Committees

According to the Company’s Bylaws, the Board of Directors will be advised by consulting committees governed by internal rules. The Committees’ members may also be members of the Board of Directors.

Audit Statutory Committee

According to the Company’s Bylaws, the Audit Statutory Committee will have at least three (3) and at most five (5) members, with alternate terms of office of up to 3 (three) years, nominated and removed by the Board of Directors, according to the criteria and conditions established by the Internal Rules approved by the Board of Directors, with one (1) of the members also a member of the Board of Directors and not a member of the Executive Board; the other members cannot be linked to the Company’s Management. The Audit Statutory Committee is partially renewed every year. The Committee is responsible for advising the Board of Directors, regarding the exercise of its audit and inspection functions.

Audit Statutory Committee Composition:

Name Office
Henrique José Fernandes Luz Chair - Board Member

Mr. Luz has had a career of over 40 years as an independent auditor, partner and member of the executive leadership committee, in Brazil and South America, for 24 years, in a Big 4 firm. He holds a degree from the Rio de Janeiro’s Political and Economic Sciences School, he has attended several postgraduate courses and executive programs at Harvard, Darden, Singularity University, Duke, Universidad de Buenos Aires, University of Ontario, and others. He has an extensive experience as an independent member on Boards of Directors, among them, presently, Grupo Maringá, Burger King Brasil, Oi S.A. and Cellera Farma, where he holds the position of Chairman of the Board of Directors. He is a member of the Board of Directors of the IBGC where he served, from 2019 to 2021, as Chairman. He is Vice President of the Board of Directors of the Museum of Modern Art of São Paulo and member of the boards of MAM Rio and the Dorina Nowill Foundation for the Blind. He is a permanent member of Chair 59 of the Brazilian Academy of Accounting Sciences. Speaker and columnist for the magazines Capital Aberto and Plurale.

Roberto Westenberger Member

Partner at the consulting company RW Gestão Empresarial, acting in the training of executives, in the development of innovative products for the insurance market and in big data. He held the position of Superintendent of the Superintendence of Private Insurance – SUSEP from 2014 to 2016, working for the modernization of the autarchy, having been chosen as one of the 100 most influential personalities in the Brazilian economic context, in 2015, by Forbes magazine. He was a partner at PriceWaterHouseCoopers -PwC, from 2008 to 2013, having implemented the actuarial consultancy and insurance management unit (AIMS), advising insurers and pension funds in Brazil. He also served as Managing Partner of Tillinghast – Towers Perrin, having implemented the Insurance Division (Tillinghast) in Brazil, being responsible for all the company’s operations in the country, as well as acting as Regional Director for Latin America. He holds a PhD (Ph.D) in Actuarial Sciences from The City University – London, with a Master’s (M.Sc.) in Applied Statistics from the Institute of Pure and Applied Mathematics (IMPA) – Rio de Janeiro, and a degree in Actuarial Sciences from the Federal University of Rio de Janeiro (UFRJ) – Rio de Janeiro and in Electrical Engineering by the Military Engineering Institute (IME) – Rio de Janeiro.

Jerônimo Antunes Member

Serves as Independent Board Member and Chairman of the Statutory Audit Committee of the Companhia do Metropolitano de São Paulo – Metrô since 06/2018 and member of the Audit Committee at Paranapanema S.A. since 2017. He is a professor in the undergraduate course in Accounting at FEA/USP since 2001, member of the Audit and Accounting Expertise Laboratory of FIPECAFI/FEA/USP, since 2005 and member of the Board of Trustees of the Institute for Accounting, Actuarial and Financial Research – FIPECAFI since 2017. Expert-Accountant in several disputes, with performances in the Arbitration and Mediation Chambers of CIESP-FIESP, OAB and the Brazil-Canada Chamber of Commerce, as well as in the Judiciary Branch since 2007. He served as a member of the Audit Committee, Board of Directors and Fiscal Council of several companies such as Petrobras, BR Distribuidora , Sabesp, Companhia Brasileira de Distribuição and Vila Velha Participações. He was a partner-director of Antunes Auditores Associados from 09/2002 to 05/2015 and of the Triad Auditores from 04/1989 to 08/2002. He holds a PhD and a Master’s degree in Controllership and Accounting from FEA-USP.

