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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 5 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.
|Directors||Title||Novo Mercado B3 Category||DJSI¹ Category||End of term of office|
|Marcio Pinheiro Mendes||Chairman||-||-||A.S.M in 2023|
|Fernando Lopes Alberto||Vice-Chairman||-||-||A.S.M in 2023|
|Rui Monteiro de Barros Maciel||Director||External||External||A.S.M in 2023|
|Luiz Carlos Trabuco Cappi||Director||External||External||A.S.M in 2023|
|Samuel Monteiro dos Santos Junior||Director||External||External||A.S.M in 2023|
|Ivan Luiz Gontijo Junior||Director||External||External||A.S.M in 2023|
|Andréa Cristina de Lima Rolim||Director||Independent||Independent||A.S.M in 2023|
|Rachel Ribeiro Horta||Director||Independent||Independent||A.S.M in 2023|
|João Roberto Gonçalves Teixeira||Director||Independent||Independent||A.S.M in 2023|
|Raul Calfat||Director||Independent||Independent||A.S.M in 2023|
|Manoel Antonio Peres||Alternate director||External||External||A.S.M in 2023|
|Mauricio Machado de Minas||Alternate director||External||External||A.S.M in 2023|
|Octavio de Lazari Junior||Alternate director||External||External||A.S.M in 2023|
¹ Dow Jones Sustainability Index
The Company‘s Fiscal Council was installed by resolution of the Annual Shareholders‘ Meeting held on 04/29/2019 and is composed of three effective members and their respective alternates. The Fiscal Council shall operate until the first Annual Shareholders‘ Meeting to follow its installation.
The Fiscal Council is an independent body of the Company‘s management. The Law 6,404/76 establishes the responsibilities of the Fiscal Council, which includes oversight of management activities, review of the publicly-held company‘s financial statements and disclosure of its conclusions to shareholders.
|Members||Title||End of term of office|
|José Maria Chapina Alcazar||Member||A.S.M in 2022|
|Sergio Moreno||Member||A.S.M in 2022|
|Luciana Doria Wilson||Member||A.S.M in 2022|
|Adriana Ruiz Alcazar||Alternate member||A.S.M in 2022|
|Paulo Sérgio Rodrigues||Alternate member||A.S.M in 2022|
|Ana Carolina Ribeiro Strobel||Alternate member||A.S.M in 2022|
Advisory Committees to the Board of Directors¹
- Audit, Finance, Risks and Integrity Committee
On December 15th, 2004, the Board of Directors constituted the Audit Committee, currently called the Audit, Governance, Risk and Compliance Committee, with permanent operations, to recommend the conditions for hiring independent external auditors and propose their objectives; analyze and evaluate internal audit work, ensure and improve internal controls; recommending procedures in the face of inadequate accounting practices; and to follow the mapping of the risks to which the company is exposed and the respective preventive and mitigating actions. On May 27th, 2021 the Finance Committee merged with the Aufit, Risks and Integrity Committee and the name changed to Audit, Finance, Risks and Integrity Committee.
- Culture and People Committee
According to the meeting of the Board of Directors held on March 28th, 2007, the Appointment and Compensation Committee, currently called Culture and People Committee, was set up to advise the board of directors and/or the Executive President in the evaluation, appointment and dismissal of directors; follow the evolution of the organization, facing strategic challenges for business and management; evaluate performance appraisal systems, salary policies and staff development programs; propose guidelines and criteria for variable remuneration programs; and accompany and propose actions arising from the evaluation of the organizational climate.
- Transformation Committee
Established by the Board of Directors on September 28th, 2010 as a Strategy Committee and currently named Transformation Committee, with permanent operations, to support the Board of Directors in the evaluation, prioritization and follow-up of the most relevant projects in the Company.
- ESG Committee
Created by the Board of Directors on April 15, 2021, the ESG Committee has the function of leveraging the development of work on the theme that has already been carried out by the Company, reinforcing Grupo Fleury‘s permanent attention to ESG principles in its strategy of business, and accentuate the discussions on the topic within the main long-term strategic lines, which will contribute to the longevity of the organization and the environment that the Group influences and is part of on a daily basis.
¹All Committees are permanent and its composition has a term of two years from its election.
Marcio Pinheiro Mendes: Mr. Marcio Pinheiro Mendes has a degree in Business Administration from Goizueta Business School, from Emory University, in the United States, and an MBA from HEC Paris, in France. He worked at Accenture do Brasil, working on projects of operational excellence, and later developed his career in Europe, with major technology companies, such as BEA Systems, Oracle and Adobe. He worked in different positions in the areas of Finance and Compliance, 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, exercising between 2015 and 2020 the position of CEO of the holding company Integritas Participações. Appointed in 2015 to the Board of Directors of Grupo Fleury as Vice-Chairman, a position he holds until the 2019 ASM, when he assumes the Chair.
