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 a unified term of one (1) year, 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 the majority of the members must be independent, in accordance with the regulations issued by the CVM, with at least one (1) member being a member of the Board of Directors who does not participate in the Executive Board, and at least one (1) member having recognized expertise in corporate accounting matters, as per the regulations issued by the CVM. 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
Wilson Toneto Coordinator

Mr. Wilson Toneto has been a member of the Board of Directors of IRB(Re) since 2023. He joined the company in 2020 as Risk, Compliance, and Legal Vice President, and later served as Technical and Operations Vice President from 2020 to 2023. In 2021, he held the position of Interim CEO. Mr. Toneto holds a degree in Accounting, an MBA in Business Management from the University of Navarra (Spain), and certification as a Board Member from IBGC (2019). He has over 30 years of experience in the insurance and reinsurance market, serving in various executive roles across Administrative, Financial, Technical, Human Resources, Legal, Technology, and Audit departments. He spent 32 years with the MAPFRE Group, where he was a member of the Global Executive Committee. Mr. Toneto served as Chairman of the Board of Directors for the BB MAPFRE Insurance Group from 2011 to 2018 and for Seguradora Líder DPVAT from 2019 to 2020. He was the CEO and Chairman of MAPFRE Brazil from 2011 to 2018. Additionally, he held the positions of Director and Vice President of CNSEG and Director of the Spanish Official Chamber of Commerce in Brazil during 2011 to 2018.

Bruno Camara Soter da Silveira Board Member

Bachelor of Laws from the Pontifical Catholic University of Rio de Janeiro. Founder, Partner in the M&A area and first Managing Partner of Barbosa, Müssnich & Aragão – BMA (1995 – 2009). Between 2011 and 2014 he was partner and COO of Lazard Assessoria Financeira. Between 2014 and 2016 he was President of Libra Participações e Investimentos and since 2016 he has been a founding partner of Sinchro Partners, a financial advisory boutique specializing in M&S operations and special situations. He was an independent member of the Board of Directors of OEC – Odebrecht Engenharia e Construção (2020 to 2022), President of the Board of Directors of GRU Airport (2021), member of the Board of Directors of Invepar – Investimentos e Participações, Member of the Independent Committee of COSAN Logistics (2020) and Deputy Director – FGV Direito Rio at Fundação Getúlio Vargas (2003-2005). Mr. Bruno Camara Soter da Silveira does not hold positions in other companies or third sector organizations. The executive declares that: (i) he has not been subject, in the last five years, to a criminal conviction, a conviction in an administrative proceeding by the CVM, BACEN or SUSEP, and a final and unappealable conviction, at the judicial or administrative level, which the has been suspended or disqualified from carrying out professional or commercial activity; and (ii) is not considered a politically exposed person, under the terms of CVM Resolution No. 50/21.

José Octávio Vianello de Mello Independent Member

Mr. Mello has solid 30 years of corporate management experience, involving the leadership of the Controlling, Administration, Finance, Planning, Human Resources, Accounting, Auditing and IT areas, in national and multinational companies, and with large experience in M&A projects, purchase and sale of companies. Experience as an independent member of the Board of Directors, Fiscal Council and Committees of large companies, such as: Itatiaia Eletro e Móveis S.A. from 2023 to 2024, Oi Telecomunicações since 2023, World Cargo Logística since 2022, Marini Industria de Compensados Ltda since 2019, Telescope Media Company (startup) from 2018 to 2023, Atlas Indústria de Eletrodomésticos Ltda. from 2016 to 2021, Day Brasil S.A from 2016 to 2018, Laura Bot from 2017 to 2019, Seta Engenharia Ltda. from 2017 to 2018, Administradora Educacional Novo Ateneu / Unicuritiba from 2015 to 2016. Performed several functions in the Unipar Group from 2001 to 2014, with emphasis as 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 Business Management from FAAP (1984 and 1986), with an MBA in Business Management from IBMEC (1997) and PGA from Insead (2014).