José Octávio Vianello de Mello Member

Mr. Mello has solid corporate and company management experience, with 30 years of professional experience, involving the command of the areas of Controllership, Administration, Finance, Planning, Human Resources, Accounting, Auditing and IT, in national and multinational companies, and with great experience in M&A projects, purchase and sale of companies. He has experience as an Independent member of the Board of Directors and Fiscal Council of large companies, notably: Atlas Indústria de Eletrodomésticos Ltda. since 2016, Prometheus Desenvolvimento de Inteligência Artificial Ltda. from 2017 to 2019, Seta Engenharia Ltda. from 2017 to 2018, Marini Reflorestamento e Compensados ​​since 2019 and Educational Administrator Novo Ateneu from 2015 to 2016. He also performed several functions in the Unipar Group, from 2001 to 2014, with emphasis on the Chief Executive Officer (CEO) of Unipar Holding/Unipar Carbocloro from 2008 to 2014. Previously, he was Partner-Director at an independent audit firm (“Big Four”), where he worked for twelve years, in São Paulo, Rio de Janeiro, Curitiba and in the United States. He holds a degree in Accounting and in Business Management from FAAP (1984 and 1986), with an MBA in Business Management from IBMEC (1997) and PGA from Insead (2014).

Louise Barsi Member

Mrs. Louise Barsi holds a degree in Economic Sciences from Universidade Presbiteriana Mackenzie and in Accounting Sciences from Fundação Escola de Comércio Álvares Penteado, and a postgraduate degree in Capital Markets. She is currently pursuing a post-MBA at the Saint Paul School of Business in the Advanced Boardroom Program for Women. Mrs. Louise Barsi also holds the following positions: (i) Board of Directors member of Eternit S.A. since December 2017; (ii) Fiscal Council member of Klabin S.A. since April 2019; (iii) Fiscal Council member of Banco Santander since April 2019; and (iv) Financial and Audit Committees coordinator of Eternit S.A. since April 2018.

Click here to read the Audit Statutory Committee’s Internal Rules.*

Risk & Solvency Committee

The Committee is responsible for advising the Board of Directors, by analyzing, monitoring, and recommending improvements in the Company’s risk management structure.

Risk & Solvency Committee Composition:

Name Office
Antonio Francisco de Lima Neto Chair - Board Member

Antonio Francisco de Lima Neto was an Audit Committee member at Grupo Itaú Unibanco from June 2015 to June 2021 and has been an independent member of the Audit Committee of Itaú CorpBanca (Chile) since 2018. He was Banco Fibra’s Chief Executive Officer (2009 to 2013) and held several positions at Banco do Brasil S.A., including Chief Executive Officer (2006 to 2009); Retail and Distribution Vice President (2005 to 2006); International Business and Wholesale Vice President (2004 to 2005); Commercial Director (2001 to 2004); Executive Head of the Commercial Board (2000 to 2001); State Superintendent of Tocantins office (1999 to 2000) and Regional Superintendent of Belo Horizonte office (1997 to 1999). He served as a Board of Directors member of Brasilprev Seguros e Previdência S.A. (2007 to 2009); Board of Directors member of the Brazilian Federation of Banks (FEBRABAN) (2006 to 2009); Board of Directors member of BB Securities Limited (2004 to 2005); Board of Directors member of Brasilsaúde Companhia de Seguros (2003 to 2005); Board of Directors member of Companhia de Seguros Aliança do Brasil (2001 to 2009) and Board of Directors member of BB Previdência – Banco do Brasil Pension Fund (2000 to 2007). He holds a bachelor’s degree in economics from the Federal University of Pernambuco, and a master’s degree in economics from the Getúlio Vargas Foundation (FGV), São Paulo, Brazil. He participated in the Course for Board Members of the Brazilian Institute of Corporate Governance (IBGC), a Lato Sensu postgraduate degree in Marketing from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), Rio de Janeiro, Brazil and has an MBA in Executive Training by Fundação Dom Cabral, São Paulo, Brazil.

