Management

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Board of directors

Board of directors, is the Company‘s decision-making body responsible for the formulation and implementation of the general guidelines and policies for its business, including Renner long-term strategies. The Company‘s board of directors is also responsible for appointing and supervising its executive officers. Under Brazilian Corporation Law, the board of directors is also responsible for hiring the external independent auditors.

The majority of decisions of the board must be approved by a majority vote of directors present. Renner bylaws, however, provide for a special 2/3 majority for approving matters such as proposals for the repurchase, redemption, reimbursement or amortization of shares; proposals for the creation or issuance of new classes of shares; subscription rights or other instruments convertible into shares; proposals for the change of the Company‘s corporate purpose; proposals for mergers involving Renner or its shares or spin-offs; and proposals for its liquidation or termination or the termination of its status as a company. The chairman of the board of directors retains the tie-breaking vote.

Under the rules of the Novo Mercado, the board of directors must have at least five and, according to Renner bylaws, maximum of nine members, from which, at least one third (1/3) of the total members shall be Independent Members. The Independent Member is defined in the Listing Regulation of Novo Mercado of BM&FBOVESPA and expressly mentioned as such in the minutes of the General Meeting that elects him, also being considered independent the director(s) elected through the mechanism pursuant to Article 41, paragraphs 4 and 5 of the Corporate Law. Directors are elected at Renner annual shareholders‘ meeting for one-year terms and are subject to reelection and removal at any time by its shareholders at a special shareholders‘ meeting. Also pursuant to the rules of the Novo Mercado, Renner directors shall agree to comply with the Novo Mercado Regulations and to the rules of the Bovespa Arbitration Chamber before taking office.

In addition, pursuant to Brazilian Corporation Law, a member of a board of directors is prevented from voting in any shareholders‘ meeting, or from acting in any business or transaction, if such member may have a conflict of interest with the Company.

At the General Shareholders Meeting on April 19 2017 the Company‘s Directors were reelected to the Board. As from this date also, the Chairman of the Board is Mr. Osvaldo Burgos Schirmer and the Vice Chairman, Mr. Carlos Fernando Couto de Oliveira Souto.

Name Age (1) Position Date first elected
Osvaldo Burgos Schirmer* 68 Chairman April 20, 2012

Osvaldo Burgos Schirmer (68). Independent Member of the Board of Directors of Lojas Renner since April 2012 and elected Chairman of the Board on April 2013. Mr Schirmer is President of the People Committee and Strategic Committee, besides Audit and Risk Management Committee Member. He worked at Gerdau Group from 1986 to January 2013 and was appointed Financial Officer in 1987. He had been Executive Vice President of Gerdau S.A.’s Executive Committee from 2002 to January 2013. He was also Vice President of Finance, Controlling and Investor Relations Officer of Gerdau S.A. Mr. Schirmer is currently independent member of the Board of Directors of SLC Agrícola S.A. since June 2013, Estácio S.A. since April 2016 and of CMPC Celulose since June 2016. He has been an advisory board member of SLC Participações, a privately held family holding of the SLC Group, since April 2017.

Carlos Fernando Couto de Oliveira Souto* 51 Vice-chairman April 16, 2015

Carlos Fernando Couto de Oliveira Souto (51). Independent Member of the Board of Directors of Lojas Renner since April 2015, he was elected Vice Chairman of the Board in April 2016, and he is currently member of the People Committee. He is founder, partner and CEO of the law firm Souto, Correa, Cesar, Lamberts & Amaral Advogados and he was CEO of Veirano Advogados, where he was also partner and a Member of the Executive Committee.

José Galló 67 Board Member April 26,1998

José Galló (67). Member of Lojas Renner’s Board of Directors since April 1998, and also member of the Strategic Committee and Sustainability Committee. In September 1991 he was elected Managing Director of Lojas Renner S.A., and in March 1999 was elected Chief Executive Officer. He has over 30 years of experience in retailing and is a member of the Board of Directors of Localiza Rent a Car S.A., Itaú Unibanco Holding S.A. and of Instituto de Desenvolvimento do Varejo (IRD - Institute of Retail Development). He was member of the Board fo Directors of SLC Agrícola S.A. from Aprinl 2007 to May 2016.