Louise Barsi Board Member

Mrs. Louise Barsi holds a Economics from Universidade Presbiteriana Mackenzie and in Accounting from Fundação Escola de Comércio Álvares Penteado, she holds a postgraduate degree in Capital Markets and an Advanced Boardroom Program for Women (Post-MBA) from Saint Paul Escola de Negócios. A professional investor, Independent Certified National Investment Professional Analyst, and co-founder of the fintech Ações Garantem Futuro (AGF), she currently serves as a Board Member at Unipar Carbocloro S.A. and a Statutory Audit Committee Member at IRB(Re). Her previous roles include serving as a Board Member and Audit Committee Chair at Eternit S.A., as well as a Fiscal Council Member at Klabin, Banco Santander, AES Brasil, AES Tietê, Enel, and Unipar.

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
Maurício Quintella Malta Lessa Coordinator

Mr. Mauricio Quintella Malta Lessa holds a degree in Law from CENTRO DE UNIVERSITÁRIO CESMAC (1992-1995), with expertise in housing infrastructure, sanitation, transport, ports, civil aviation, mines and energy and major risk management. From 2016 to 2018 he served as Minister of the Ministry of Transport, Ports and Civil Aviation, where he led the structuring of the country’s main infrastructure projects in the area of ​​transport, with relevant work in all modes, coordinating the ministerial teams responsible for financial modeling and of risk mitigation, interacting with the main players in the capital market, including the largest global insurance and reinsurance companies to guarantee predictability and enable the implementation of structuring projects for the country. In addition, he was one of the creators of the Investment Partnership Program (PPI), which is currently the largest concessions, privatization and public-private partnership program in the country.
From 2013 to 2019, he was a Federal Deputy, playing a prominent role in several areas of activity in Parliament: he was party leader, member of the Board of Directors and the main Committees of the House.
Presided over the Inter-Parliamentary Union in the 2015-2016 Biennium; He was the author of more than 500 legislative proposals, influencing the main legislative advances that have occurred over the last two decades in the areas of insurance, capital markets and infrastructure.
From 2019 to 2022, he was Secretary of the Infrastructure Secretariat of the State of Alagoas, where he led the resumption of Alagoas’ main infrastructure projects in the areas of housing and basic sanitation, being the protagonist of one of the biggest success stories of public-private partnerships in the country. Sanitation area in Brazil.
Among his other professional experiences, he was Secretary of State and Municipal in several areas, was a councilor and president of the municipal council of Maceió; He is a federal public servant who has passed a public examination and qualifications examination.
Mr. Mauricio Quintella Malta Lessa does not hold positions in other companies or third sector organizations.

Victoria Eugenia Bejarano de La Torre Board Member

Attorney with a law degree from Universidad de Los Andes in Bogotá, and a specialization in Insurance Law, complemented by an MBA from Purdue University and extensive studies in Philosophy and Literature at Harvard University. With 31 years of experience in the insurance industry, she has deep expertise in reinsurance, corporate insurance, personal lines, and regulatory environments. Her career spans Latin America, the United States, and Spain, with a strong focus on finance, accounting, and innovation in microinsurance. She has held executive leadership roles at companies such as Zurich Insurance and MAPFRE and currently serves as an Non-Executive Director on various insurance and microfinance boards, including Bayport Financial Services and Pacífico Seguros.

Sergio Odilon dos Anjos Independent Member

The Executive has a degree in economics with a Post-Graduation in Derivatives Market from Cornell University NY, with professional experience in State Bodies and was a career employee of the Central Bank, participating since its creation in the Department of Capital Market Regulations (DENOC) later transformed into the then Department of Financial System Regulations, current Department of Financial System Regulation (DENOR); coordinated for 14 years the Central Bank Information Exchange Agreement with the CVM; institutionally represented the Central Bank in several government and market committees; he was a member of the board at BSM, at the Self-Regulation Board at Febraban, at the Board of Certification at Anbima, a compliance consultant and was Chairman of the Regulation Committee at CETIP until the merger with BMF Bovespa.

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

Finance and Investment 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.

Finance and Investment Committee Composition:

Name Office
Louise Barsi Coordinator

Mrs. Louise Barsi holds a Economics from Universidade Presbiteriana Mackenzie and in Accounting from Fundação Escola de Comércio Álvares Penteado, she holds a postgraduate degree in Capital Markets and an Advanced Boardroom Program for Women (Post-MBA) from Saint Paul Escola de Negócios. A professional investor, Independent Certified National Investment Professional Analyst, and co-founder of the fintech Ações Garantem Futuro (AGF), she currently serves as a Board Member at Unipar Carbocloro S.A. and a Statutory Audit Committee Member at IRB(Re). Her previous roles include serving as a Board Member and Audit Committee Chair at Eternit S.A., as well as a Fiscal Council Member at Klabin, Banco Santander, AES Brasil, AES Tietê, Enel, and Unipar.

