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 Company‘s Bylaws, the Board of Directors shall be composed by, minimum five (05) to maximum nine (09) members, mostly by external members, elected by the General Meeting for a term of office of one (01) year, reelection being allowed, from which, at least 2 (two) members or one third (1/3) of the total members, whichever is the greater, shall be Independent Members. 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. Investiture in the positions will take place against the signature of the elected Director drafted to the specific register, which should include their declared agreement to the commitment clause pursuant to the Company’s Bylaws and to the Novo Mercado Listing Regulations, any management guarantee being waived, and conditional on adherence to the Company’s Code of Conduct and the Internal Charter of the Board of Directors, as well as the declaration pursuant to CVM Instruction 358 of January 03 2002.
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 29 2020 the Company‘s Directors were reelected to the Board. As from this date also, the Chairman of the Board is Mr. José Galló and the Vice Chairman, Mr. Osvaldo Burgos Schirmer.
|Name||Birth Date||Position||Date first elected|
|José Galló||September 11, 1951||Chairman||April 26, 1998|
|José Galló. Chairman of Lojas Renner’s Board of Directors since April 18,2019. He has served as a member of the Board of Directors of Lojas Renner since April 1998, having held the position of Chairman of that Board between 1999 and 2005 and is currently President of the Strategic Committee and member of the Sustainability Committee. He was Superintendent Director of Lojas Renner SA, from September 1991 to March 1999, when he was elected President Director, a position he held until April 2019. He has worked in retail for more than 30 years, having been a member of the Board of Directors of Instituto para Desenvolvimento Retail (IDV). He has been a member of the Board of Directors of Itaú Unibanco Holding S.A. since April 2016 and Ultrapar Participações S.A. since April 2019. He was a member of the Board of Directors of SLC Agrícola S.A. from April 2007 to May 2016 and Localiza Rent a Car S.A. from October 2010 to June 2020, having been elected Vice-Chairman of that Board from April 2019 to June 2020. He was Director of Renner Administradora de Cartão de Crédito Ltda., Dromegon Participações Ltda., Realize Participações SA and Realize Crédito, Financiamento e Investimento SA, all companies linked to Lojas Renner SA, and was also a member of the Deliberative Council of Instituto Lojas Renner from June 2008 to April 2019. He is currently Ambassador of Endeavor Brasil in Rio Grande do Sul and Vice-President of the Deliberative Council of Instituto Caldeira, an innovation ecosystem in Porto Alegre. Mr. Galló graduated in Business Administration in 1974 from Fundação Getúlio Vargas.|
|Osvaldo Burgos Schirmer||August, 22 1950||Vice-Chairman||April 20, 2012|
|Osvaldo Burgos Schirmer. Independent Member of the Board of Directors since April 2012 and was Chairman of the Board from April 2013 to April 2019. On April 18, 2019, he was elected Vice-Chairman of the Board of Directors. He is Chairman of the People Committee, and a Member of the Company’s Audit and Risk Management Committee. He worked at the Gerdau Group from 1986 to January 2013 and was appointed Finance Director in 1987. He was Vice President of the Executive Committee of Gerdau SA, from 2002 to January 2013. He was also Vice President of Finance and Controllership and Investors Relations Director of Gerdau SA. He has been an independent member of the Board of Directors of SLC Agrícola SA, since June 2013, of YDUQS (Ex-Estácio), since April 2016, and chairs the Financial Committee to support the Board of that Institution, and CMPC Celulose, since June 2016. He is an Advisory Board member of SLC Participações, a closed family holding company of the SLC Group, since April 2017 and of FCC Companies (footwear and automotive products) and of META (developer of software and IT solutions). Founder and Partner of SBA – Schirmer and Associates Business Advisors, since January 2013. He is a member of the Board of the American Chamber of Commerce of the State of Rio Grande do Sul. Founder and partner of SBA – Schirmer and Associates Business Advisors, since January 2013. Since February 2013, he has been the Chairman of the Board of the American Chamber of Commerce of the State of Rio Grande do Sul. He graduated in Business Administration from Universidade Federal do Rio Grande do Sul, has a Master’s degree in Business Administration from Southern Illinois University (USA) and has concluded several specialization courses, among them one at the Harvard Business School (USA) in Administration for Senior Management.|