Fábio de Barros Pinheiro* 58 Board Member August 22, 2014

Fábio de Barros Pinheiro (58). Independent Member of Lojas Renner’s Board of Directors since August 2014 and he is currently President of the Audit and Risk Management Committee. He has been independent member of the Board of Directors of Banco Pan S.A. since 2013, Chairman of Itsseg Seguros Inteligentes S.A. since January 2016 and independent member of the Board of Directors of Estre Ambiental Inc. since January 2018. He was independent member of Galvani Indústria, Comércio e Serviços S.A. and Chairman of Grupo Dilleto and Eneva S.A.. He was also Managing Director of Banco UBS Pactual S.A..

Heinz-Peter Elstrodt* 61 Board Member April 20,2016

Heinz-Peter Elstrodt (61). Independent Member of the Board of Directors of Lojas Renner since April 2016 and he is currently member of the Strategic Committee. Mr. Elstrodt is Emeritus Officer of McKinsey & Company. He joined McKinsey in 1983 and worked in Germany, USA and Brazil. He is co-founder of São Paulo branch, opened in 1988, and Head of Latin America, a group of 10 branches in 8 countries. After retiring from McKinsey in 2015, he became Member of several Board of Directors and started as lecturer at London Business School. Since May 2017, he has been the Coordinator of the Consultive Board of Holding Camargo Correa S.A. and he was the Chairman from October 2016 to April 2017.

Cristiane Almeida Edington* 53 Board Member June 22, 2016

Cristiane Almeida Edington (53). She has a solid experience of 30 years in various areas of Information Technology as well as 8 years leading the area of organizational processes and business in large companies. She is Director of the OESIA Grupo, a Spanish company specialized in innovative technologies and has been a member of the Strategy Committee since January 2017. Since January 2016, she has been an Advisory Director of ZUP IT INNOVATION, a startup focused on the digital transformation of large companies. Since January 2016, she has sat on the Board of CIONET - a world network of CIOs. She was a Member of the Board of Directors of LIQ S.A. from January 2017 to January 2018. She was Executive Director for Information Systems (CIO) at Telefônica Vivo from March 2011 until April 2016. She was General Director for Information Systems (CIO) at Vivo S.A., from 2008 until 2011. She was Information Systems Director - CIO at Tele Leste Celular Participações (Telebahia Celular and Telergipe Celular) - Telefônica Group from 1998 to 2003. She began her career at Telecomunicações da Bahia S.A (Telebahia) - a Telebrás Group company, having from 1985 to 1998, held various technical and managerial functions.

Thomas Bier Herrmann* 68 Board Member April 19, 2017

Thomas Bier Herrmann (68). Independent Member of the Board of Directors since April 2017 and he is currently President of the Sustainability Committee. Has exercised his professional activities for 44 years at Grupo Renner Herrmann S.A. Since 1997, he has held the position of Chief Executive Officer of Renner Herrmann S.A. He was member of the Board of Directors of Lojas Renner from 1991 to 1998. He was a Director of Iochpe-Maxxion S/A from January 2008 to March 2015.

Juliana Rozenbaum Munemori* 42 Board Member April 19, 2017

Juliana Rozenbaum Munemori (42). Independent Member of the Board of Directors since April 2017 and she is currently member of the Audit and Risk Management Committee. She has 13 years’ experience in Sell Side Equity Research, her primary focus being on companies in the consumption and retail sector. Since July 2013, she has been a member of the Board of Directors of Arezzo&Co and Coordinator of the Strategy Committee. Since June 2016, she has been an effective independent member of the Board of Directors of Duratex S.A as well as sitting on the Audit and Risk Management Committee and the Committee for Evaluation of Transactions with Related Parties. She worked for different financial institutions between 2000 and May 2013, principally at Itaú BBA. From 2013 to 2017, she worked as a consultant in consumption and retailing for the Investment Banking area of Itaú BBA. Previously, she worked as a Buy Side economist for institutions such as JGP, Pactual and Icatu.

* Membership independence


(1)
Last update on October 5th, 2018

Internal Charter of the Board of Directors

Executive Officers

The members of Renner board of executive officers are the Company‘s legal representatives and are primarily responsible for managing its day-to-day operations and implementing the general policies and guidelines set forth by Renner Board of Directors.

