Board of Directors
According to the Law of Corporations, the Board of Directors is a collective decision-making body. The Board of Directors of Fleury is responsible, among other duties, for the general orientation of the Company‘s business and for the supervision of the management of its directors.
The Board of Directors shall be comprised of: (i) a minimum of seven and a maximum of 11 effective members, who shall be natural persons, residing or not in the country, all elected and dismissed at any time by the Shareholders‘ General Meeting and for a unified term of two years, reelection; and (ii) up to eight alternate members, all natural persons, residing or not in the country, elected and dismissed at any time by the General Assembly, who will replace the replacement of effective members. Currently, the Board of Directors of Grupo Fleury has 10 effective members, including 4 independent members.
The Company has the practice of having the Chairman of the Board of Directors as a non-executive, and since its IPO, all chairmen of the Board were not executives of the Company.
Mr. Marcio Pinheiro Mendes holds a degree in Business Administration from the Goizueta Business School, at Emory University, in the United States, and an MBA from HEC Paris, in France. He worked at Accenture do Brasil, working on operational excellence projects, and later developed his career in Europe, with large technology companies, such as BEA Systems, Oracle and Adobe. He has worked in different positions in the Finance and Compliance areas, leading projects in countries such as France, Spain, Portugal, Italy, Belgium, Holland and Luxembourg. In 2011, he joined the group of founding physicians, a reference shareholder of Grupo Fleury, and from 2015 to 2020 he held the position of CEO of the holding company Integritas Participações. Appointed in 2015 to the Board of Directors of Grupo Fleury as Vice-Chairman, position he holds until the 2019 AGO, when he assumes the Presidency.
Fernando Lopes Alberto, nominated for the position of Vice-Chairman of the Board of Directors, is a doctor graduated from the Faculty of Medicine of Ribeirão Preto, USP. He held a medical residency in Hematology, Hemotherapy and Bone Marrow Transplantation at the same institution and a PhD in Internal Medicine from the Faculty of Medical Sciences at UNICAMP. From 1998 to 2000, he worked as a doctor and collaborating researcher at the Blood Center at UNICAMP, performing assistance and academic activities, with 25 works published in indexed international journals and elected for three years as an honored professor of the class of medical graduates. He worked at Fleury as a medical advisor (Molecular Biology and Hematology) until 2008, when he transferred to Fleury’s Information Technology area, serving for two years as project manager. In 2010, he took over management of the Hospitals business area. In 2011 he completed an International Executive MBA offered by a consortium of five business schools (FGV / Brazil; EGADE / Mexico; UNC / USA; RSM / Netherlands; CUHK / Hong Kong: OneMBA). In 2015, he took the course for training IBGC Board Members.
Rui Monteiro de Barros Maciel, physician, scientist and university professor, appointed to the position of effective member of the Board of Directors, has been a partner of the Fleury Group since 1983 and Full Member of the National Academy of Medicine since 2017. He was Full Professor of Endocrinology at Escola Paulista of Medicine, Federal University of São Paulo (EPM/UNIFESP) from 1992 to 2015, where he is currently Professor Emeritus. He graduated in Medicine in 1970 from EPM/UNIFESP, where he was a Resident Physician in Internal Medicine and Endocrinology, obtained a Master’s and Doctorate and spent his entire teaching and research career, becoming a Full Professor in 1992. at the University of California Los Angeles (1976-78) and was Visiting Professor at Harvard Medical School (1986-87). He has guided around 50 graduate students, who are now medical leaders in Brazil and abroad, in Master’s and Doctorate programs. He has published over 250 research papers, written nearly 120 chapters in medical textbooks, and edited 6 books. He has presented over 600 conferences in Brazil and abroad. He has been at Fleury since 1979, where he was recruited as a consulting physician in Endocrinology, a position he still holds today; he was Director of Services (1983-86 and 1988-95), Medical Director (1995-2010), Director of Organizational Culture (2011-19) and has been a Member of the Board of Directors since 2019. It continues to play a role in the Company’s Organizational Culture, where it contributes to defining and cultivating the values, traits and essence of Grupo Fleury for the diverse group of collaborators nationwide, with the purpose of disseminating a vigorous culture, oriented to the patient and provider of best solution in medicine.
