USA, and received the post-doctoral title of "Livre Docente" in Business Administration from the Getulio Vargas Foundation, and Professor of the School of Administration of São Paulo (Getulio Vargas Foundation). He was also a Fellow at Michigan State University, U.S.A.
Raimundo Lourenço Maria Christians, member of the fiscal council), Born in 1957, begun his carreer at PricewaterhouseCoopers from 1979 to march 25, 2011, when we retired. In 32 years, worked on accounting and financial areas and lately on fiscal matters. Became parent in 1994 and was elected member of the Global Governance Board (2001 to 2005) and Oversight Board to South America (2000 to 2005) from PwC. Currently is Officer at Holland-Brazil Commerce Chamber and member of Finance, Accounting and Financial markets commission at Brazilian Corporate Governance Institute. He holds a bachelor’s degree in accounting of Universidade Católica de Campinas - PUCC.
Luiz Carlos Vaini, served at Arthur Andersen from 1965 to 1982 and was a partner at Coopers & Lybrand from 1982 to 1993. He is a consultant and advisor for family-owned concerns, having been a member of Boards of Directors and Fiscal Councils since 1997, some of which he presided over. He was a member of the Board of the International Federation of Accountants (IFAC) and a member of the Accounting Pronouncements Committee (CPC), as well as several technical accounting-related groups at the Brazilian Institute of Independent Auditors (IBRACON), the Brazilian Securities and Exchange Commission (CVM), the Federal Accounting Council (CFC), the Ministry of Justice, and the Interamerican Association of Accountants (IAA). He was also a member of the Brazilian delegation in several United Nations accounting-related meetings. He was President of the São Paulo chapter of IBRACON and of the national IBRACON from 1986 to 1990 and of the São Paulo Regional Accounting Council (CRC-SP) from 2004 to 2005. He was Technical President of the Federal Accounting Council from 1992 to 1995 and from 2006 to 2007, as well as a member of the Board of the CFC until 2009. With degrees in Economics and Accounting, as well as a Master’s in Accounting, he has been a professor at the Pontifical Catholic University of São Paulo (PUC-SP) since 1972, occupying several chairs in the Accounting area.
Antonio Luiz de Campos Gurgel, born in 1940, he has been an alternate member of the Fiscal Council since 2009. Currently, he is a member of the Fiscal Council of Via Varejo S.A. He served as Fiscal Auditor of the Brazilian Internal Revenue Service, and, as advisor, he worked with companies such as Cargill Agrícola S.A., Companhia Energética do Estado de São Paulo - CESP, Hewlett-Packard Brasil Ltda., IBM Brasil Indústria, Máquinas e Serviços Ltda., TELESP - Telecomunicações de São Paulo S.A., Volkswagen do Brasil Indústria de Veículos Automotores Ltda., Banco Bradesco S.A., Banco Itaú Unibanco S.A. and Banco Real ABN Amro S.A. He worked as associate professor in the Accounting, Finance and Control Department of FGV/EAESP. He graduated in Business Administration from FGV/EAESP and holds an MBA from the Michigan State University, U.S.A.
William Pereira Pinto is the accounting and auditing specialist on Banco Pine’s Audit Committee. He was Junior Partner at Ernst & Young Terco, where he was responsible for external audits of middle market companies and private equities. He was also responsible for the auditors’ training and professional development program at Terco Grant Thornton, as well as the company’s office quality review. He also provided advisory services for several companies related to the implementation of internal control, the evaluation of controls for SOX certification and projects for the implementation of IFRS, all of which for Ernst & Young. He has a degree in Accounting Sciences from São Judas Tadeu University and an MBA (Controller) from the Accounting School of the University of São Paulo (FIPECAFI-USP), with a module abroad, at St John’s University, in New York.
Carlos Eduardo Mori Hanada is a controller at CBEP. He graduated from the University of São Paulo (USP) and completed a specialization course in Capital Markets at the Accounting School of the University of São Paulo (FIPECAFI-USP).