Under Brazilian Corporation Law, each executive officer must be a Brazilian resident but is not required to be a shareholder of the company. Furthermore, not more than one-third of the members of Renner board of directors may serve as members of its board of executive officers at any given time.

According to Renner bylaws, the Board of Executive Officers, members of which shall be elected and removed from office at any time by the Board of Directors, shall be composed of four to eight Executive Officers, one of them the Chief Executive Officer, one of them the Chief Financial and Administrative Officer, one of them the Chief Operating Officer, one of them the Chief Purchase Officer, one of them the Chief Human Resources Officer, one of them the Chief Information Officer and the other without a specific designation, all of them with two year term of office, re-election is authorized. The Board of Directors shall designate one of the Company’s Executive Officers for the position as Investor Relations Pursuant to the rules of the Novo Mercado, Renner officers shall agree to comply with the Novo Mercado Regulations and to the rules of the Bovespa Arbitration Chamber before taking office.

The Board of Executive Officers has full powers to carry out the necessary activities for the ordinary course of business of the Company and the attainment of the corporate purpose, regardless of how special they may be, including the sale and encumbrance of the Company‘s permanent assets waiver of rights, compromise and agree, pursuant to the applicable legal or statutory provisions. Each Executive Officer has the duty to assist and support the Chief Executive Officer in the management of the Company‘s businesses and carry out the activities related to the attributions assigned to them by the Board of Directors, in addition to their specific duties listed below:

  • The Chief Financial and Administrative Officer, in general, is in charge of the administration and management of the administrative area, establishing specifics policies for the area, specially the management of the Corporation and its controlled companies’ financial activities, as well as the consolidation and follow up of the Corporation’s budget.
  • The Chief Human Resources Officer is in charge of the administration and management of the human resources area and sustainability area, establishing specifics policies to the area.
  • The Chief Purchase Officer, in general, is in charge of the administration and management of the purchases area, establishing specifics policies for the area, specially entering into goods purchase agreements, stipulating costs, terms and conditions, as well as its distribution and redistribution between the several Corporation’s stores.
  • The Chief Operating Officer, in general, is in charge of the administration and management of the operations area, establishing specifics policies for the area, specially the management of the logistics and distributions centers, coordinates and manages the operational activities of the stores and proceeds with the maintenance of the Corporation’s operational procedures.
  • The Chief Information Officer is in charge of the administration and management of the information and technology area, establishing specifics policies for the area, being responsible for the strategy’s definition, developing and implementing systems and solutions in accordance with the Corporation’s business necessities, manager of data, voice and image communications networks and the automation of Corporation’s procedures.
  • The Chief Investor Relations Officer is in charge of the administration and management of the investors relations area, establishing specifics policies for the area, providing information to the public of investors, the CVM, Stock Exchange and over-the-counter market in which the Corporation is registered, keeping up-to-date the Corporation’s publicly held register, accomplishing with all the legislation and regulation applicable to the publicly held companies.

Currently, Renner‘s Management has six Executive Officers, whose mandate will terminate at the 2018 General Shareholders’ Meeting, when a new election will be held. The current Board of Executive Officers is as set forth:

Name Age (1) Position Date first appointed
José Galló 67 Chief Executive Officer September 30, 1991

José Galló (67). Member of Lojas Renner’s Board of Directors since April 1998, and also member of the Strategic Committee and Sustainability Committee. In September 1991 he was elected Managing Director of Lojas Renner S.A., and in March 1999 was elected Chief Executive Officer. He has over 30 years of experience in retailing and is a member of the Board of Directors of Localiza Rent a Car S.A., Itaú Unibanco Holding S.A. and of Instituto de Desenvolvimento do Varejo (IRD - Institute of Retail Development). He was member of the Board fo Directors of SLC Agrícola S.A. from Aprinl 2007 to May 2016.

Clarice Martins Costa 65 Human Resource Officer December 27, 2006

Clarice Martins Costa (65). Elected the Company‘s Human Resources Officer on December 27th, 2006, taking office in January 2nd,2007. She has Joined Lojas Renner in 1992. She was responsible for the implementation of Renner customer ?enchantment? mission with Renner employees. She was the Human Resources Manager of Imcosul from 1982 to 1987 and of Supermercado Real from 1987 to 1990 and of Moda Casa from 1991 to 1992. She holds a bachelor‘s degree in Psychology from PUC/RS in 1978 and a post-graduate degree in human resources management from Fundação Getúlio Vargas in 1994.