Ivan Gonçalves Passos Board Member

Mr. Passos is an executive with extensive experience in the insurance sector. He has been an Executive Officer of MDS Corretora de Seguros and Herco Consultoria, a Representative Officer in Brazil of Hannover Rückversicherung AG, as well as Vice President of Industrial Risks and Technical Vice President of Sul América Seguros. He has also been a member of the Technical Council of IRB Brasil RE.

Gilberto Frussa Independent Member

Graduated in Law from the University of São Paulo (USP). He has over 26 years of experience in the legal field. From March/2017 to February/2021, he was Corporate Compliance Director at ​​Itaú Unibanco S.A., being responsible for creating and managing the Compliance Department of the Itaú Unibanco Conglomerate, focusing on capturing standards, complying with regulators (especially the Central Bank, CVM and SUSEP), development of policies and governance, analysis of products and incentive models, management of legal, regulatory, socio-environmental and reputational risks, monitoring of the Whistleblower Channel, management of the Code of Ethics, of the Ethics Committees and of the Conglomerate Integrity. As Legal Director for Retail Products and Business at Itaú Unibanco S.A., from October 2015 to March 2017, he was responsible for providing legal advice to the Bank’s retail businesses, focusing on the insurance, pension plan and socio-environmental areas. He participated in the Course for Board Members of the Brazilian Institute of Corporate Governance (IBGC). He has been an alternate member since 2018 of the Evaluation and Selection Committee of the Board of Appeals of the National Financial System; he was a member of the Deliberative Council of Fundação Itaú Unibanco Previdência Complementar from May/2017 to February/2021; Chairman of the Legal Affairs Committee from 2012 to 2015 of the Brazilian Association of Financial and Capital Market Entities – ANBIMA.

Wilson Luiz Matar Independent Member

Graduated in Civil Engineering from the University of São Paulo (USP) and in Business Administration from FEA-USP. With extensive experience in Risk Management, having been responsible for the Corporate Risk, Compliance, Information Security and Business Continuity Plan areas. He was Technical Director of Risk Management at BRASILPREV from July/2014 to August/2019; Statutory Director of Solvency Risks at Banco Santander from February/2006 to July/2014. He has been Coordinator of the Audit Committee of Fundação PREVCOM – SP since 2020, and Technical Advisor of the Fiscal Council of Sicoob Credicitrus – SP since 2021. He was a Member of the Risk Committee of CNSEG from 2014 to 2019; Member of the Sub-Commission of Risks of SUSEP representing Fenaprevi and Brasilprev from 2014 to 2019; Member of the Febraban Risk Committee representing Banco Santander from 2011 to 2014; Chairman of the Fiscal Council of Banesprev (Welfare of Banespa Employees) from 2006 to 2014; Member of the Deliberative Council of Sanprev (Banco Santander Employee Pension Plan) (2006 to 2008 and 2010 to 2011); and Alternate member of the Fiscal Council of CESP representing Banespa from 2003 to 2004.

Click here to read the Risk & Solvency Committee’s Internal Rules.*

Underwriting Policy & Monitoring Large Claims Committee

This Committee analyzes the Domestic Subscription Policy, the Policy on the Acceptance of Risks Abroad and the Retrocession Policy of IRB Brasil RE, in compliance with the guidelines established by the Company’s and Board of Directors.

Underwriting Policy & Monitoring Large Claims Committee Composition:

Name Office
Ivan Gonçalves Passos Chair - Board Member

Mr. Passos is an executive with extensive experience in the insurance sector. He has been an Executive Officer of MDS Corretora de Seguros and Herco Consultoria, a Representative Officer in Brazil of Hannover Rückversicherung AG, as well as Vice President of Industrial Risks and Technical Vice President of Sul América Seguros. He has also been a member of the Technical Council of IRB Brasil RE.

