Management and Board of Directors

Conselho de Administração

BOARD OF DIRECTORS

Eucatex’s Board of Directors is composed from three to nine members, residing in Brazil and elected at the General Meeting and shall appoint a Chairman and Vice-Chairman, all of them shareholders that will serve for a three year term in office, and may be removed from office, at any time, by resolution taken by Company’s shareholders at the Extraordinary General Meeting; reelection is allowed.

The Board of Directors is incumbent upon taking corporate resolutions and on the Company’s general business guidelines, in addition to establishing purposes and strategic courses of action, as well as inspecting the Officers and Director’s management, by reviewing and requesting information, whenever necessary. According to Eucatex’s By-Laws, the Board of Directors’ resolutions shall be taken by majority votes cast by board members present, provided that more than a half of the sitting board members are present thereat.

The Board of Directors is further incumbent upon the appointment and dismissal of independent auditors.In addition to the powers provided for on the Company’s By-Laws, the Board of Directors shall deliberate on the issuance of shares of any kind or class and the subscription bonus, including upon exclusion of right of preference, establishing the respective price and conditions for issuance and payment thereof; propose the issuance of debentures to the General Meeting and deliberate on the issuance of promissory notes.

Board Members Function Election Date End of Mandate
Otavio Maluf President 04/25/2018 April/2020
Otavio Maluf. Mr. Otavio Maluf earned his bachelor’s degree in Economic Science at Faculdade Metropolitanas Unidas, FMU – SP; with specialization and extension courses in the following areas: i) Marketing Management at EASP – FGV ii) accounting for non-accountants, Price White House Coopers ;iii) accounting principles and mechanisms, Price White House Coopers; iv) Marketing Training and Development, ESPM – SP. Before joining Eucatex, he was i) trainee at Masonite-USA ii) Champion Portland – USA iii) Hormitex – Germany iv) Boyse Cascade, Phillips and International Fall – USA. He held a management position at Eucatex. Currently, he is Chairman of the Board of Directors and Vice-Chairman of the Company’s Board of Executive Officers.
Flavio Maluf Vice-President 04/25/2018 April/2020
Flavio Maluf. Mr. Flávio Maluf earned his bachelor’s degree in Mechanics Engineering at Fundação Armando Álvares Penteado, FAAP – SP, with specialization course in i) Management People – Citibank ii) Accounting for non-accountants, Peat Marwick ii) Rural Management – EASP – FGV iv) Foreign Exchange Principles, New York University, v) Foreign Trade Principles –EASP – FGV. Before joining Eucatex, Mr. Flavio Maluf worked: i) at Sistema S.A. Corretora de Títulos e Valores Mobiliários and ii) Citibank N.A., New York. Currently, he is head of the Board of Executive Officers and Vice-Chairman of the Company’s Board of Directors. He is also Vice Chief Executive Officer of Eucatex.
Antônio Delfim Netto Board Member 04/25/2018 April/2020
Antônio Delfim Netto. Mr. Antônio Delfim Netto holds a degree in economics from the School of Economics and Administration (FEA) of the Universidade de São Paulo (USP). Mr. Delfim Netto held key positions in Brazilian public administration. He worked as Minister of Agriculture, Secretary of Economy and Planning to the Federal Government, Minister of Finance at the São Paulo State Government and Ambassador to France. He also served as a Federal Deputy. Mr. Delfim Netto is currently in addition to being a member of the Board of Directors of Eucatex he is also a Consultant.
Giovani Torre Board Member 04/25/2018 April/2020
Giovani Torre. Mr. Giovani Torre holds a bachelor’s degree in Economics from Mackenzie University. He held several positions in the Brazilian public administration. He was Financial and Administrative Director of the Waterway Department of the Department of Logistics and Transportation of the Government of the State of São Paulo; Manager of the Department of Bidding, Procurement and Contracts at the São Paulo Wholesale Markets and General Warehouses Company (CEAGESP); Advisor to the Presidency of Company of Agricultural Development of São Paulo (CODASP); and Executive Advisor of the Administrative and Financial Board of the Information and Communication Technology Company of the Municipality of São Paulo (PRODAM). He currently serves as a Consultant.
Heitor Aquino Ferreira Board Member 04/25/2018 April/2020
Heitor Aquino Ferreira. Mr. Heitor Aquino Ferreira was a Brazilian Army officer by training, having attended the Academia Militar das Agulhas Negras in the city of Resende, Rio de Janeiro state. In addition to serving as a Brazilian Army officer, Mr. Ferreira also worked at Jari Florestal e Agropecuária, Petrobrás, the President’s office during Ernesto Geisel’s term (1974-1979), the Rio de Janeiro Stock Exchange (BVRJ), the publishing house Nova Fronteira and Arroio Grande Serviços Editoriais. He is currently a member of the Board of Directors of Eucatex.
Marcelo Faria Parodi Board Member 04/25/2018 April/2020
Marcelo Faria Parodi. Mr. Marcelo Faria Parodi holds a degree in business administration from Fundação Getúlio Vargas (FGV-SP), and an MBA from IMD Business School, Switzerland. He has already worked for leading companies such as Banco Nacional, Anglo American, Companhia Siderúrgica Nacional (CSN) and Enron América do Sul Ltda. In addition to serving on the Board of Directors of Eucatex.
Miguel João Jorge Filho Board Member 04/25/2018 April/2020
Miguel João Jorge Filho. Mr. Miguel João Jorge Filho has a journalism degree. He began his career at Jornal do Brasil, in São Paulo, and is part of the executives who founded Jornal da Tarde, where he had several functions, including Chief Editor. He was Vice-president and Corporate Communication and Human Resources Officer at Autolatina and Volkswagen, in addition to being Vice-president and Corporate Communication Director at Santander Bank. Between 2007 and 2010, he became Minister of the Ministry of Foreign Trade, Industry and Development on the Lula Administration.

