- Board Of Directors
- Executive Officers
- Fiscal Council
- Committees
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 raised to statutory status on March 9, 2018) and Strategic Committee (created on April 17, 2014)
Lojas Renner’s Board of Directors is the collegiate decision-making body responsible for defining and ensuring the Company’s values, principles, and purposes, designing its strategic guidelines, and supervising the management of Lojas Renner’s Board of Executive Officers, among other attributions.
In general, the decisions of the Board of Directors are taken by the majority of votes of the members present at any meeting. However, Lojas Renner’s Board of Directors provides for a qualified quorum of two-thirds to resolve on certain matters, such as the proposal to repurchase, redeem, reimburse or amortize shares; proposal to create or issue subscription bonus or instruments convertible into shares; proposal to change the Company’s corporate purpose; proposal for the merger of the Company into another company, merger of another company by the Company, share merger involving the Company, its merger or spin-off; proposal to liquidate, dissolve or extinguish the Company or cease the status of Company’s liquidation; and proposal for the Company’s interest in a group of companies. In the event of a tie vote, the Chairman of the Board of Directors has the casting vote.
Under the rules of the 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. Independent Member is defined as such in the B3’s Novo Mercado Listing Regulations, the nominees to the Board of Directors characterized as Independent Directors to be decided in the General Meeting which elects them, also being considered as independent the director (s) elected through the mechanism pursuant to Article 141, paragraphs 4 and 5 of the Corporate Law.
Directors are elected at Lojas 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 Resolution 44/2021.
In addition, pursuant to Brazilian Corporate 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.
Carlos Fernando Couto de Oliveira Souto
Independent ChairmanBirth Date: January 30, 1967
Date first elected: April 16, 2015
Osvaldo Burgos Schirmer
Independent MemberBirth Date: August, 22 1950
Date first elected: April 20, 2012
Juliana Rozenbaum Munemori
Independent MemberBirth Date: July 21, 1976
Date first elected: April 19, 2017
André Vitorio Cesar Castellini
Independent MemberBirth Date: February 22, 1961
Date first elected: April 18, 2024
Jean Pierre Zarouk
Independent Vice-ChairmanBirth Date: July 14, 1967
Date first elected: January 19, 2023
Fábio de Barros Pinheiro
Independent MemberBirth Date: April 19, 1960
Date first elected: August 22, 2014
Christiane Almeida Edington
Independent MemberBirth Date: February 5, 1965
Date first elected: April 19, 2018
Andréa Cristina de Lima Rolim
Independent MemberBirth Date: October 05, 1968
Date first elected: April 18, 2024
The members of Lojas 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 Lojas Renner Board of Directors.
Segundo o Estatuto Social da Lojas Renner, a Diretoria, cujos membros serão eleitos e destituíveis a qualquer tempo pelo Conselho de Administração, será composta de 4 a 10 Diretores, sendo um Diretor Presidente, um Diretor Administrativo e Financeiro, um Diretor de Relações com Investidores e os demais como Diretores, com a designação a ser definida pelo Conselho de Administração em ata quando da eleição da Diretoria, todos com prazo de mandato de 2 anos, permitida a reeleição. O Conselho de Administração designará um dos Diretores da Companhia para a função de Diretor de Relações com Investidores.
According to Lojas 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 (4) to ten (10) Executive Officers, one of them the Chief Executive Officer, one of them the Chief Financial and Administrative Officer, one of them Investor Relations Officer and all others shall remain as Officers, with particular titles to be defined by the Board of Directors in Minutes of meetings thereof at the time of the election of the Executive Board, all of them with two (2) 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 Resolution 44/2021.
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.
The Board of Executive Officers has Management Committees, which contribute to the deepening of discussion of strategic themes and help in the decision-making process. The Management Committees include Loss Prevention Committee, Real State Committee, Business Ethics Committee, Executive Committee, Cyber Risk Committee, and Disclosure Committee
Fabio Adegas Faccio
Chief Executive OfficerBirth Date: May 23, 1972
Date first elected: April 18, 2019
Regina Frederico Durante
Chief People and Sustainability OfficerBirth Date: August 05, 1976
Date first elected: April 29, 2021
Fabiana Silva Taccola
Chief Operating OfficerBirth Date: June 25, 1968
Date first elected: June 19, 2018
Daniel Martins dos Santos
Chief Administrative and Financial Officer and IR OfficerBirth Date: May 20, 1975
Date first elected: January 20, 2022
Henry Costa
Chief Product OfficerBirth Date: July 29, 1974
Date first elected: April 18, 2019
Alessandro Santiago Pomar
Chief Technology, Data and SSC OfficerBirth Date: June 17, 1973
Date first elected: April 18, 2024
Under Brazilian Corporate Law, 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, and to analyze Lojas Renner financial statements, issuing its opinion to the shareholders.
Lojas Renner Fiscal Council shall operate, on a permanent basis, and shall have the powers and incumbencies provided by law. The Fiscal Council shall be composed of three (03) to five (05) effective 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.
In the event of vacancy in the position as Statutory Audit Committee’s member, the respective deputy shall fill in his position and in the next Company’s General Meeting it shall elect an alternate member to complete the mandate. if there is no alternate, the General Meeting shall be called to perform the election of members for the vacant position.
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 the Board of Directors, Executive Officers, employees, or spouses or relatives of its management, of Lojas Renner or a company of Lojas Renner group.
The Fiscal Council shall meet, pursuant to law, whenever it is necessary, and shall analyze, at least on a quarterly basis, the financial statements.
Joarez José Piccinini
Chairman of the Fiscal CouncilBirth Date: September 3, 1960
Date first elected: April, 18, 2019
Roberto Frota Decourt
Effective Member of the CouncilBirth Date: July 5, 1972
Date first elected: August 03, 2020
Paula Regina Goto
Effective Member of the Fiscal CouncilBirth Date: March 18, 1978
Date first elected: April 18, 2024
Roberto Zeller Branchi
Alternate Member of the Fiscal CouncilBirth Date: September 22, 1972
Date first elected: April 29, 2020
Vanderlei Dominguez da Rosa
Alternate Member of the Fiscal CouncilBirth Date: September 09, 1963
Date first elected: October 21, 2020
Adriana Conde Fernandes Gomes
Alternate Member of the Fiscal CouncilBirth Date: December 16, 1977
Date first elected: April 18, 2024