Fernando Lopes Alberto: Fernando Lopes Alberto, appointed to the position of Vice Chairman of the Board of Directors, is a doctor graduated from the Ribeirão Preto School of Medicine at USP. He completed a medical residency in Hematology, Hemotherapy and Bone Marrow Transplant at the same institution and a doctorate in Clinical Medicine from the Faculty of Medical Sciences at UNICAMP. From 1998 to 2000, he worked as a physician and collaborating researcher at the UNICAMP Blood Center, performing assistance and academic activities, with 25 papers published in indexed international journals and elected for three years an honored professor in the group of medical graduates. He worked at Fleury as a medical advisor (Molecular Biology and Hematology) until 2008, when he moved to Fleury‘s Information Technology area, working for two years as a project manager. In 2010, he took over the 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 IBGC Board of Directors‘ training course and, in the same year, he became a professor at EAESP / FGV, co-responsible for two disciplines of the Professional Master in Competitiveness Management, in addition to advising master students. He is currently a member of the Board of Directors Committee and coordinator of the Health Committee, both of the IBGC. Appointed in 2017 to the Board of Directors of Grupo Fleury, he was subsequently appointed to the vice-chairman of the collegiate, a position he currently holds.
Rui Monteiro de Barros Maciel: Rui Monteiro de Barros Maciel, doctor, scientist and university professor, appointed to the position of effective member of the Board of Directors, has been a partner of Grupo Fleury since 1983 and a 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 Clinical Medicine and Endocrinology, obtained his Master‘s and Doctorate and did his entire teaching and research career, becoming Professor in 1992. He did post-doctorate at the University of California Los Angeles (1976-78) and was Visiting-Professor at Harvard Medical School (1986-87). He supervised around 50 graduate students, now medical leaders in Brazil and abroad, in Master‘s and Doctorate programs. He published more than 250 research papers, wrote about 120 chapters in medical books and edited 6 books. Presented more than 600 conferences in Brazil and abroad. He has been with Fleury since 1979, where he was recruited as a consultant physician in Endocrinology, a position he holds today; he was Director of Service (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. He continues to play a role in the Company‘s Organizational Culture, where he contributes to defining and cultivating the values, traits and essence of Grupo Fleury for the diverse group of employees of national geographic scope, with the purpose of disseminating a vigorous culture, oriented to the patient and provider of information. best solution in medicine.
Luiz Carlos Trabuco Cappi: Luiz Carlos Trabuco Cappi, nominated for reelection as an effective member of the Board of Directors, is an external member graduated in Philosophy with a postgraduate degree in Socio-Psychology from the São Paulo School of Sociology and Politics. He started his career 48 years ago, dedicating his entire professional life to the Bradesco Organization. He was Officer of Investor Relations and, as Vice Chief Executive Officer of Banco Bradesco, from 1999 to 2009, he accumulated, for 6 (six) years, the Chaimanship of the Grupo Bradesco Seguros. He chaired the Executive Board 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 appointed Chairman of the Board of Directors. He was Chairman of the Board of Directors of Odontoprev SA, Member of the Board of Directors of ArcelorMittal Brasil, Member of the Strategic Committee of Vale SA, President of the Marketing and Funding Committee of the Brazilian Association of Real Estate Loans and Savings Companies - ABECIP, President of the Associação Nacional da Previdência Privada (National Association of Pension Fund) - ANAPP, President of the National Supplementary Health Federation - FENASAÚDE, President of the Council of Representatives and of the 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 Companies, Member of the Board of Directors and Advisory Board of FEBRABAN - Brazilian Federation of Banks and Member of the Association Internationale pour I‘Etude de I‘Economie de I‘Assurance - Association of Genève , Geneva, Switzerland.
Samuel Monteiro dos Santos Junior: Mr. Samuel Monteiro dos Santos Júnior, nominated for reelection as a member of the Board of Directors, holds a law degree from the Cândido Mendes Faculty of Law, in Business Administration and Accounting Sciences 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 SA, Odontoprev SA, a publicly traded company and Brasildental Operadora de Planos Odontológicas 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 SA and its subsidiaries. Until 03/31/2011, he held the position of Vice Chief Executive of the companies that make up Grupo Bradesco. Mr. Samuel held positions in the management of companies belonging to the Grupo Bradesco de Seguros e Previdência, of which the controlling company is Bradesco Seguros SA, which owns, as parent company, Bradseg Participações SA.