Emerson Silveira Kuze 46 Technology and Business Management Officer October 01, 2012

Emerson Silveira Kuze (46). Elected as Technology and Business Management Officer on October 01st, 2012. He held the position of Technology General Manager since May 3th, 2012 and was Audit and Loss Prevention General Manager since May 2007. He was responsible for the management of the Internal Audit and Loss Prevention areas from May 2007 to April 2012. He joined the Company in March 1998 as Internal Auditor, where he acted as Internal Auditor, and in 2001 he took over the position of Internal Audit Manager. In 2001, he also became responsible for the Management of the Loss Prevention Department, as Audit and Loss Prevention Manager. He graduated in Accounting Sciences from Pontifícia Universidade Católica do Rio Grande do Sul (PUC-RS) in 1999. He holds an IT Strategic Management MBA from Fundação Getúlio Vargas (FGV), since 2004, and also an in-company MBA in Retail Management from the FGV in 2009.

Laurence Beltrão Gomes 48 Chief Financial Officer and Investor Relations Officer September 30, 2013

Laurence Beltrão Gomes (48) Elected the Company’s Finance and Investor Relations Officer in September 30th, 2013. He was the Finance and Investor Relations Officer for Weg S.A. from 2010 to September 2013 and between 2006 and 2010, he was the CFO and Investor Relations Officer for SLC Agrícola S.A., where he was involved in the company’s IPO. He has also worked at Banco ABN Amro S.A., the Avipal Group and at Banco Bozano, Simonsem S.A.. Mr. Gomes graduated in Economics from Universidade Federal do Rio Grande do Sul (UFRGS) in 1995 and also obtained a Master’s degree in Business Administration from Universidade Federal do Rio Grande do Sul (UFRGS) in 2005.

Fabio Adegas Faccio 46 Procurement Officer August 18, 2015

Fabio Adegas Faccio (46) Was elected Operations Officer of Lojas Renner on August 18, 2015. Mr. Faccio joined Renner in January 1999 as a Trainee, subsequently assuming the position as Store Manager at units in Rio de Janeiro and São Paulo. In January 2002, he assumed as Regional Manager for part of the state of São Paulo and subsequently for the states of Rio de Janeiro and Espírito Santo. From March 2008 to September 2014, he was General Manager for Stores, responsible for four Regions, subsequently becoming a non-statutory officer for Stores. Prior to joining Renner, he worked for Fasica Construtores Associados between 1988 and 1998, reaching the position of Financial-Administration Manager. He graduated in Business Administration from Pontifícia Universidade Católica - PUC/SP. He has an MBA in Retailing from Fundação Getúlio Vargas (FGV/SP). On June 19 2018 he assume as OProcurement Officerof Lojas Renner.

Fabiana Silva Taccola 50 Operations Officer June 19, 2019

Fabiana Silva Taccola (50) He was elected Executive Officer on June 19th 2018, and on 19th September, 2018 assumed the Operations Officer. She has started your carrier in the month of July 2012, the general manager of financial products, and was elected Officer of Financial Products, (no statutory) in August, 2014, responsible for products, operation and sales, strategic planning for medium and long term and improvement of private label products, credit card and insurance. She was one of those in charge of the constitution of Realize Crédito, Financiamento e Investimento S.A. ("Realize CFI"), the financial institution that suported Renner‘s retail business through the management of the financial products offered, being Executive Officer since December 2016.

(1) Last update on October 5th, 2018

Fiscal Council

Under Brazilian Corporation Law, the Conselho Fiscal, or the fiscal council, is a corporate body independent from the board of directors, management and the Company‘s external auditors. The primary responsibility of the fiscal council is to oversee management‘s activities, analyze the Renner financial statements and to report its findings to the shareholders. The fiscal council is not equivalent to an audit committee as contemplated by the Securities Exchange Act of 1934.

The Fiscal Council shall operate, on a permanent basis, and shall have the powers and incumbencies provided by law. The Fiscal Council shall be composed from three (03) to five (05) sitting members and equal number of alternate members, the number of which shall be established by General Meeting, whether shareholders or not, to be elected or removed from office, at any time, by the General Meeting.