Luiz Carlos Trabuco Cappi, nominated for re-election as an effective member of the Board of Directors, is an external member with a degree in Philosophy and a postgraduate degree in Socio-Psychology from Fundação Escola de Sociologia e Política de São Paulo. He began his career 48 years ago, dedicating his entire professional life to the Bradesco Organization. He was Investor Relations Officer and, as Executive Vice-President of Banco Bradesco, from 1999 to 2009, accumulated, for 6 (six) years, the Presidency of Grupo Bradesco Seguros. He chaired the Board of Directors of Banco Bradesco from March 2009 to March 2018, accumulating the position of Vice-Chairman of the Board of Directors until October 2017, when he was elevated to Chairman of the Board of Directors. He was Chairman of the Board of Directors of Odontoprev S.A., Member of the Board of Directors of ArcelorMittal Brasil, Member of the Strategic Committee of Vale S.A., Chairman of the Marketing and Funding Commission of the Brazilian Association of Real Estate Credit and Savings Entities – ABECIP, President of the Association National Private Pension Plan – ANAPP, President of the National Supplementary Health Federation – FENASAÚDE, President of the Council of Representatives and Executive Board of the National Confederation of Financial Institutions – CNF, Member of the Superior Council and Vice-President of the National Confederation of General Insurance, Private Pension and Life, Supplementary Health and Capitalization – CNSeg, Member of the Board of Directors and Advisory Board of FEBRABAN – Brazilian Federation of Banks and Full Member of the Association Internationale pour I’Etude de I’Economie de I’Assurance – Association of Genève , Geneva, Switzerland.
Mr. Samuel Monteiro dos Santos Júnior, nominated for re-election as a member of the Board of Directors, has a degree in Law from the Cândido Mendes Law School, in Business Administration and Accounting from the Federal University of Rio de Janeiro. Mr. Samuel is a member of the Company’s board of directors. He is also a member of the Board of Directors and Coordinator of the Audit Committee of Bradesco Saúde S.A., Odontoprev S.A., a publicly traded company and Brasildental Operadora de Planos Odontologicos and Swiss RE. Currently, he is also a member of the Board of Directors and held the position of Chief Executive Officer of BSP Empreendimentos Imobiliários S.A. and its subsidiaries. Until 03/31/2011, he held the position of Executive Vice-President of the companies that make up the Bradesco Group. Mr. Samuel held positions in the management of companies belonging to the Grupo Bradesco de Seguros e Previdência, whose commanding company is Bradesco Seguros S.A., which has Bradseg Participações S.A. as its parent company. Mr. Samuel Monteiro is part of the Management of companies linked to the shareholder company of Fleury S.A., namely, Bradesco Saúde S.A. These companies belong to the Bradesco Seguros Group, whose commanding company is Bradesco Seguros S.A., whose parent company is Bradseg Participações S.A., one of the Company’s shareholders.
Mr. Ivan Luiz Gontijo Junior, nominated for re-election as a member of the Board of Directors, holds a law degree from the Catholic University of Petrópolis. Legal Director of Grupo Bradesco Seguros. Former professor of Commercial Law at the Catholic University of Petrópolis and Professor of Insurance Law at the Cândido Mendes Law School. General Director of Bradesco Seguros, Bradesco Capitalização S.A., Bradseg Participações S.A., Mediservice Operadora de Planos de Saúde S.A. Bradesco Saúde S.A., Bradesco Vida e Previdência S.A., Bradesco Auto/RE Companhia de Seguros, Atlântica Companhia de Seguros, BSP Affinity Ltda. Member of the Legal Committee of IESS – Institute of Supplementary Health Studies. He sits on the Board of Directors, as an Alternate Member, of Companhia Brasileira de Gestão de Serviços and Brasildental Operadora de Planos Odontologicos and a full member of Odontoprev S.A.