Antônio Cássio dos Santos Chairman- Member of the Board of Directors

An economist, he has two MBAs: in Brazil from IBMEC/SP and in the United States from Vanderbilt University/Tennessee, where he also obtained a specialization in Latin American Affairs; He studied Master’s in Psychotherapy at Escola Paulista de Psicodrama; Post Master in Global Business at IESE Madrid; specializations from the London Business School in Business Leadership and Digital Transformation, from the IMD Lausanne in Diversity and Inclusion, from the Cambridge School in Sustainability, and in Applied Quantum Physics Access Bar from Consciousnesses USA. It also concluded the Best Practices Course for the Board of Directors, Audit Committee and IRB Managers’ Responsibility, taught by the Brazilian Institute of Corporate Governance (IBGC). Elected 4 times “Executivo de Valor” as the best CEO in the Sector by Jornal Valor Econômico; and one of the 5 most influential executives in Latin America in the Sector by Insurance Business Review. With more than 40 years of experience in the area, he chaired the National Federation of Life and Pensions at the beginning of the last decade. Among the main positions he has held are: (i) before joining the IRB and in the last 5 previous years he held positions on the Board at various units worldwide at Assicurazioni Generali SpA, where, until March 2020, he held the position of CEO for the Americas and Southern Europe Regions; (ii) He was CEO of Zurich Insurance Group for Latin America, when he also held the position of Chairman for Latin America and Member of the World Advisory Board of the company from 2011 to 2015; (iii) as Executive Chairman, he chaired Grupo Mapfre Brasil Seguros between 2000 and 2011; (iv) worked at Whirlpool in various senior management positions in Brazil and the United States between 1992 and 2000; (v) between 1979 and 1992, he developed his career through several companies in the sector, from the position of “clerk” to reaching the position of CFO at the age of 24. In addition, it is a representative member of Brazil in the Genéve Association, an important entity that brings together relevant personalities from the insurance world and considered the main “think tank” in the sector.

Hugo Daniel Castillo Irigoyen Board Member

Mr. Irigoyen has had a long and successful career in the reinsurance business having worked in technical areas involving claims (at insurance companies) and underwriting (at reinsurance companies) and has held national and regional leadership positions in various parts of the world at global companies (Munich Re and General Re), which are considered good schools for reinsurance. He is familiar with the latest industry trends in the regulatory, business and innovation areas. He held a number of significant positions at General Reinsurance AG, from 2003 until March 2020, including: Regional head of P&C for Latin America, Spain and Portugal, from 2017 to 2020; Member of the Global Executive Board and Executive Vice President for P&C Treaty in Continental Europe, the Middle East, South Africa and Latin America, from 2007 to 2017; CEO of Gen Re – Mexico, from 2003 to 2020; Senior Vice President – Regional Head for Continental Europe, Africa and Latin America – Gen Re, from 2003 to 2007; General President of Cologne Re Corrduria de Seguros – Spain and Managing Officer and Member of the Executive Board at General Re Sur – Argentina. He has also worked at Munich Re Canada, Bradesco and Sulamerica Seguros. He holds a bachelor’s degree in Civil Engineering from PUC Rio Grande do Sul and an MBA from Queens University; Ontario, Canada (1984).

Artur Luiz Souza dos Santos Independent Member

Civil Engineer with specialization in Hydraulic Works and Sanitation from the Federal University of Rio de Janeiro and graduated in Law from the Bandeirante University of São Paulo. Executive with 45 years of work in the Insurance Market in Brazil, having held management positions in several companies in the sector, with a history of coordinating teams from technical and operational areas, and with experience of participating in various committees of the institutional entities of the segment. He holds the position of Vice President of Operations responsible for the technical, claims, IT, HR and Legal areas at Pamcary Seguros since 2011. He was General Director of Industrial Risks and Director of Transport Insurance at Mapfre Seguros Gerais (2005-2011) and Technical Director Pamcary Seguros (1995-2005).

Isaac Szpiz Independent Member

Mechanical Engineer graduated from the National School of Engineering. He worked for 29 years with expertise and regulations: (i) acting in claims regulation and risk inspections processes, exclusively for Insurance Companies and Reinsurers, in more than 5,000 lawsuits related to small, medium and large Risks, of the Elementary Lines (fire, windstorm, flooding, electrical damage), Cargo, Engineering Risks, Named Risks, Operational Risks, Miscellaneous Risks, Civil Liability, Business Interruption and Insurance Guarantee; (ii) preparation of Expert Reports containing the investigation of causes and effects, analysis of coverage, as well as calculation of losses (properties, machines, equipment, inventories of goods/raw materials), values ​​at risk, depreciation and indemnities.