|Carlos Fernando Couto de Oliveira Souto||January 30, 1967||Board Member||April 16, 2015|
|Carlos Fernando Couto de Oliveira Souto. Independent Member of the Board of Directors of Lojas Renner since April 2015, he was Vice-Chairman of the Board from April 2016 to April 18, 2019, and he is currently member of the People Committee and Audit and Risk Management Committee. He is founder, partner and CEO of the law firm Souto, Correa, Cesar, Lamberts & Amaral Advogados. Board Member of YPO (LAC Region), Associação Escola Panamericana de Porto Alegre (PAS), Câmara Americana de Comércio in Porto Alegre (AMCHAM) and Hospital Moinhos de Vento in Porto Alegre (HMV). Graduated in Legal and Social Sciences from the Federal University of Rio Grande do Sul, in 1989, with a specialization in Philosophy and Political Economy from PUC / RS; participated in the FGV and Economics and Corporate Law program, and in the graduate program at the Escola Superior do Ministério Público; is a graduate of the Harvard Business School (HBS) OPM Program, including the OPM module in Shanghai. He has participated in the Seminar for Presidents for years, a management program organized by FGV in conjunction with YPO, and participated in the YPO Gold Harvard President’s Program, organized by HBS in January 2020.|
|Fábio de Barros Pinheiro*||April 19, 1960||Board Member||August 22, 2014|
|Fábio de Barros Pinheiro. 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 CPSEC (Companhia Paulista de Securitização) and independent member of the Board of Directors and of Audit Committee of BNDES, since april 2020. He was independent member of Galvani Indústria, Comércio e Serviços S.A. and Estre Ambiental Inc. and Chairman of Grupo Dilleto and Eneva S.A.. He was also Managing Director of Banco UBS Pactual S.A.. He was independent member of the Board of Directors of Laticínio São Vicente de Minas S.A. from 2013 to 2018. He graduated in Electrical Engineering from Universidade de Brasília (Brasília) in 1982 and has a MBA from Indiana University (Indiana – USA) in 1992.|
|Alexandre Vartuli Gouvea*||December 2, 1959||Board Member||July 17,2019|
|Alexandre Vartuli Gouvea. Independent Member of the Board of Directors of Lojas Renner since July 2019 and is currently a member of the Strategic Committee. He was a senior partner at McKinsey & Company. During his 29 years at McKinsey, he served clients in financial services, retail, telecommunications, the chemical and metals industry and mining, on strategic, organizational, operational, merger and international expansion topics. More recently, he developed and led the RTS Practice in South America, which offers a proven approach to transformational change in customers looking for radical, fast and sustainable performance improvements. Since joining McKinsey, he has worked throughout Latin America, the United States, Canada and Turkey. He han been a member of the Board of Directors of Credicorp Group at Peru. Since 2013, he is member of the Board of Directors of Habitat for Humanity Internacional. He graduated in Mechanical Engineering from the Universidade Federal do Rio de Janeiro (1982) and has an MBA in Strategy from UCLA Anderson School of Management (1990).|
|Cristiane Almeida Edington*||February 5, 1965||Board Member||April 19, 2018|
|Cristiane Almeida Edington. Independent Member of the Board of Director of Lojas Renner and Member of the Strategic Committee since April 2018. 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. From February 2019 to February 2020 she was CEO of Dataprev, a state-owned company that provides IT solutions, being responsible for the social database of Brasil. Since January 2016, she has sat on the Board of CIONET – a world network of CIOs. 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. She acts as advisor in the Winning Woman Brazil Program. Since January 2016, she has been an Advisory Director of ZUP IT INNOVATION, a startup focused on the digital transformation of large companies. 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. Member of the CIO Solidário Group and a participant in the Brazil Educational Project. Graduated in Data Processing – Escola Baiana de Processamento de Dados (1985). She has a post-graduate degree in Software Engineering – Universidade Federal da Bahia (1994); a Master’s degree in Business Management – Fundação Dom Cabral (2000); completed the Personnel Management program from the Universidade de São Paulo (2001); an MBA in Business Management – Fundação Getúlio Vargas (2002); completed the IESE Business School – Universidad de Navarra – Advanced Management Program (2002); an MBA in IT Governance – Instituto de Pesquisas Tecnológicas/USP (2007) and completed the Corporate Governance, Board of Directors program – IBGC (2016).
