Fiscal Council – nova – FAQ
According to the Brazilian Corporation Law, the Fiscal Council is a corporate body that is independent from both management and external auditors. The Fiscal Council may function both permanently or temporarily, in which case it will function during a specific year, when set up at the request of shareholders representing at least 2% of the voting shares. The period of its functioning will end at the first Annual Shareholders’ Meeting held after it is set up.
The main responsibilities of the Fiscal Council are to oversee the management’s activities, review the Company’s financial statements and report its findings to shareholders. The Brazilian Corporation Law establishes that Fiscal Council members receive remuneration equivalent to at least 10% of the average annual compensation paid to executive officers of the Company. The Law also requires that the Fiscal Council be composed of at least three and no more than five members, and their respective alternate members.
The Bylaws of the Company provide for a non-permanent Fiscal Council, elected solely at the request of shareholders at a Shareholders’ Meeting. Eucatex currently has a Fiscal Council set up.
|Board Members||Function||Election Date||End of Mandate|
|Clóvis Antonio Pereira Pinto||Board Member||07/31/2020||ASM of 2021|
|Clóvis Antonio Pereira Pinto. Mr. Clóvis Antonio Pereira Pinto has a degree in Accounting Sciences – PUC – Campinas and an MBA in Finance – School of Business Administration of São Paulo – EAESP / FGV. Currently, he is a Business Consultant in aspects of Corporate Governance, Auditing and Accounting, Coordinator of the Audit Committee of EVEN Construtora e Incorporadora S.A. and Chief Fiscal Officer of Springs Global Participações S/A.|
|Freddy Rabbat||Board Member||07/31/2020||ASM of 2021|
|Freddy Rabbat. Mr. Freddy Rabbat, an engineer and entrepreneur, holds a degree in Mechanical Engineering from Fundação Armando Alvares Penteado – FAAP, and in International Law from Harvard Business School. He is the CEO of ABRAEL – Associação Brasileira das Empresas de Luxo and a business consultant at RCA – Rabbat Consultores Associados and Montblanc in Brazil.|
|Marcos Roberto de Oliveira||Board Member||07/31/2020||ASM of 2021|
|Marcos Roberto de Oliveira. Mr. Marcos Roberto de Oliveira holds a degree in Business Administration and a specialist degree in Production and Logistics Management from UNICAMP. He is the Supply Chain Director at Grandfood Ind. e Com. Ltda.|
|Murici dos Santos||Board Member||07/31/2020||ASM of 2021|
|Murici dos Santos. Mr. Murici dos Santos is a lawyer specializing in Corporate Law. In recent years, he served as Fiscal Council Member in the following companies: Valid Soluções, Companhia Distribuidora de Gás do Rio de Janeiro – CEG, Pettenati S.A Industria Têxtil, Rossi Residencial S.A and Transmissora Aliança De Energia Elétrica S/A.|
|Simone Carrera||Board Member||07/31/2020||ASM of 2021|
|Simone Carrera. Mrs. Simone Carrera holding a degree in Publicity, Advertising and Marketing from Fundação Armando Alvares Penteado – FAAP, with extension and specialist degrees in Strategic Agribusiness Management from Fundação Getúlio Vargas and Business Administration from IBMEC Business School. In recent years, she has been an executive at SCarrera Consultoria Empresarial, providing business advisory and development, and was also a Fiscal Member of Eucatex S/A Indústria e Comércio.|
|Daniel Berselli Marinho||Alternate Board Member||07/31/2020||ASM of 2021|
|Daniel Berselli Marinho. Mr. Daniel Berselli Marinho has a law degree from UNIP and is studying Accounting. Studied MBA in Tax Management – FIPECAFI (FEA / USP) and is a Specialist in International Law on Economic Relations and Trade – FGV-SP / 2003 and Specialist in Tax Procedural Law – COGEAE (PUC/SP). He is a founding partner of Pela Berselli Sociedade de Advogados, President of the Fiscal Council of Aldeias Infantis SOS Brasil, in addition to an accredited public policy consultant at SEBRAE.|
|Elaine Aparecida Aliba||Alternate Board Member||07/31/2020||ASM of 2020|
|Elaine Aparecida Aliba. Mrs. Elaine Aparecida Aliba holds a degree in Business Administration from Faculdade Oswaldo Cruz, with extension and specialist degrees Advanced Analysis of Financial Statements (GVPEC) from Fundação Getúlio Vargas, Executive Management from INSPER – SP and Business Management (CEAG) from Fundação Getúlio Vargas. In recent years she has acted as financial manager at Grandfood Ind. e Com. Ltda.|
|Madalena Spinazzola||Alternate Board Member||07/31/2020||ASM of 2021|
|Madalena Spinazzola. Mrs. Madalena Spinazzola holds a degree in Business Administration and a specialist degree in Marketing from EAESP/FGV. In recent years she has been a strategic planning and corporate marketing director at Premier Pet, as well as new business market intelligence manager.|
|Maria Elvira Lopes Gimenez||Alternate Board Member||07/31/2020||ASM of 2021|