Click here to read the Underwriting Policy & Monitoring Large Claims Committee’s Internal Rules.*

Investments, Capital Structure and Dividend Committee

This Committee analyzes financial transactions, recommends actions to improve financial management and monitors the implementation of these measures, reporting the results to the Board of Directors according to the deadlines established by this collegiate body.

Investments, Capital Structure and Dividend Committee Composition:

Name Office
Jorge Lauriano Nicolai Sant’anna Chair– Board Member

Mr. Sant’anna has over 35 years of professional experience in business development, corporate transformations and Business Unit implementations, in several business segments. Great experience in the financial, capital and insurance markets where he served as Executive Officer and CEO in several companies and banks. Founder and current Chairman of the Board of Directors of CRT4 – Securities and Assets Registration Center. Founder and current CEO of BMG Seguros, an insurance company specialized in the Guarantee Insurance segment that started operating in 2016. Reporting directly to New York and covering all Citibank’s Business and Functions in Brazil, he was responsible for coordinating the Management process Expenses Matrix, Strategic Sourcing Procurement, Process Reengineering and Organizational Structures Optimization Projects. Responsible for the Coordination of the “Brazil Expense Management Program”, which in 2012 provided a reduction of US$150 million in the Bank’s cost base in relation to 2011. As Executive Officer he was responsible for the restructuring process of CETIP S.A. – Balcão Organizado Assets and Derivatives in all its dimensions, carried out from 2004. In 2010 he led the demutualization process and the Company’s IPO. He led the restructuring of IOB Thomson, after its acquisition by the Thomson Group, developing and implementing a new organizational concept from both a market and an operational point of view. As Executive Officer of Agencia Estado – OESP, he was responsible for implementing a new operations strategy, involving the areas of corporate business, commercial, marketing, product development, IT and infrastructure.

Marcio Moreira Lima Simas Independent Member

Mechanical Engineer from the Pontifícia Universidade Católica of Rio de Janeiro (PUC/RJ), with courses at the Euro Money Institute of Finance and Securities Training Corporation, in the United States. He held the positions of CEO (Chief Executive Officer), Managing Director and Partner (2010-2019) at Icatu Vanguarda, CIO (Chief Investment Officer) and Senior Portfolio Manager (2009-2010) at Icatu Hartford, Head of the International Bureau and Senior Portfolio Manager of Gap Asset Management (2005-2009) and Head of the International Bureau and Senior Portfolio Manager of Banco Icatu (1995-2005).

Thaís Ricarte Peters Independent Member

Master in Business Economics, with an emphasis on Finance from Escola Católica de Brasília. Graduated in Economic Sciences from the University of Brasília, with a postgraduate degree in Financial Market and Investments from the same institution. Executive Commercial and Product Director of Caixa Econômica Federal since 2020, having held several positions within the company: Vice President of Administration and Management of Third Party Assets (2019), National Superintendent of Financial Planning (2017-2019), National Manager of Management of Assets and Liabilities (2007-2016), Analyst in the National Management of Support to Lotteries and Games (2005-2007) and Banking Technician in the National Management of Financial Control and Information (2003-2005).

Click here to read the Investments, Capital Structure and Dividend Committee’s Internal Rules.*

Remuneration, Nomination & D&I Committee

This Committee assists the Board of Directors in creating and conducting the Company’s People Management policies and strategy.

Remuneration, Nomination & D&I Committee Composition:

Name Office
Hugo Daniel Castillo Irigoyen Chair– Board Member

Mr. Irigoyen has had a long and successful career in the reinsurance business having worked in technical areas involving claims (at insurance companies) and underwriting (at reinsurance companies) and has held national and regional leadership positions in various parts of the world at global companies (Munich Re and General Re), which are considered good schools for reinsurance. He is familiar with the latest industry trends in the regulatory, business and innovation areas. He held a number of significant positions at General Reinsurance AG, from 2003 until March 2020, including: Regional head of P&C for Latin America, Spain and Portugal, from 2017 to 2020; Member of the Global Executive Board and Executive Vice President for P&C Treaty in Continental Europe, the Middle East, South Africa and Latin America, from 2007 to 2017; CEO of Gen Re – Mexico, from 2003 to 2020; Senior Vice President – Regional Head for Continental Europe, Africa and Latin America – Gen Re, from 2003 to 2007; General President of Cologne Re Corrduria de Seguros – Spain and Managing Officer and Member of the Executive Board at General Re Sur – Argentina. He has also worked at Munich Re Canada, Bradesco and Sulamerica Seguros. He holds a bachelor’s degree in Civil Engineering from PUC Rio Grande do Sul and an MBA from Queens University; Ontario, Canada (1984).