|Thomas Bier Herrmann*||July 28, 1950||Board Member||April 19, 2017|
|Thomas Bier Herrmann. Independent Member of the Board of Directors since April 2017 and he is currently President of the Sustainability Committee and member of People Committee. Has exercised his professional activities for 47 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. He is a member of the Senior Board of the Rio Grande do Sul Steel Association and the Board of Directors of Hospital Moinhos de Vento, having been president of the latter institution from 1999 to 2005. He graduated in Business Administration from the Universidade Federal do Rio Grande do Sul and in Law from Pontifícia Universidade Católica (PUC), Porto Alegre.|
|Juliana Rozenbaum Munemori*||July 21, 1976||Board Member||April 19, 2017|
|Juliana Rozenbaum Munemori. Independent Member of the Board of Directors since April 2017 and she is currently member of the Strategic Committee. 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. Since April 2018, is independent Member of EDP – Energias do Brasil S.A.’s Board of Directors, of the Corporate Governance and Related Parties Board and the Inclusion and Diversity Committee. Since December 2018 participates in the Strategy Committee of Suzano Papel e Celulose S.A. and, since January 2019 is Member of the Consultive Board of Euroframa Laboratórios S.A.. Since December 2019 she is member of the Board of Directors of Cogna Educação S.A. and member of People and Governance Committee and coordinator of the Strategy and Innovation Committee. She has 13 years’ experience in Sell Side Equity Research, her primary focus being on companies in the consumption and retail sector. 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. She is also a member of the Consultative Board of GoCase and Uatt, companies under the Endeavor Entrepreneurship umbrella, an organization of which she is an active mentor. She has funded the ONG Associação Beneficente Parents in Action, in which she is Financial Officer. She graduated in Economics from the Pontifícia Universidade Católica (PUC) of Rio de Janeiro and holds a CFA designation.|
* Membership independence
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 Product 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. The members shall be invested in office by instrument drawn up in proper book, signed by the manager invested in office, which should incorporate compliance with the said commitment clause in Company‘s Bylaws and their agreement to the Novo Mercado Listing Regulations, being discharged any management guarantee, and conditioned to the subscription of the Company’s Conduct Code and, and Internal Regulation of the Board of Executive Officers, as well as the statement referred to in CVM Instruction 358, dated January 3, 2002.
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 Product 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 listed, 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 the Executive Officers below, whose mandate will terminate at the 2022 General Shareholders’ Meeting, when a new election will be held. The current Board of Executive Officers is as set forth:
|Name||Birth Date||Position||Date first appointed|
|Fabio Adegas Faccio||May 23, 1972||Chief Executive Officer and Interim Chief Information Officer||April 18, 2019|
|Fabio Adegas Faccio. Elected Chief Executive Officer on April 18, 2019. He was Product Officer from April 2017 to April 18, 2019, having been Operations Director from August 2015 to April 2017. He started at Renner in January 1999 as Trainee, assuming later the position of Store Manager in units in Rio de Janeiro and São Paulo. In January 2002, he became the Regional Manager of the State of São Paulo and later of the States of Rio de Janeiro and Espírito Santo. From March 2008 to September 2014 he was General Manager of Lojas, responsible for 04 Regions, (not statutory) of Stores. Prior to Renner, he worked at Fasica Costrutores Associados between 1988 and 1998, becoming Administrative-Financial Manager. Graduated in Business Administration from Pontifícia Universidade Católica – PUC/SP. MBA in Retail by Fundação Getúlio Vargas (FGV/SP).|
|Clarice Martins Costa||July 27, 1953||Chief Human Resources Officer||December 27, 2006|
|Clarice Martins Costa. 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.|
|Alvaro Jorge Fontes de Azevedo||December 12, 1964||Chief Financial Officer and Investor Relations Officer||September 1st, 2020|