Antonio Cassio dos Santos Board Member

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.

Silvio Tini de Araújo Independent Member

A native of São Paulo and an entrepreneur, he has led Bonsucex Holding since it was founded in 1982. He holds a Bachelor’s degree in Legal and Economic Sciences and earned both undergraduate and postgraduate degrees in Civil Law from Fundação Armando Álvares Penteado (FAAP). He also completed an executive program in Macroeconomics at the New York Institute of Finance (NYIF). He currently serves as Chairman of the Board of Directors of Terra Santa Propriedades Agrícolas S.A. and as a member of the Board of Directors of Alpargatas S.A., where he also sits on the Finance Committee. He is a Board Member of the São Paulo Museum of Art (MASP), and founder and Honorary Vice President of the Brazilian Museum of Sculpture (MUBE).

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

D&I, Nomination and Governance Committee.

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

Governance, Nomination & D&I Committee Composition:

Name Office
Antônio Cássio dos Santos Coordinator

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.

Pedro Vellinho Englert Board Member

He holds a degree in Business Administration with a concentration in Finance from UFRGS (Federal University of Rio Grande do Sul) and has completed postgraduate studies in Retail and Services at the University of São Paulo and Singularity University (Executive Program). He was a partner at XP Investimentos for 11 years, where he led the commercial division and served as CEO of the InfoMoney portal. Since 2016, he has been a partner and Chairman of the Board at StartSe, the leading business school focused on the new economy, with offices in São Paulo, Silicon Valley, Shanghai, and Miami. In addition, he is a co-founder of NVA Capital, an investment management firm specializing in fintech investments. He has also served on the boards of the Brazilian Fintech Association and the payment solutions company Autopass. Currently, he is Chairman of the Board at Junior Achievement Brazil and serves on the Board of Directors for Junior Achievement Americas.

Henrique F. Luz Board Member

Mr. Henrique José Fernandes Luz has had a career spanning over 40 years as an independent auditor, partner, and member of the executive leadership committee in Brazil and South America for 24 years at a Big 4 firm. He graduated from the Faculdade de Ciências Políticas e Econômicas do Rio de Janeiro and has completed various postgraduate courses and executive programs at Harvard, Darden, Singularity University, Duke, Universidad de Buenos Aires, Ontario University, among others.
He has extensive experience as an independent member of Boards of Directors, currently serving at Grupo Maringá and Oi S.A. He has also served in recent years at Cellera Farmaceutica, where he was Chairman of the Board, and Burger King Brazil. He is a former Board member of the IBGC, where he served as President from 2019 to 2021. Additionally, he is the Vice President of the Board of the Museum of Modern Art of São Paulo and a board member of MAM Rio and the Dorina Nowill Foundation for the Blind. He is a lifetime titular member of Chair 59 of the Brazilian Academy of Accounting Sciences and a speaker and columnist for Capital Aberto and Plurale magazines.

Ellen Gracie Northfleet Independent Member

She graduated in Law from the Federal University of Rio Grande do Sul-UFRGS, with a postgraduate degree in Social Anthropology from the same university. He was a fellow of the US Government Fulbright Foundation ± Hubert Humphrey Fellowship Program, with academic affiliation to the American University, Washington D.C. School of Public Affairs-Department of Justice, Law & Society, where he studied Complex Organizational Theories in Court Systems and Legal Organizations and Court Management Practices. She held the positions of Public 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. He 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 Council of Justice (2006-2008). He serves as a member of the board of directors of several entities, such as: The World Justice Project; International Center for Arbitration for Sports-ICAS; and International Council for Commercial Arbitration-ICCA. He was also a member of the Sanctions Board of the World Bank. In addition, he was a member of and chaired the Independent Investigation Committees created to supervise the internal investigations carried out within the scope of Petrobras and Eletrobrás. He also presided over Vale’s Independent Committee to investigate causes and possible responsibilities in the context of the rupture of Dam I at the Córrego de Feijão mine, in Brumadinho-MG. He 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 being part of the list of arbitrators of the Chamber of Arbitration of the Market (CAM/B3). At IRB-Brasil RE, she coordinates the Ethics, Sustainability and Governance Committee.

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

(*) information available in Portuguese only