Ivan Luiz Gontijo Junior: Mr. Ivan Luiz Gontijo Junior, appointed to the position of deputy member of Mr. Luiz Carlos Trabuco Cappi on the Board of Directors, holds a law degree from the Catholic University of Petrópolis. Legal Officer of the Grupo Bradesco Seguros. Former professor of Commercial Law at the Catholic University of Petrópolis and Professor of Insurance Law at the Cândido Mendes Faculty of Law. General Director of Bradesco Seguros, Bradesco Capitalização SA, Bradseg Participações SA, Mediservice Operadora de Planos de Saúde SA Bradesco Saúde SA, Bradesco Vida e Previdência SA, 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 is a member of the Board of Directors, as a Deputy Member, of IRB-Brasil Resseguros SA, a Deputy Member, of the Brazilian Service Management Company and of Brasildental Operadora de Planos Odontológicas and a full member of Odontoprev SA.
Andrea Cristina de Lima Rolim: Andrea Rolim has over 25 years of experience in business and market management, with an emphasis on the consumer goods, retail and healthcare sectors. She presents a history of success with a focus on business growth and profitability, design and execution of strategies, development of high performance teams. Her experience also extends to M&A projects and integration of processes and systems, organizational architecture and development of key capabilities. She has as a brand, a strong leadership profile, spreading values and behaviors for the construction of collaborative leaderships, with exceptional results of organizational engagement. She reconciles executive life with that of advisor, having worked in companies such as Unilever, Grupo Pão de Açúcar, Yum!Brands, Glaxo SmithKline and currently Kimberly-Clark. Her experience in Operational Risk Management in her work at Glaxo SmithKline and in her current journey at Kimberly-Clark stands out. Since 2013, Andrea Rolim has been part of the WCD (Women Corporate Directors), one of the largest organizations in the world in Boards, with operations in more than 8,500 public and private companies. She worked for 5 years in a family company in the cosmetics and perfumery area as an Advisory Board Member. Andrea has a degree in Economics from PUC - Pontifical Catholic University of São Paulo and has participated in several educational programs taught by important universities and companies worldwide. Main areas of study: Strategy, Innovation, Communication, Brand, Financial Management and Value Creation, General Management, Leadership and Coaching. What inspires her most is to contribute to the development and growth of a company with a collaborative work environment, which favors the development of people and creativity in solving problems. She firmly believes that these companies tend to build high-performance teams based on engagement and, therefore, deliver a more ambitious vision and better results.
Rachel Ribeiro Horta: Rachel Horta is a serial entrepreneur, investor and mentor of science and technology startups with a proven track record of working in the technology and healthcare industry. Expert in strategy and innovative business models, artificial intelligence, entrepreneurship and marketing. She founded and led Hekima - an applied artificial intelligence startup, acquired by iFood Delivery, in 2020, Grupo Pró-Criar de Medicina Assistida, acquired in 2018 by the Spanish group EUGIN, Mapa Digital - consulting and research in digital environments, Tom Comunicação - agency advertising and Intelligence Consulting and Market Intelligence. Independent member of the Board of Omega Geração de Energia. Advertising with MBA in Marketing from IBMEC, specialization in Innovation & Entrepreneurship from Stanford University and Postgraduate in Neuroscience and Behavior from PUC-RS.
João Roberto Teixeira: João Teixeira since December 2018 is President of Copersucar S/A, 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 Directors LOGUM management [partnership between Copersucar, Raízen, Petrobrás and Uniduto]. Also at Coopersucar, he is responsible for managing financial and operational risks due to the complexity of the Companys operations. 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 an advisor and today he is vice president of the Board of Directors of brMalls and 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 the 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, venture capital and impact businesses. He was President of Banco Votorantim S/A from 2011 to November 2016, a period in which he also served as a Director of Febraban (Brazilian Federation of Banks). He was Vice Chief Executive of Grupo Santander in Brazil and Banco ABN AMRO Real S/A from 2002 to 2011, being responsible for the Corporate & Investment Banking in Brazil (CIB) and Wholesale Bank areas. Also noteworthy is his experience in financial risk management and his entire career in the financial market. Between 2007 and 2010 he served as a member of the board of ANBIMA (Brazilian Financial and Capital Markets Association). He also served as Head of Investment Banking - Brazil at Dresdner Kleinwort Wasserstein between 1995 and 2002, was an advisor to Minister Fernando Henrique Cardoso at the Ministry of Economy in 1993 and Professor at 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 earned a Master of Business Administration (MBA) from the London Business School in 1995 and participated in the Executive Program at Singularity University in 2018.