Cibele Castro Independent Member

Graduated in Psychology at the Universidade Católica of Santos, having attended an International MBA, with a postgraduate degree in Neuroscience and Behavior/PUCRS 2020 and certified in Innovation by the Global Innovation Management Institute – 2020, also having fluent English and Spanish. In addition, She has 20 years of experience in executive positions, having worked in multinational companies, such as: GE, AES, General Motors and Philip Morris; as well as in family companies, such as: Abril Midia, Latam Airlines and InterCement. In addition, she has experience in managing several areas: People (HR), IT, Supplies and Logistics, Support Services and R&D/ Energy Efficiency. In a previous position, she was responsible for a budget of R$280 million and a payroll of R$4 billion, also achieving success in consolidating culture in the post-merge environment. Mrs. Cibele Castro has been a member of the board of directors experienced and certified by the IBGC since 2017, having participated in the 3rd class of the IBGC mentoring program, with training in Governance in Family Businesses by the same institute.

Click here to read the Remuneration, Nomination & D&I Committee’s Internal Rules.*

Ethics, Sustainability and Governance Committee

This Committee determines and proposes corporate governance practices at all levels of the Company regarding the relationship between shareholders, Management and stakeholders, aiming at optimizing performance and sustainably expanding the Company’s economic and social value.

Ethics, Sustainability and Governance Committee Composition:

Name Office
Ellen Gracie Northfleet Chair - Board Member

Ms. Northfleet has a Law degree from the Federal University of Rio Grande do Sul – UFRGS, with a postgraduate degree in Social Anthropology, from the same university. She was a fellow of the US Government’s Fulbright Foundation – Hubert Humphrey Fellowship Program, with academic affiliation to the American University, Washington DC School of Public Affairs – Department of Justice, Law & Society, where she studied Complex Organizational Theories in Court Systems and Legal Organizations, and Court Management Practices. She has held the positions of Federal Prosecutor (1973-1989), Judge of the Federal Court of the 4th Region (1989-2000), Minister of the Federal Supreme Court (2000-2011) and Minister of the Superior Electoral Court. She has served as President of the Federal Court of the 4th Region (1996-1998), President of the Federal Supreme Court (2006-2008), and President of the National Justice Council (2006-2008). She is a member of the board of directors of different entities, such as the following: The World Justice Project, the International Center for Arbitration for Sports – ICAS, and the International Council for Commercial Arbitration – ICCA. She was also a member of the World Bank’s Sanctions Board. In addition, she has also been a member and chaired Independent Investigation Committees created to supervise internal investigations conducted within the scope of Petrobras and Eletrobrás. She also chaired the Independent Committee of Vale to investigate causes and possible responsibilities in the context of the breach of Dam I of the Córrego do Feijão mine, in Brumadinho – MG. She is a member of the Technical Council of the National Federation of Trade in Goods, Services and Tourism (CNC), of the Legal Council (CONJUR) of the Federation of Industries of the State of São Paulo (FIESP), and is also a member of the Brazilian Arbitration Committee (CBAr). She is currently Vice-President of the Chamber of Conciliation, Mediation and Arbitration of CIESP/FIESP, in addition to acting as a lawyer in private practice and integrating the list of arbitrators of the Market Arbitration Chamber (CAM/B3). At IRB-Brasil RE, she acts as coordinator of the Ethics, Sustainability and Governance Committee.

