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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. 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.

Fabio Torres Maluf. Mr. Fabio Torres Maluf holds a bachelor’s degree in International Business from Regent’s University London, completing extension and specialization courses in i) Disruptive innovation at Harvard Business School, ii) Executive Leadership development at Columbia University, iii) Result-oriented trading at London Business School, iv) PetFood technology at Kansas University and v) Sales with a focus on strategy at Harvard Business. Mr. Fabio Torres Maluf worked at Brascorp Participações, as Executive Director. He currently serves on the CEO of PremierPet.

Carlos Marcio Ferreira. Mr Carlos Marcio Ferreira is an officer with over 26 years of experience in leadership positions, with a focus on the electric power sector in the last 17 years in. He began his career in the pulp and paper industry with International Paper, reaching the position of CFO after 27 years of dedication to the company. Carlos later made the transition in the energy sector, becoming COO for two years and CEO for five years at Elektro, a multinational electricity distribution company. For two years, he has been COO of CPFL, Brazil’s largest private power company responsible for all distribution, generation, marketing and value-added services. In 2013, Carlos has joined Energisa and led for two years the integration program with Grupo Rede, a large Brazilian electricity distribution company acquired in 2014. He became COO of Grupo Energisa, Brazil’s fifth largest privately held power company, and was responsible for all the group’s business with 13 distributors, actively participating in the company’s Re- IPO in June 2016. In June 2017, he took the position of Chairman of the Board of Directors of ENEVA SA, with active dedication to the company, guiding the executive management in the implementation of the strategy. In 2019, he joined the Board of Directors of Light S.A., a company in the business of generation, distribution and sale of electricity. In 2021, he joined the Board of Directors of Petroreconcavo S.A., an oil and gas company.

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.

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.

Sandra Maria Guerra de Azevedo. Ms. Sandra holds a degree in Social Communication and Journalism from Universidade Paulista, and a master’s degree in Business Administration from FEA/USP. Ms. Sandra is a Board Member Certified by IBGC – Instituto Brasileiro de Governança Corporativa, Mediator by CEDR – Centre for Effective Dispute Resolution, in London and holds The Global ESG Competent Boards Designation (GCB. D), in Canada. Ms. Sandra has been CEO and Chief Executive Officer of Brazilian and multinational companies and her 28-year experience on boards of directors includes serving in listed, closed, family-owned, state-owned companies, as well as national and international non-profit organizations, as well as advisory boards. Among the boards of directors on which she served are companies such as Vale S.A, Copel S.A., Vix Logistica S.A., Solvi Participações S.A. and Coteminas S.A., and organizations such as GRI-Global Reporting Initiative, ICGN-International Corporate Governance Network and IBGC- Instituto Brasileiro de Governança Corporativa, where she was co-founder and chairman of the Board of Directors for two terms.

Simone Carrera Maluf. Ms. Simone Carrera Maluf 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.

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. Currently, Eucatex does not have a Fiscal Council installed.

Board Members Function Election Date End of Mandate

Freddy Rabbat. Preside a ABRAEL ±Associação Brasileira das Empresas de Luxo, responsável pela 356 Distribuidora Importadora e Exportadora Ltda. atuou como consultor das empresas RCA ±Rabbat Consultores Associados e Montblanc no Brasil. Nenhuma das empresas citadas faz parte do grupo econômico da Eucatex.

Destacado desempenho como empreendedor e executivo no comércio internacional e no segmento de produtos de luxo. Liderança e êxito em relações governamentais e internacionais, além de experiência consolidada na liderança de startups, processos de reestruturação e fusões e aquisições. Ampla experiência com diferentes países e culturas na Europa, Ásia e América do Norte.

Marcos Roberto de Oliveira. Atualmente é diretor de Operações na Grandfood Ind. e Com. Ltda , atuou como diretor de Supply Chain e diretor de Suprimentos na Grandfood Ind. e Com. Ltda, empresa que não faz parte do grupo econômico da Eucatex.

Elaine Aparecida Aliba. Nos últimos 5 anos atuou como gerente financeira da empresa Grandfood Ind. e Com. Ltda., empresa que não faz parte do grupo econômico da Eucatex.

Silvio Roberto de Mula. Nos últimos 7 anos, atua como diretor de Controladoria na Grandfood Ind. e Com. Ltda, empresa que não faz parte do grupo econômico da Eucatex.