|Maria Elvira Lopes Gimenez. Mrs. Maria Elvira Lopes Gimenez holds a degree in Economics and is an associate at Solução Governança Corporativa e Consultoria Ltda/ Jorge Lepeltier Consultores Associados, acting as Financial and Administrative Supervisor, where she provides corporate, accounting and governance advisory. She has also been a Fiscal Council Member at the following companies: Banco do Estado do Rio Grande do Sul S.A., Bicicletas Monark S.A., WLM Indústria e Comércio S.A., Pettenati Indústria Têxtil S.A., Whirlpool S.A., Cristal Pigmentos do Brasil S.A., Companhia de Ferro Ligas da Bahia – Ferbasa e São Martinho S.A. She was also a Fiscal Council Member at AES Tietê S.A. and an Alternate Board Member at Companhia Providência Ind. e Com. S.A. and Companhia de Saneamento do Estado de São Paulo/Sabesp.|
|Wladimir Maximilian Scatimburgo||Alternate Board Member||07/31/2020||ASM of 2021|
|Silvio Roberto de Mula. Mr. Silvio Roberto de Mula holds a degree in Accounting and a specialist degree in Controllership and Business Management. In recent years, he has been a Controller Director at Grandfood Indústria e Comércio Ltda and Corporate Controller at Braspine Madeiras Ltda and Braslumber Indústria de Molduras Ltda..|
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||07/31/2020||ASM of 2022|
|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||07/31/2020||ASM of 2022|
|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||07/31/2020||ASM of 2022|
|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.|
|José Antonio Miguel Neto||Board Member||07/31/2020||ASM of 2022|
|José Antonio Miguel Neto. Mr. José Antonio Miguel Neto has a law degree from the University of São Paulo – USP and a Lato Sensu postgraduate degree in Tax Law – Columbia University of New York. He acts as a Consultant in the areas of Tax and Corporate Law, in addition to succession and tax planning, corporate restructuring and merger and acquisition activities. He is a member of the Board of Directors at the companies: Blau Farmacêutica S / A, Chímica Baruel S/A and Embalagens Flexáveis Diadema S/A. He has been a member of the Board of Directors at Companhia de Concessões Rodoviárias – CCR, in Salomão e Zoppi Laboratórios de Diagnósticos S/A, at Banco Fibra S/A, at Vicunha Têxtil S / A, at FLC – Lamps, at Companhia Brasileira de Poliuretabnos CBP and at Irmãos Lopes Supermarkets.|
|Luis Fernando Prudencio Velasco||Board Member||07/31/2020||ASM of 2022|
|Luis Fernando Prudencio Velasco. Mr. Luis Fernando Prudencio Velasco has a degree in Civil Engineering – UNICAMP and a specialization in Administration – CEAG / FGV. Financial Consultant provides services mainly in corporate governance, M&A, strategic and business plan, accounting, tax, financial matters, restructuring and recovery. He is a member of the Advisory Board of EBEC S/A. he was also CFO Latin America and member of the Board of Directors of Kaefer.|
|Miguel João Jorge Filho||Board Member||07/31/2020||ASM of 2022|
|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.|
|Rodrigo Fernandes Monteiro||Board Member||07/31/2020||ASM of 2022|
|Rodrigo Fernandes Monteiro. Mr. Rodrigo Fernandes Monteiro holds a Law degree from the Centro Universitário de João Pessoa (PB) – UNIPE, with an MBA in E-Commerce from the Escola Superior de Propaganda e Marketing – ESPM/SP and MBIS from the Pontifical Catholic University of São Paulo – PUC/SP, in addition to specializations in the areas of law, logistics, business, economics and health. He is Managing Partner of Golden Capital Partners and was also Interim Administrative and Financial Director at Grupo Estre Ambiental S/A and Administrative and Financial Director (CFO) at Grupo Marquise.|
Instruction 358 issued by the Securities and Exchange Commission of Brazil (CVM) regulates the disclosure and use of information related to the material acts and facts of publicly traded companies, as follows:
1. Establishes the concept of material fact, with this definition including any decisions taken by the controlling shareholder, the shareholders’ meeting or the management of the Company, or any other act or fact of a political, administrative, technical, commercial, economic or financial nature involving or related to the Company’s business, that could significantly influence any of the following aspects:
(i) the price of its securities;
(ii) investors’ decision to buy, sell or hold its securities; and
(iii) investor’s decision to exercise any rights inherent to the condition of holders of the securities issued by the Company.
2. Provides examples of acts or facts that are considered potentially material, including, but not limited to, the execution of any agreement involving the transfer of control of the Company, the entry or withdrawal of partners that maintain contracts or collaborations with the Company of an operational, financial, technological or administrative nature, or any mergers, consolidations or spin-offs involving the Company or its related companies;
3. Requires the Investor Relations Officer, controlling shareholders, executive officers and members of the audit board or of any bodies with technical or advisory responsibilities to report any material facts to the CVM;
4. Requires the simultaneous disclosure of material facts to all markets in which the Company’s securities are listed for trade;
5. Requires the acquirer of a controlling interest in the Company to publish a material fact notice stating its intention to cancel its registration as a publicly listed company within one year of the acquisition;
6. Establishes rules regarding the disclosure of the acquisition or divestment of a material interest in a publicly traded company; and
7. Restricts the use of insider information.