Raul Calfat: Raul Calfat has been Chairman of the Board of Directors of Aché Laboratórios Farmacêuticos SA, since September 2018. In May 2015, he became an independent member of the Board of Directors of Duratex SA, where he also acts as Coordinator of the Audit and Risk Committee. He has been an independent board member at Embraer since April/2017 and currently holds the position of vice president, where he also acts as coordinator of the Strategy Committee and member of the Audit and Risk Committee. He has been an independent member of the Advisory Board of China Three Gorges Brasil since January/2021. He also holds the position of Senior advisor in the following companies: RGE Pte Ltd in Singapore and Bracell SP Celulose Lda., Since March/2020; Macquarie Serviços Agrícolas Participações Ltda, since January/2020.He was a member of the Board of Hospital Sírio-Libanês from 2015 to 2020. From January 2014 to April 2019, he was Chairman of the Board of Directors of Votorantim SA. From December 2009 to December 2018, he was a member of the Board of Directors of Fibria Celulose SA. From January 2010 to December 2013, he served as CEO of Votorantim Industrial and led the Group‘s cement, metals and mining, cellulose, steel, orange juice and energy areas, with important performance related to Operational Risk Management in the different fronts of the Companys operations. Between 2004 and 2010 he was General Director of the holding company‘s corporate area. Before that, between 1995 and 2003, he was President of Votorantim Celulose e Papel (now Fibria) and President of Papel Simão from 1987 to 1992, the company where he began his career as a trainee in 1973. Business Administrator graduated in 1974 from Fundação Getúlio Vargas, with specialization courses from IMD (International Institute for Management Development), in Switzerland and Harvard, Boston / USA. He chaired the São Paulo Pulp and Paper Association from 1993 to 1995 and was Vice-President of the Brazilian Pulp and Paper Association (Bracelpa), from 1996 to 2004.
Manoel Antonio Peres: Mr. Manoel is the Chief Executive Officer of Bradesco Saúde SA and Mediservice Operadora de Planos de Saúde SA and the General Director of Bradesco Saúde SA. He was an Officer of Bradesco Dental SA (incorporated by Odontoprev SA). 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 Officer of Hospital Sírio Libanês de São Paulo, in 2006; Director of Sul América Seguros, from August 2001 to August 2005 and Technical Operational Director of Medial Saúde SA, from January 1998 to August 2001.
Mauricio Machado de Minas: Mauricio Minas Joined Banco Bradesco SA in July 2009, as Managing Executive Officer. In January 2014, he was elected Vice Chief Executive Officer. From March 2018 to January 2019, he accumulated the position of Member of the Board of Directors and Vice Chief Executive Officer. As of January 2019, he became only a member of the Board of Directors. Graduated in Electrical Engineering from the Polytechnic School of the University of São Paulo - Poli / USP. And with a Specialization in Data Communication and Software Development by NCR USA, in addition to the University Extension Course in Finance at Wharton Business School, in the USA and Executive Development Programs by Columbia University - New York, USA and for Corporate Council of the Board of Directors, by Harvard Business School, Boston, USA. He is currently a member of the Ruling Body and Managing Officer of Fundação Bradesco, of the Advisory Board of IBM Corporation, of the Board of Directors of B3 SA - BRASIL, BOLSA, BALCÃO, of the Board of Directors of Bradespar SA, of the Board of Directors of Bradseg Participações SA, the Board of Directors of Bradesco Saúde SA, the Board of Directors of Next Tecnologia e Serviços Digitais SA, 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 Processadora SA, Member of the Board of Directors of NCR Brasil - Indústria de Equipamentos para Automação SA, Member of the Board of Directors of Fidelity Processamento e Serviços SA, Member of the Board of Directors of Aquarius Participações SA, Member of the Board of Directors of Chain Serviços e Contact Center SA, Member of the Board of Directors of MPO - Processadora de Contas Móveis SA, Vice Chief Executive of CPM Braxis SA, Director of Support Services for the group of Brazilian IT companies Eletrodigi, Flexidisk and Polymax and Senior Analyst at Banco Itaú SA.
Octavio de Lazari Junior: 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 SA in 1978. He was elected Deputy Executive Director of Bradesco SA in 2012, Managing Executive Director in 2015 and Vice Chief Executive Officer in 2017. He is a specialist in Financial Strategies and Marketing at Fundação Instituto de Administração - FEA/USP, Financial Management at Fundação Getúlio Vargas - FGV and Strategies in Finance at Fundação Dom Cabral, having completed the AMP - Advanced Management Program - given by IESE Business School - University of Navarra, São Paulo and is currently Chief Executive Officer of Bradesco SA.