Antonio Francisco de Lima Neto Board Member

Antonio Francisco de Lima Neto was an Audit Committee member at Grupo Itaú Unibanco from June 2015 to June 2021 and has been an independent member of the Audit Committee of Itaú CorpBanca (Chile) since 2018. He was Banco Fibra’s Chief Executive Officer (2009 to 2013) and held several positions at Banco do Brasil S.A., including Chief Executive Officer (2006 to 2009); Retail and Distribution Vice President (2005 to 2006); International Business and Wholesale Vice President (2004 to 2005); Commercial Director (2001 to 2004); Executive Head of the Commercial Board (2000 to 2001); State Superintendent of Tocantins office (1999 to 2000) and Regional Superintendent of Belo Horizonte office (1997 to 1999). He served as a Board of Directors member of Brasilprev Seguros e Previdência S.A. (2007 to 2009); Board of Directors member of the Brazilian Federation of Banks (FEBRABAN) (2006 to 2009); Board of Directors member of BB Securities Limited (2004 to 2005); Board of Directors member of Brasilsaúde Companhia de Seguros (2003 to 2005); Board of Directors member of Companhia de Seguros Aliança do Brasil (2001 to 2009) and Board of Directors member of BB Previdência – Banco do Brasil Pension Fund (2000 to 2007). He holds a bachelor’s degree in economics from the Federal University of Pernambuco, and a master’s degree in economics from the Getúlio Vargas Foundation (FGV), São Paulo, Brazil. He participated in the Course for Board Members of the Brazilian Institute of Corporate Governance (IBGC), a Lato Sensu postgraduate degree in Marketing from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), Rio de Janeiro, Brazil and has an MBA in Executive Training by Fundação Dom Cabral, São Paulo, Brazil.

Henrique José Fernandes Luz Board Member

Mr. Luz has had a career of over 40 years as an independent auditor, partner and member of the executive leadership committee, in Brazil and South America, for 24 years, in a Big 4 firm. He holds a degree from the Rio de Janeiro’s Political and Economic Sciences School, he has attended several postgraduate courses and executive programs at Harvard, Darden, Singularity University, Duke, Universidad de Buenos Aires, University of Ontario, and others. He has an extensive experience as an independent member on Boards of Directors, among them, presently, Grupo Maringá, Burger King Brasil, Oi S.A. and Cellera Farma, where he holds the position of Chairman of the Board of Directors. He is a member of the Board of Directors of the IBGC where he served, from 2019 to 2021, as Chairman. He is Vice President of the Board of Directors of the Museum of Modern Art of São Paulo and member of the boards of MAM Rio and the Dorina Nowill Foundation for the Blind. He is a permanent member of Chair 59 of the Brazilian Academy of Accounting Sciences. Speaker and columnist for the magazines Capital Aberto and Plurale.

Israel Aron Zylberman Independent Member

Mr. Israel Aron Zylberman holds a degree in Industrial Metallurgical Engineering from the School of Engineering at Mackenzie University (1970), with a specialization in Corporate Governance from the Brazilian Institute of Corporate Governance (2006 and 2021) and an MBA from FIA/FEA-USP (2003). He is currently Executive Director of the Cyrela and SYN Institutes, serves on the support committees for the boards of Cyrela, IGUÁ Saneamento, Urbem S.A. and the Company itself, as well as sits on the boards of directors of Urbem S.A., MBM-Movimento Bem Maior, Instituto Liberta, Instituto Jatobás and Instituto Avon.

Rafael Mendes Loureiro Independent Member

Mr. Rafael Mendes Loureiro is a lawyer at the international firm Simpson Thacher & Bartlett and works mainly in conducting internal investigations and providing legal advice regarding FCPA (Foreign Corrupt Practices Act), compliance, anti-corruption measures and international trade sanctions. He has experience with high profile clients as well as US and local authorities. Mr. Rafael conducted internal investigations linked to the SEC and DOJ for clients in Brazil, the United States, Argentina, Mexico, Nigeria and South Africa, among them, companies in oil, energy, mining, food, financial and military sectors. Mr. Rafael holds a law degree from the Milton Campos Law School and an LL.M. by Georgetown University Law Center. He has the New York State Bar and is licensed as a foreign legal advisor in Brazil.

Click here to read the Ethics, Sustainability and Governance Committee’s Internal Rules.*

(*) information available in Portuguese only