|Alvaro Jorge Fontes de Azevedo. Elected the Company’s Finance and Investor Relations Officer in September 1st, 2020. He was CFO, COO and Executive Director of Banco Votorantim from Apr/2012 to Feb/2019, leading the areas of finance and Investor Relations, as well as CIO of the bank and its subsidiaries between Jan/2016 to Apr/2017. He was CFO and Executive Director of HSBC Brasil from Jan/2007 to Feb/2012, in addition to other positions at HSBC in previous years. He was an effective member of the main governance committees of Banco Votorantim and HSBC, as well as a member of the Board of Directors of Galgo S.A., representing Banco Votorantim. He has international experience, including 3 years of experience working in Argentina and 1 year in the UK. He graduated in Economics, Universidade do Estado do Rio de Janeiro (1988); whit MBA – Finance, Ibmec (Rio de Janeiro, 1991); whit postgraduate in Accounting, FGV (Rio de Janeiro, 1995); Executive Development Training, University of Chicago Booth School of Business (EUA, 2010); in addition to the course for Board of Directors of IBGC SP, in 2019.|
|Henry Costa||July 29, 1974||Chief Product Officer||April 18, 2019|
|Henry Costa. Elected Chief Product Officer on April 18, 2019. Joined Lojas Renner as a trainee in April 1998, subsequently occuping the position of Product Manager for menswear. In 2001, he was appointed Commercial Controller for the Procurement area, being responsible for commercial planning, processes and systems. During this period, he led the process for implementation of Oracle Retail at the company. In 2010, he assumed General Procurement Management for the planning and product areas. In 2014, he was promoted to Product II Officer (menswear, children’s wear, women’s accessories and beauty products) and, in July 2018, switched to the Product I position (women’s wear, women’s accessories and lingerie). He graduated in Business Administration from Pontifícia Universidade Católica – PUC/RS in 1997. He has an MBA in Retailing from Fundação Getúlio Vargas (FGV/SP).|
|Fabiana Silva Taccola||June 25, 1968||Chief Operating Officer||June 19, 2019|
|Fabiana Silva Taccola. She 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. She graduated in Data Processing from Mackenzie University São Paulo in 1989.|
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 investiture to the positions on the Fiscal Council shall be through the medium of the signature of the investiture instrument, drafted to the minutes register for the meetings of the Fiscal Council and which should incorporate the councilor’s adherence to the commitment clause enshrined in the Company’s Corporate Bylaws and the agreement to B3’s Novo Mercado Listing Regulations, conditional on subscription to the Company’s Code of Conduct and the Fiscal Council’s Internal Charter.
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||Birth Date||Position||Position assumed in|
|Joarez José Piccinini||September 3, 1960||President of the Council||April 18, 2019|
|Joarez José Piccinini. He is effective member of the Lojas Renner S.A. Fiscal Council since April 18,2019. Since 2009, he has been Financial Services managing director (Banco Randon and Randon Consórcios) for the Empresas Randon group. He is also Institutional Relations Officer of Randon and Chairman of tha Deliberative Board of RandonPrev. He has more than 20 years of activity in the Brazilian financial market, also with spells at the financial institutions of BankBoston, Sogeral and Maisonnave and with a broad-based experience in the international financial market, residing for 10 years in London, (FleetBoston/ Bank of America and Votorantim). While in London, he was a Councilor of the Brazil-United Kingdom Chamber of Commerce. Currently, he is Economic and Finance Director and Councilor on the Caxias do Sul Chamber of Commerce and Industry. He graduated in Business Administration, with specialization course in Capital Markets, Derivatives and Analysis of Risk and Credit, the latter held in Boston, and has an MBA in Marketing from ESPM. He also completed a Board Directors course run by the IBGC (Brazilian Institute of Corporate Governance), São Paulo.|
|Roberto Frota Decourt||July 5, 1972||Member of the Council||April 22, 2010|
|Roberto Frota Decourt. He is effective member of the Lojas Renner S.A. Fiscal Council since August 03,2020, he was an alternate member of Lojas Renner‘s Fiscal Concil from April 2010 to July 2020. He has been a Managing Partner at the Instituto Pantex de Pesquisa Ltda. since 2001, working as consultant 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. Mr. Decourt has a degree in Business Administration and a Doctorate in Administration from EA/UFRGS – Escola de Administração da Universidade Federal do Rio Grande do Sul. He also has a Post Doctorate degree in Finance from Université Grenoble Alpes.|