 

EXECUTIVE OFFICERS

Eucatex’s Officers and Directors are its legal representatives with full powers to administer and manage the corporate businesses and perform all acts related to the Company’s business, including, but not limited to, taken out loans, waive rights and compromise, tender guarantees, sureties and guarantees, acquire, mortgage and, encumber the Company’s assets, with due regard for the provisions set forth by the Company’s By-Laws.

Pursuant to Eucatex’s By-Laws, the Board of Executive Officers and the Board of Directors may define additional duties and powers to any Officer, and all of them must perform the duties established thereby, in addition to the obligation to support the Chief Executive Officer in all duties attributed thereto. Officers and/or Attorneys-in-fact are further incumbent upon the hiring and dismissal of employees, if the powers therefore are delegated by the Chief Executive Officer of Vice-Chief Executive Officer.

The Company may be solely represented by any Officer or Attorney-in-fact in the performance of regular management acts.

Pursuant to Eucatex’s By-Laws, in the absence of the C.E.O. or Vice-C.E.O, the Board of Executive Officers may appoint one or more attorneys-in-fact to represent the Company in court. In the event of vacancy, temporary impairment or absence of the C.E.O., Vice-C.E.O. and the Vice-C.E.O., on a concurrent basis, the respective duties shall be performed by the Board of Executive Officers, for the term of absence or impairment of such three (3) officers or until the holding of the next Board of Directors’ meeting.

Directors Function Election Date End of Mandate
Flavio Maluf Chief Executive Officer 20/03/2017 March/2020
Flavio Maluf. Mr. Flávio Maluf earned his bachelor’s degree in Mechanics Engineering at Fundação Armando Álvares Penteado, FAAP – SP, with specialization course in i) Management People – Citibank ii) Accounting for non-accountants, Peat Marwick ii) Rural Management – EASP – FGV iv) Foreign Exchange Principles, New York University, v) Foreign Trade Principles –EASP – FGV. Before joining Eucatex, Mr. Flavio Maluf worked: i) at Sistema S.A. Corretora de Títulos e Valores Mobiliários and ii) Citibank N.A., New York. Currently, he is head of the Board of Executive Officers and Vice-Chairman of the Company’s Board of Directors. He is also Vice Chief Executive Officer of Eucatex.
Otavio Maluf Vice-Chairman 20/03/2017 March/2020
Otavio Maluf. Mr. Otavio Maluf earned his bachelor’s degree in Economic Science at Faculdade Metropolitanas Unidas, FMU – SP; with specialization and extension courses in the following areas: i) Marketing Management at EASP – FGV ii) accounting for non-accountants, Price White House Coopers ;iii) accounting principles and mechanisms, Price White House Coopers; iv) Marketing Training and Development, ESPM – SP. Before joining Eucatex, he was i) trainee at Masonite-USA ii) Champion Portland – USA iii) Hormitex – Germany iv) Boyse Cascade, Phillips and International Fall – USA. He held a management position at Eucatex. Currently, he is Chairman of the Board of Directors and Vice-Chairman of the Company’s Board of Executive Officers.
José Antonio Goulart de Carvalho Executive Vice-President and Investor’s Relations Officer 20/03/2017 March/2020
José Antonio Goulart de Carvalho. Mr. Jose Antonio Goulart de Carvalho completed his bachelor’s degree in Mechanic Engineer at Escola de Engenharia Mauá; specialization course in Business Administration – FGV. He worked as: i) Senior Adviser at Ernest & Young; ii) Adviser and Associate Officer at Grupo Matarazzo; iii) Vice-C.E.O. of Mergers and Acquisitions Department – ING BANK; iv) Partner Officer of Pagina Distribuidora de Papeis; and v) Investments Officer at Farminvest Ltda. He joined Eucatex as Vice-C.E.O. and Investors Relations Officer.