João Teixeira has been President of Copersucar S/A since December 2018, where he also serves as a member of the Board of Directors of Eco-Energy in the USA, Member of the Board of Directors of Alvean (global partnership between Copersucar and Cargill) and Member of the Board of Administration of LOGUM (partnership between Copersucar, Raízen, Petrobrás and Uniduto). He also served as Chairman of the Board of OPLA (partnership between Copersucar and BP), and is currently a member of the Board of Directors.
Since 2018 he has been a director and today he is vice-chairman of the Board of Directors of brMalls and also acts pro bono as an independent member of the Investment Committee of Yunus Social Business Brasil. He was Chairman of the Board of Directors of Julius Baer Family Office in Brazil (merger between GPS and Reliance) between 2018 and 2020. Between 2017 and 2018 he was a founding partner of Inviste, a proprietary investment company in the real estate sector, venture capital and impact businesses. He was President of Banco Votorantim S/A from 2011 to November 2016, during which time he also served as a Director of Febraban (Brazilian Federation of Banks). He was Executive Vice President of Grupo Santander in Brazil and Banco ABN AMRO Real S/A from 2002 to 2011, being responsible for Corporate & Investment Banking in Brazil (CIB) and Wholesale Banking. Between 2007 and 2010 he served as a board member of ANBIMA (Brazilian Association of Financial and Capital Market Entities).
He also served as Head of Investment Banking – Brazil at Dresdner Kleinwort Wasserstein between 1995 and 2002, was advisor to Minister Fernando Henrique Cardoso at the Ministry of Economy in 1993 and Professor of the Department of Economics at PUC-RJ in 1990.
He holds a Bachelor’s and Master’s degree in economics from PUC-RJ. He also obtained a Master of Business Administration (MBA) from the London Business School in 1995 and attended the Executive Program at Singularity University in 2018.
Graduated in Medicine from the Federal University of Minas Gerais/UFMG. In São Paulo, he obtained a specialization degree in General Practice, a Master’s Degree in Clinical Endocrinology from the Escola Paulista de Medicina and a Doctorate in Clinical Endocrinology from UNIFESP/Escola Paulista de Medicina, working with Immunology and Genetics of Diabetes. Victor served as Assistant Professor at the Medical Residency in Endocrinology at Santa Casa, where he implemented the Endocrinology Research Center (Cepen). At Cepen, he presented more than 150 scientific papers at congresses and published more than 30 papers in highly prestigious scientific journals. At Hermes Pardini, he was responsible for the Endocrinology and Functional Tests sector, implemented the Human Genetics, Criovida (Umbilical Cord Bank, Semen Bank and Cellular Technology Center) and Cytogenetics departments. During the COVID-19 pandemic, he played an important role in the identification and sequencing of Sars-Cov-2, and in studies of the distribution of the different strains of Covid-19 across Brazil. He has been with Hermes Pardini since 1984.
Graduated in Medicine from the Federal University of Minas Gerais/UFMG with a specialization in Clinical Pathology at the Hospital das Clínicas of the aforementioned institution. She holds a Master’s degree in Microbiology from UFMG and a PhD in Molecular Diagnosis from Unifesp-Escola Paulista de Medicina. She served as a Fellow in the Department of Molecular Biology at the Johns Hopkins University School of Medicine (JHUSOM), located in Baltimore / USA, and Fellow at the Karolinska Institute, at the University of Solsna, Sweden. At Hermes Pardini, she set up the Department of Molecular Biology and was responsible for the Departments of Immunology and Serology. She has been working at Hermes Pardini since 1984.
Graduated in Dentistry from the Pontifical Catholic University of Minas Gerais in 1984, with specialization in (i) Dental Prosthesis at the said institution, (ii) Temporomandibular Dysfunction and Orofacial Pain from the Regional Council of Dentistry of Belo Horizonte/MG; and (iii) Radiology and Imaging at USP- São Paulo. She participated in the complete training of the III Basic Training Course in Anthroposophical Medicine and Dentistry from 1997 to 1999, in São Paulo-SP. She has a Lato sensu postgraduate degree in Improvement in Finance Management from Fundação Dom Cabral. At Hermes Pardini, she implemented the Dental Imaging sector in 2005 and coordinated this service until 2010.