Experiência nas áreas de auditoria de demonstrações contábeis e controladoria, em empresas nacionais e multinacionais dos segmentos de consultoria, fios e cabos especiais para sistemas de energia e de telecomunicações, têxtil e de confecções, madeireiro e nutrição para cães e gatos. Atuação em controladoria internacional, com ênfase no acompanhamento de controle de investimentos no exterior, em países da América do Sul, Europa e Ásia. Experiente nos processos de redução de custos e estudos de viabilidade econômica de novos projetos, serviços e investimentos. Domínio de práticas contábeis internacionais US GAAP e IFRS. Hábil na elaboração de relatórios gerenciais, no levantamento e publicação de balanços e demonstrações contábeis, planejamento estratégico, controle orçamentário e administração de fluxo de caixa, em fusões e aquisições, e na implantação e revisão de sistemas.

Jarib Brisola Duarte Fogaça. Conselheiro Fiscal na ABC3 e Membro Associado; Membro do FAB (Future Advisory Board) na ACIC Campinas; Conselheiro Independente na Rede Auditores Independentes; Conselheiro Consultivo Certificado pela Celint; formado pelo IBGC para Conselhos de Administração; Diretor Adjunto naACIC (tempo parcial). É sócio na JFogaca Assessoria e presta serviços de Assessoria na gestão empresarial, estratégica, financeira, e em controladoria. Anteriormente, foi Diretor Adm & Financeiro na Sepal (tempo parcial); Assessor em Controladoria na Ipameri Agropecuaria (tempo parcial); membro do Comitê de Auditoria em Empresa Privada de Grande Porte; completou carreira como socio de auditoria externa na KPMG Auditores Independentes.

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.

Board Members Function Election Date Término do Mandato

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. 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. 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.

Genildo de Brito. Mr. Genildo de Brito holds a bachelor’s degree in law from the Universidade de Mogi das Cruzes, a postgraduate degree in business law from Faculdades Metropolitanas Unidas-FMU and a specialization in tax law from the Brazilian Institute of Tax Law-IBET. In addition to the Eucatex Group, he worked as a lawyer at Cukier and Santher

Sergio Henrique Ribeiro. Mr. Sergio Henrique Ribeiro has a degree in Accounting from FEAO and in Law from Faditu, studied Master in Business Administration at Universidade Mackenzie, MBA in Controllership – FIPECAFI (FEA / USP) and Post-Graduation in Finance from Unisantana, in addition to several specialization / updating courses in the Financial and Accounting areas. He held several positions in the Controllership area at the Company and also at Spiraflex Ltda (Goodyear Group) and Prosasco S/A.

The Audit Committee of Eucatex have at least three and at most five members, elected by the Board of Directors for a unified term of two years, with reelection permitted. The election of Members will be held at the first meeting of the Board of Directors that follows the Annual Shareholders Meeting of the Company that elects them. Audit Committee has at least one independent member of the Board of Directors and one independent member with recognized experience in corporate accounting matters, which can be combined. None of the members of the Audit Committee can have controlling power or be an executive officer or direct or indirect controlling shareholder of the Company or its subsidiaries, associate companies or companies under common control, or have any relationship of subordination with the aforementioned persons.

The Committee will report to the Board of Directors and have operational autonomy with annual or project-based budget, within the limits approved by the Board of Directors.

The Audit Committee is a permanent collective decision-making body linked directly to the Board of Directors of the Company, assisting the Board with monitoring and controlling the quality and integrity of financial statements and information, analyzing the qualifications, technical capacity, compliance with legal, regulatory and performance standards, quality and effectiveness of Internal Audit, analysis, assessment and monitoring of risks, analysis of internal controls and analysis of transactions with the Company’s related parties.

Board Members Function Election Date Término do Mandato

Carlos Márcio Ferreira. Mr. Carlos Márcio Ferreira is executive with more than 26 years of experience in leadership positions. Former executive in the pulp and paper sector at International Papel, reaching the position of CFO. Subsequently, he worked in the electric energy segment having been COO and CEO at Elektro, and at CPFL and Energisa he held the position of COO, also serving as Chairman of the Board of Directors of ENEVA S/A and member of the Board of Directors of Light and the company Petroreconvavo S/A.

Luiz Carlos Nannini. Mr. Luiz Carlos Nannini is executive with more than 30 years of solid experience in conducting independent audit work, financial statements in accordance with IFRS and US GAAP, having served on advisory boards in Brazil, USA and Global. He has participated in the Audit Committees of Cosan Limted, Banco Santander, Grupo BR Malls, Centauro, Via Varejo, Eletrobrás, CDHU, PraValer, Cogna Educação, Vibra Energia, GETNET, Santa Casa de Misericórdia and Grupo Fleury, in addition to having previously served as Chairman of the Fiscal Council of Comgás, Cosan S/A and Cosan Logística.