|Estela Maris Vieira De Souza||February 20, 1964||Member of the Council||April 29, 2020|
|Estela Maris Vieira De Souza. Souza. Effective member of the Fiscal Council of Lojas Renner since April 2020. She started her career at PricewaterhouseCoopers (PwC) in August 1987, and from 2000 to 2018 she was audit partner. She elected to take early retirement from PwC in January 2019. Audit engagements and consulting assignments for Brazilian and multinational companies of various sizes covering diverse business segments. She led teams of advising investors on the privatization of the telecommunications sector in Brazil (privatization of Telebrás system) in 1998. She has been a member of the Board of Directors of Transportadores Sulbrasileira de Gás (TSB(ABGF) and member of Audit Committee of Agência Gestora de Fundos Garantidores e Garantias and coordinator of Audit Committe of Track&Field. Over a period of 15 years, she was the lead PwC Brazil partner responsible for delivering professional services to the Technology, Communication, Entertainment and Media sector. She was a full member of the Board of PwC. Bachelor’s Degree (B.S) in Business Administration and Accounting Sciences from the Pontifical Catholic University of Rio Grande do Sul (PUCRS). MBA in Marketing in Services from the Institute of Administration (FIA / USP), Master (Msc) in Accounting and Controllership from the University of São Paulo (FEA / USP). Board Member certified by the Instituto Brasileiro de Governança Corporativa (IBGC).|
|Roberto Zeller Branchi||September 22, 1972||Alternate||April 29, 2020|
|Roberto Zeller Branchi. He is an alternate member of Lojas Renner Fiscal Council since April 29, 2020, he was elected alternate member of Lojas Renner’s Fiscal Council from April 2016 to April 2019. He is a partner at Ardenas Partners, was Controller at CRP Companhia de Participações and CFO at Rexnord Correntes Ltda., As well as having worked as Senior Manager at PricewaterhouseCoopers Auditores Independentes. He is a professor in several MBA’s and Specializations, member of committees with the Federal Accounting Council (CFC) and Rio Grande do Sul Regional Accounting Council (CRC / RS). Associated with IBGC – Brazilian Institute of Corporate Governance. He is graduated in Accountability in 1999, post graduated in Management Controlling in 2001 and has a Master in Economics by Universidade Federal do Rio Grande do Sul in 2011.|
|Isabel Cristina Bittencourt Santiago||October 21, 1964||Alternate||April 18, 2019|
|Isabel Cristina Bittencourt Santiago. She is an alternate member of Lojas Renner Fiscal Council since April 2019. She was elected member of the Board of Directors and Chairman of the Audit and Risk Management Committee of IIA Brasil, since 2017. Fiscal Council Member: São Martinho S.A since 2017; Nova Fronteira Bioenergia S / A (joint venture between São Martinho SA and Petrobrás BioEnergia SA): from 2011 to 2017. Chairman of the Fiscal Council of Aceprev (Closed Entity for Private Pension Plans): from 1999 to 2012 and of the Aperam Acesita Foundation: from 2010 to 2011. Executive Manager of Internal Audit and Risk Management (Regional: Americas); Compliance manager with SOX & Controls Internos e Contabilidade and member of the Complam Committee at Aperam S.A since 1992. Financial and Investor Relations Director: Metaltrust S.A .: from 2009 to 2012. Graduated in Accounting and Business Administration; “Master Business Administration” (MBA) Business by Fundação Dom Cabral; Fiscal and Administration Counselor certified by IBGC – Brazilian Institute of Corporate Governance; Certified by IIA Global: in Internal Auditing (CIA – “Certified Internal Auditor”) and in Risk Management (CRMA: “Certification in Risk Management Assurance”). Certified in “Business English” by the University of Cambridge. Publication of articles in “IIA Notícias” about the CIA Audit and Certification Committee. Commentary on an article: “The time and turn to choose the best tax regime” published in the Accountant’s Monthly.|
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 Commmitte has as its purpose to assist the Board of Directors to establish the terms of compensation and other benefits and payments to be received on any account from the Company by the officers and Directors, having as their basis the performance targets established by the Board of Directors.