The Fiscal Council members shall have an unified one (1)-year term of office, and may be re-elected.

The majority of shareholders present at the Annual Shareholders‘ Meeting shall elect the majority of the Fiscal Council members and the respective alternate members. The other shareholders shall elect the remaining members, as well as their alternate members.

The shareholder of group of shareholders different from that one which elected a member as provided previous shall have equal rights, observing same rules and conditions of election.

Other shareholders, excluding those voting in the election of members for Fiscal Council , as provided previously above, may elect the sitting members and deputies, who in any case, shall be in equal number of those elected, under the terms of the paragraphs previously above, plus one (1).

The members of the Fiscal Council shall be invested in their respective positions upon execution of the instrument of investiture, drawn up in the book of minutes of the Statutory Audit Committee, as well as the Consent Instrument of the Fiscal Council Members provided for in the Listing Regulation of Novo Mercado of BOVESPA, the Company‘s Ethics Code and the Internal Charter of the Fiscal Council .

The Fiscal Council cannot include members of Renner board of directors, executive officers or employees; members of the board of directors or executive officers, or employees, of any company that Renner controls or that is under common control with the Company; or spouses or relatives of its management.

The Fiscal Council shall meet, pursuant to law, whenever it is necessary, and shall analyse, at least on a quarterly basis, the financial statements.

The names, ages and election year of Renner‘s Fiscal Council current members are presented below:

Name Age (1) Position Position assumed in
Francisco Sérgio Quintana da Rosa 73 Chairman of the Fiscal Council September 1, 2005

Francisco Sérgio Quintana da Rosa (73). Effective member of the Fiscal Council of Lojas Renner since September 2005, being elected Chairman of the Company’s Fiscal Council on September 2005. He is effective member of the Fiscal Council of Lojas Renner Institute since 2008. He has been the principal shareholder and manager of Parcom Consultoria em Gestão Empresarial Ltda., since 1991. He has been a member of the Fiscal Council of Marcopolo S.A. since 2001. He was manager and later Commercial Director of Arbi S.A. in Porto Alegre (RS). He was officer and Superintendent of Banco Maisonnave S.A. in Porto Alegre and Manager at Banco Cidade.

Helena Turola de Araujo Penna 44 Member of the Council September 1, 2005

Helena Turola de Araujo Penna (44). Effective member of the Fiscal Council of Lojas Renner since September 2005. She is effective member of the Fiscal Council of Lojas Renner Institute since 2008. Ms. Penna was Operations Director of Grupo Pão de Açucar, responsible for supply management, logistics and after-sales (Customer Service Center) of the websites of Ponto Frio, Extra and Casas Bahia. She was Commercial Director of Americanas.com, where she was responsible for managing the sales area and the commercial area backoffice. Also New Business Manager at Livraria e Papelaria Saraiva. She held the position of Senior Corporate Analyst at Banco BBA Creditanstalt S/A and at Banco Icatu.

Ricardo Zaffari Grechi 43 Member of the Council April 17, 2014

Ricardo Zaffari Grechi (43). Effective member of the Fiscal Council of Lojas Renner since April 2014. He has been effective member of the Fiscal Council of Instituto Lojas Renner since 2014. He was tax audit and manager of PwC, in Porto Alegre (RS) and Joinville (SC).

Ricardo Gus Maltz 59 Alternate April 22, 2010

Ricardo Gus Maltz (59). He was elected alternate member of Lojas Renner‘s Fiscal Concil in April 2010. He was an Interim Manager/Superintendent at Fasolo Artefatos de Couro, at Plastisul Artefatos Plásticos Ltda., at Brasfumo Indústria Brasileira de Fumo S.A., and member of the Board of Directors at Reflorestadores Unidos S.A.. He develops consulting activity in Business Management, focused on restructuring and strategic rethinking of companies. He teaches Company Strategy on the MBA in Finance Management, Controlling and Audit at Fundação Getúlio Vargas and he also was Coordinator of the Economy Division at Federasul.

Roberto Frota Decourt 46 Alternate April 22, 2010

Roberto Frota Decourt (46).