Octavio de Lazari Junior, appointed to the position of alternate member of Mr. Samuel Monteiro on the Board of Directors, started his career at Banco Bradesco S.A. in 1978. he was elected Deputy Executive Director of Bradesco S.A. in 2012, Executive Managing Director in 2015 and Executive Vice President in 2017. He specializes in Financial Strategies and Marketing from Fundação Instituto de Administração – FEA/USP, Financial Management from Fundação Getúlio Vargas – FGV and Strategies in Finance from Fundação Dom Cabral , having completed the AMP – Advanced Management Program – taught by IESE Business School – University of Navarra, São Paulo and is currently the Chief Executive Officer of Bradesco S.A.
Mr. Manoel, nominated for re-election as an alternate to Mr. Ivan Luiz Gontijo Junior on the Board of Directors, he is Chief Executive Officer of Bradesco Saúde S.A. and Mediservice Operadora de Planos de Saúde S.A. and CEO of Bradesco Saúde S.A. He was Director of Bradesco Dental S.A. (merged by Odontoprev S.A.). He is Vice-Chairman of the Board of Directors of Odontoprev and Member of the Board of Directors of Companhia Brasileira de Gestão de Serviços. Technical Director of Hospital Sírio Libanês in São Paulo, in 2006; Officer at Sul América Seguros, from August 2001 to August 2005 and Technical Operations Officer at Medial Saúde S.A., from January 1998 to August 2001. Mr. Manoel Peres is part of the Management of Bradesco Saúde S.A and Mediservice Operadora de Planos de Saúde S.A. companies linked to companies that belong to the Bradesco Seguros Group, whose commanding company is Bradesco Seguros S.A., whose parent company is Bradseg Participações S.A., a shareholder of the Company. Additionally, Bradesco Saúde S.A also holds a stake in Odontoprev S.A.
Mauricio Minas Joined Banco Bradesco S.A. in July 2009, as Executive Managing Director. In January 2014 he was elected Executive Vice President. From March 2018 to January 2019, he accumulated the position of Member of the Board of Directors and Executive Vice President. As of January 2019, he has only held the position of Board Member. Graduated in Electrical Engineering from the Polytechnic School of the University of São Paulo – Poli/USP. And with Specialization in Data Communication and Software Development by NCR USA, in addition to the University Extension Course in Finance by Wharton Business School, in the USA and the Executive Development Programs by Columbia University – New York, USA and for Corporate Directors of Boards in Business Administration from Harvard Business School, Boston, USA. He is currently a member of the Managing Board and Managing Director of Fundação Bradesco, of the Advisory Board of IBM Corporation, of the Board of Directors of B3 S.A. – BRASIL, BOLSA, BALCÃO, the Board of Directors of Bradespar S.A., the Board of Directors of Bradseg Participações S.A., the Board of Directors of Bradesco Saúde S.A., the Board of Directors of Next Tecnologia e Serviços Digitais S.A., the Board of Directors of EFMA and the Strategic Partner of the WEF (World Economic Forum).
He was CEO of Scopus Tecnologia Ltda., Chairman of the Board of Directors of BBC Processodora S.A., Member of the Board of Directors of NCR Brasil – Indústria de Equipamentos para Automação S.A., Member of the Board of Directors of Fidelity Processamento e Serviços S.A. Member of the Board of Directors of Aquarius Participações S.A., Member of the Board of Directors of Chain Serviços e Contact Center S.A., Member of the Board of Directors of MPO – Processodora de Pagamentos Móveis S.A., Executive Vice-President of CPM Braxis S.A., Director of Support Services at group of Brazilian IT companies Eletrodigi, Flexidisk and Polymax and Senior Analyst at Banco Itaú S.A.
Grupo Fleury’s executive officers are responsible for representing the Company and for the day-to-day management of its business. They have the authority to do all acts necessary or appropriate for that purpose, except those the Brazilian corporate law or Fleury’s bylaws reserve for its shareholders’ meeting or board of directors.
Under the Company’s bylaws, the executive management of Fleury must be composed of at least three and up to ten members, elected and dismissed at any time by the Board of Directors. Fleury’s executive officers serve a two-year term that coincides with the term of the Company’s board of directors, with reelection permitted.