|Name||Birth Date||Position||Date first elected|
|Osvaldo Burgos Schirmer||August 22, 1950||Chairman of the Committee||April 20, 2012|
|Thomas Bier Herrmann||July 28, 1950||Member of the Committee||April 19, 2018|
|Carlos Fernando Couto de Oliveira Souto||January 30, 1967||Member of the Committee||April 16, 2015|
Sustainability Committee has as its purpose to advise the Board of Directors in the establishment of guidelines and principles with respect to the sustainable development of the Company and its subsidiaries based on their 4 (four) pillars: social, environmental, economic and alignment to the best practices of corporate governance.
|Name||Birth Date||Position||Date first elected|
|Thomas Bier Herrmann||July 28, 1950||Chairman of the Committee||April 19, 2017|
|José Galló||September 11, 1951||Member of the Committee||April 26, 1998|
|Clarice Martins Costa||July 27, 1953||Member of the Committee||April 16, 2015|
Audit and Risk Management Committee
Audit and Risk Management Committee has as its purpose is the exercising of advisory functions for the Board of Directors with respect to the compliance of the latter’s supervisory responsibilities for the monitoring and integrity of the processes of the Financial Statements and the Company’s internal control systems, reviewing and evaluating the independence and performance of the independent auditors as well as that of the internal auditors of the Company. The Committee shall also review the areas of significant risk to the Company as well as monitor compliance with the legal and regulatory requirements.
|Name||Birth Date||Position||Date first elected|
|Fábio de Barros Pinheiro||April 19, 1960||Chairman of the Committee||August 22, 2014|
|Osvaldo Burgos Schirmer||August 22, 1950||Member of the Committee||April 20, 2012|
|Carlos Fernando Couto de Oliveira Souto||January 30, 1967||Member of the Committee||April 4, 2015|
|José Carlos Hruby||December 3, 1944||External Member of the Committee||April 16, 2015|
Strategic Committee has as its purpose to assist the Board of Directors in the approval and the monitoring of the execution of the strategic plans, expansion projects and investment programs of the Company.
|Name||Birth Date||Position||Date first elected|
|José Galló||September 11, 1951||Chairman of the Committee||April 26, 1998|
|Juliana Rozenbaum Munemori||July 21, 1976||Member of the Committee||April 19, 2017|
|Alexandre Vartuli Gouvea||December 2, 1959||Member of the Committee||July 17, 2019|
|Cristiane Almeida Edington||February 5, 1965||Member of the Committee||April 19,2018|
The Management Committees advise the Officers, helping to add depth to the discussion of strategic topics at Executive Board meetings and assisting in decision-making.
Loss Prevention Committee
Its main purpose is to analyze, discuss, develop and implement policies, programs, strategies, procedures and other activities associated with loss prevention that may prevent losses of the Company’s assets, as well as inventory losses, losses caused by operational failures, and other events brought about by internal or external agents that have to do with safety and/r security and that may jeopardize the equity of the Company, its customers and its employees.
Real Estate Committee
Defines, according to the Company’s expansion strategy, new store and store renovation projects for facilities forming the Company’s physical infrastructure.
Business Ethics Committee
Intended to ensure implementation of the Code of Conduct and deciding on matters where doubts emerge on construction of the document. In the event of breaches against the Code, it is the Committee’s responsibility to determine the applicable sanctions.
Based on a scenario analysis including risks and opportunities, the Executive Committee will develop a strategic plan for the approval of the Board of Directors. Based on the priorities defined, strategies expand into projects and goals for all Officers and the entire executive group.
Corporate Information Security Committee
Its purposes include supporting the steering of information security and support guidelines throughout the company, supporting the definition of Information Security- (IS-) oriented policies and standards, the alignment and synergy of Information Security-oriented initiatives for the areas that make up the Committee, support to riskmanagement and business-continuity activities, and the submission of action plans in connection with relevant risks and Information Security incidents. The Committee is made up of the Company’s core areas, such as People and Development (“Gente e Desenvolvimento” – GeD), Legal, Information Technology (IT), Internal Audit, Loss Prevention, Corporate Marketing, Realize CFI, in addition to the IS area itself.
The Company’s Disclosure Committee’s duties include managing the Company’s disclosure policy; discussing and recommending the disclosure of or secrecy over material events and actions and announcements to the market; and reviewing and approving, with at least two members in attendance, one of which must be the Investor Relations Officer, information disclosed to the market before publication. The Committee will be made up of a minimum of three (3) members and must be chaired by the Investor Relations Officer.
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.