Leandro Barbosa Junior. Mr. Leandro Barbosa Junior is a professional with more than 20 years of experience in auditing, consulting and Supply Chain developed in large companies in the segments of consumer products, telecommunication, construction and chemistry such as: Votorantim, Nexa Steinweg, Sorvetes Jundiá, Eucatex, Ability Tecnologia and Expresso Araçatuba.

The Ethics Committee of Eucatex is composed of six internal members, without prejudice to the regular activities they carry out before the Company, and without additional remuneration elected for the exercise of a three-year term, re- election being permitted. The appointment of Members is made by the Company’s Executive Board.

The main competencies of the Ethics Committee are:

  • receive complaints, investigate, evaluate and judge, through provocation
    or through the reporting channel, violations of the EUCATEX Code of
    Conduct and Integrity;
  • consult the Legal Department regarding the legal adequacy of the procedures adopted by the Ethics Committee;
  • consult and request the support of technicians and specialists, from the various areas of the Company, or external, for the investigation and investigation of complaints;
  • resolve missing issues, not provided for in the Code of Conduct and Integrity;
  • contribute with action plan and follow-up for continuous dissemination and application of the precepts and guidelines of the Code of Conduct;
  • propose actions of education, guidance and regulation of conducts through the dissemination and continuous promotion of the Code of Conduct, and other tools, aiming to strengthen ethical conduct in the Company, both in internal and external professional relations;
  • propose updates of the Code of Conduct and Integrity, through the possible incorporation of new concepts and new practices, and should be amended to the extent and when necessary.

The Committee will be composed of 3 members and will have as its main task the advice and guidance to the Board of Directors on topics relating to human resources policies and strategies, which includes remuneration, development and succession, among others, in addition to governance policies and practices corporate.

Board Members Function Election Date Término do Mandato

Sandra Maria Guerra de Azevedo. Ms. Sandra holds a degree in Social Communication and Journalism from Universidade Paulista, and a master’s degree in Business Administration from FEA/USP. Ms. Sandra is a Board Member Certified by IBGC – Instituto Brasileiro de Governança Corporativa, Mediator by CEDR – Centre for Effective Dispute Resolution, in London and holds The Global ESG Competent Boards Designation (GCB. D), in Canada. Ms. Sandra has been CEO and Chief Executive Officer of Brazilian and multinational companies and her 28-year experience on boards of directors includes serving in listed, closed, family-owned, state-owned companies, as well as national and international non-profit organizations, as well as advisory boards. Among the boards of directors on which she served are companies such as Vale S.A, Copel S.A., Vix Logistica S.A., Solvi Participações S.A. and Coteminas S.A., and organizations such as GRI-Global Reporting Initiative, ICGN-International Corporate Governance Network and IBGC- Instituto Brasileiro de Governança Corporativa, where she was co-founder and chairman of the Board of Directors for two terms.

Carlos Marcio Ferreira. Mr Carlos Marcio Ferreira is an officer with over 26 years of experience in leadership positions, with a focus on the electric power sector in the last 17 years in. He began his career in the pulp and paper industry with International Paper, reaching the position of CFO after 27 years of dedication to the company. Carlos later made the transition in the energy sector, becoming COO for two years and CEO for five years at Elektro, a multinational electricity distribution company. For two years, he has been COO of CPFL, Brazil’s largest private power company responsible for all distribution, generation, marketing and value-added services. In 2013, Carlos has joined Energisa and led for two years the integration program with Grupo Rede, a large Brazilian electricity distribution company acquired in 2014. He became COO of Grupo Energisa, Brazil’s fifth largest privately held power company, and was responsible for all the group’s business with 13 distributors, actively participating in the company’s Re- IPO in June 2016. In June 2017, he took the position of Chairman of the Board of Directors of ENEVA SA, with active dedication to the company, guiding the executive management in the implementation of the strategy. In 2019, he joined the Board of Directors of Light S.A., a company in the business of generation, distribution and sale of electricity. In 2021, he joined the Board of Directors of Petroreconcavo S.A., an oil and gas company.

Fabio Torres Maluf. Mr. Fabio Torres Maluf holds a bachelor’s degree in International Business from Regent’s University London, completing extension and specialization courses in i) Disruptive innovation at Harvard Business School, ii) Executive Leadership development at Columbia University, iii) Result-oriented trading at London Business School, iv) PetFood technology at Kansas University and v) Sales with a focus on strategy at Harvard Business. Mr. Fabio Torres Maluf worked at Brascorp Participações, as Executive Director. He currently serves on the CEO of PremierPet.

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