Mr. Jeane Tsutsui is currently CEO of Grupo Fleury. She started her career at Fleury in 2001 as a cardiologist, and migrated from a medical career to an executive 14 years ago. Held the roles of Manager and Director in the areas of R&D and Knowledge Management, Executive Medical Director (2012 to 2018) and Executive Business Director (2018-2021). Graduated in Medicine at the Ribeirão Preto Medical School – USP, resided in Clinical Medicine at Hospital das Clínicas at USP and in Cardiology at Instituto do Coração (InCor) -USP. She has a doctorate in Cardiology from Faculdade de Medicina da USP, Post-doctorate from the University of Nebraska Medical Center and is a Free-Professor of Cardiology at the Faculdade de Medicina da USP. Her management background includes an MBA in Knowledge, Innovation and Technology from FIA, and executive programs at Harvard Business School, Wharton and Sloan School of Management at MIT.
Mr. Rizzatti has an MD from Medical School of Ribeirão Preto at the University of São Paulo, residency in Internal Medicine and fellowship in Hematology and Blood Banking from the Clinics Hospital of Ribeirão Preto of the University of São Paulo. He has a PhD in Medical Sciences from the University of São Paulo, a visiting fellowship from the National Institutes of Health, in Bethesda, MD, and an Executive MBA from Fundação Dom Cabral. Mr. Rizzatti first started at Fleury in 2007 as a consultant physician in Hematology. Since then, he has hold administrative positions in R&D, knowledge management and Laboratory Medicine.
Mr. José Antonio Filippo holds a degree in civil engineering from the Federal University of Rio de Janeiro and is an alumni of the Leader Development Program at Harvard Business School. José Antonio Filippo had been CFO at Natura & Co since 2018, having previously held positions as Chief Financial Officer at Embraer (2012-2018), GPA (2010-2012), CPFL (2004-2010), among other prominent companies in its segments.
Has a degree in medicine with specialization in Gastroenterology from the Federal University of Minas Gerais/UFMG. Has an Executive MBA from the Dom Cabral Foundation (FDC), with an international program at the Kellogg School of Management (Chicago-USA). Has a post-graduate qualification in Strategic Business Management from CEPEAD/UFMG. Before becoming Chief Executive Officer Roberto was the company’s Director of Diagnostic Medicine. He has been with the company since 2003.
It operates permanently to advise the board of directors and/or the Executive President on direction, performance goal setting, and oversight of the company’s financial management, including capital structure, cash flow, indebtedness and debt management, investment policy for surplus funds (available cash), dividend policy, management of receivables and write-offs, investment strategies, and asset profitability. This committee is currently composed of four members, with a term of office of 2 years.
People and Culture Committee
It operates permanently to advise the board of directors and/or the Executive President on the evaluation, appointment, and removal of directors; monitor the organization’s evolution in the face of strategic challenges for the business and management; evaluate performance evaluation systems, salary policies, and employee development programs; propose guidelines and criteria for variable compensation programs; and monitor and propose actions resulting from the evaluation of the organizational climate. This committee is currently composed of three members, with a term of office of 2 years.
Strategy and Technology Committee
It operates permanently to support the Board of Directors in the assessment, prioritization, and monitoring of the most relevant projects in the company. This committee is currently composed of four members, with a term of office of 2 years.
In 2021, the Company established the ESG Committee, composed of three market specialists, with the Chairman of the Board of Directors serving as the coordinator, aiming to ensure that relevant ESG issues are also on the agenda of the Board of Directors. The ESG Committee is responsible for leveraging the development of work on the subject that has already been carried out by the Company, reinforcing the ongoing attention of the Fleury Group to ESG principles in its business strategy, and intensifying discussions on the subject within the major long-term strategic lines that will contribute to the organization’s sustainability and the environment that the Group influences and is a part of on a daily basis. This committee is composed of four members, with a term of office of two years. ESG-related matters reported through the Company’s Trust Channel will be addressed by the ESG Committee. This committee is currently composed of five members, with a term of office of 2 years.