He was elected alternate member of Lojas Renner’s Fiscal Council on April 2016. Partner of Headcon Consultores Associados, he worked as Controller for CRP Companhia de Participações and Rexnord Correntes Ltda.. He also worked as Senior Management for PricewaterhouseCoopers Auditores Independentes. He has been teacher at some MBAs and Specializations, a member of committees with the Conselho Federal de Contabilidade (CFC) and Conselho Regional de Contabilidade do Rio Grande do Sul (CRC/RS). Associated with the IBGC - Instituto Brasileiro de Governança Corporativa.

Roberto Zeller Branchi 46 Alternate April 20, 2016

Roberto Zeller Branchi (46). He was elected alternate member of Lojas Renner‘s Fiscal Concil in April 2010. He has been a Managing Partner at the Instituto Pantex de Pesquisa Ltda. since 2001, working as conlsultant and coach in the field of financial and risk management. He has been member of the Board of Directors of Connectplug since 2018. He was an effective member of the Fiscal Council of Metalúrgica Gerdau S.A. from 2007 to 2011 and from 2014 to 2016. He also has experience as a MBA and doctorate lecturer at Unisinos - Universidade do Vale dos Sinos (RS) since 2005.

(1) Last update on October 5th, 2018

Committees

The Board of Directors is supported by four committees: People Committee (created on June 8, 2005 under the name of the Compensation Committee), Sustainability Committee (created on March 31, 2008 under the name of the Social and Entrepreneurial Responsibility and Sustainability Committee), Audit and Risk Management Committee (created on April 20, 2012) and Strategic Committee (created on April 17, 2014)

People Committee

Name Age (1) Position Date first elected
Osvaldo Burgos Schirmer 68 Chairman of the Committee April 20, 2012
Thomas Bier Herrmann 68 Member of the Committee April 19, 2018
Carlos Fernando Couto de Oliveira Souto 51 Member of the Committee April 16, 2015

Sustainability Committee

Name Age (1) Position Date first elected
Thomas Bier Herrmann 68 Chairman of the Committee April 19, 2017
José Galló 67 Member of the Committee April 26, 1998
Clarice Martins Costa 65 Member of the Committee April 16, 2015

Audit and Risk Management Committee

Name Age (1) Position Date first elected
Fábio de Barros Pinheiro 58 Chairman of the Committee August 22, 2014
Osvaldo Burgos Schirmer 68 Member of the Committee April 20, 2012
Juliana Rozenbaum Munemori 42 Member of the Committee April 19, 2017
José Carlos Hruby 73 External Member of the Committee April 16, 2015

Strategic Committee

Name Age (1) Position Date first elected
Osvaldo Burgos Schirmer 68 Chairman of the Committee April 20, 2012
José Galló 67 Member of the Committee April 26, 1998
Heinz-Peter Elstrodt 61 Member of the Committee April 20, 2016
Cristiane Almeida Edington 53 Member of the Committee April 19,2018

(1) Last update on October 5th, 2018

Officers Committees

Four Management Committees complement Governance and support the Executive Officers in their daily business, focusing on seizing opportunities and managing business risks.

Loss Prevention Committee

Made up of executive officers and managers, it guides the activities connected to the prevention of losses that may endanger the property of Lojas Renner or that of its employees or customers.

Real Estate Committee

Made up by representatives of the Executive Board, the Controllership and the Legal, Logistics, Architecture and Engineering and Store Division departments. They convene on a monthly basis to define the short and long term real estate strategies. Projects are evaluated for new constructions and renovation of properties that make up the company‘s physical structure.

Entrepreneurial Ethics Committee

Made up of the Chief Executive Officer and other members of the Executive Board, this committee is in charge of enforcing the Code of Ethics and Conduct and deciding about cases where there is doubt about the interpretation of the document. In case of violations of the Code, the committee must establish the sanctions to be imposed. There is no predetermined frequency: it convenes as required.

Executive Committee

It is made up by the Executive Officers and by the general managers. Based on a scenario analysis including risks and opportunities, it prepares the strategic planning for approval by the Board of Directors. Once the priorities are determined, the strategies are broken down into projects and goals for all the executive officers and the group of executives.

Stock Option Plan

According to the plan, plan members may purchase Renner common shares for a pre-set price and term, subject to applicable conditions. The term and price for the exercise of the options will be established on the date of the granting of the options on a case-by-case basis and in accordance with the law and the terms and conditions of the plan.

Stock Option Plan - 2005/2015

Stock Option and Restricted Shares Plans - from 2016