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.

Adriana Queiroz de Carvalho Member

Special Advisor to the CNSEG’s CEO, since March 2016. Full Member of the Board of Directors of Banco do Brasil SA – 2013/2014, Full Member of the Fiscal Council of BB Administradora de Consórcios SA – 2008/2009, Full Member of the Board of Directors of BESC and its subsidiaries and of BESCRI – 2004/2007, Full Member of the Fiscal Council of CBTU 1996/2004. Attorney of the National Treasury since 1993 (currently licensed). Studied for a doctorate (without a thesis) in Commercial Law at Federal University of Minas Gerais, holds an MBA in Economic and Business Law from the Fundação Getúlio Vargas in Brasília (2002) and holds a law degree from the University Federal of Minas Gerais (1989).

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).

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
Regina Helena Jorge Nunes Chair – Board Member

Mrs. Nunes has a career of 34 years, including 20 as CEO in Brazil and abroad. Currently, she is a founding partner and CEO of RNA Capital, Director of Iberdrola S.A. Spain, member of the Audit Committee of Iberdrola S.A., member of the Risk and Capital Committee of Banco do Brasil (CORIS) and member of the Compensation Committee of Neonergia. Previously, she held prominent positions at S&P Global Ratings, including CEO in Brazil and Argentina, and also at Banco Cidade, Chase Manhattan Bank and Commercial Bank of New York. Mrs. Nunes was also a Board of Directors’ member of the Neoenergia, CEG/Naturgy, BRC Bogotá Colombia Board, American Chamber of Commerce of Brazil – São Paulo, a member of the Mercado Eletrônico’s Advisory Board, a member of the Financial Committee of Neoenergia and member of the Audit Committee of CEG/Naturgy. At IRB Brasil RE, Mrs. Nunes is a member of the Risks & Solvency Committee and was a member of the Investments, Capital Structure and Dividend 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.

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.

Julio Cesar Moreira Barboza Independent Member

Lawyer working in the areas of Administrative Law and Regulation, with experience in the legal modeling of concessions and PPPs and definition of strategies for acting in disputes related to infrastructure and public services. PhD student in Administrative Law at the University of São Paulo and LL.M. (Master of Laws) from the University of Chicago. Associate Lawyer at Rhein Schirato Meireles Advogados since 2014, working on structuring greenfield and brownfield projects in the road, basic sanitation and urban mobility sectors, coordinating audits and preparing regulatory risk reports in privatization processes and defining strategies for administrative, judicial and arbitration disputes related to infrastructure and public services.

Maria Renata Lotfi Independent Member

Graduated in Business Management from FGV and Master in Financial Economics from the same institution. Solid knowledge in credit risk analysis, with more than 12 years of experience in S&P Global Ratings. Background in corporate finance. Since 2019, she is a co-founder of RNA Capital, being responsible for structuring and executing transactions, developing a risk mitigation structure and credit analysis and connecting the various stakeholders that support the development of products that best suits the customers’ needs. As Director of S&P Global Ratings, she was a leading analyst responsible for portfolio management in Brazil, Chile and Argentina, in different sectors, such as: oil and gas, chemicals, forest products, engineering and real estate and construction materials.

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.

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).

Regina Helena Jorge Nunes Board Member

Mrs. Nunes has a career of 34 years, including 20 as CEO in Brazil and abroad. Currently, she is a founding partner and CEO of RNA Capital, Director of Iberdrola S.A. Spain, member of the Audit Committee of Iberdrola S.A., member of the Risk and Capital Committee of Banco do Brasil (CORIS) and member of the Compensation Committee of Neonergia. Previously, she held prominent positions at S&P Global Ratings, including CEO in Brazil and Argentina, and also at Banco Cidade, Chase Manhattan Bank and Commercial Bank of New York. Mrs. Nunes was also a Board of Directors’ member of the Neoenergia, CEG/Naturgy, BRC Bogotá Colombia Board, American Chamber of Commerce of Brazil – São Paulo, a member of the Mercado Eletrônico’s Advisory Board, a member of the Financial Committee of Neoenergia and member of the Audit Committee of CEG/Naturgy. At IRB Brasil RE, Mrs. Nunes is a member of the Risks & Solvency Committee and was a member of the Investments, Capital Structure and Dividend Committee.

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.

Jorge Lauriano Nicolai Sant’anna Permanent Guest

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.

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
Marcos Pessoa de Queiroz Falcão Chair - Board Member

Mr. Falcão has extensive experience in the insurance and capital markets sectors, and he is a founding partner of Gama Investimentos. Prior to that, he was a partner and CEO of BRZ Investimentos, and held several leadership positions, including CEO of Icatu Hartford. He has been a member of the Board of Directors in several companies, including Icatu Seguros, Fiskar, Farol, Brasilcap, Caixa Capitalização, Grupo Docas, Caemi, Enersul, and Escelsa. He was a member of the Investment Committee of IRB Brasil RE from July 2008 to July 2010.

André Marcelo da Silva Prado Board Member

Graduated in Production Engineering from the Federal University of Rio de Janeiro, with an Executive MBA in Finance from IBMEC – Brazilian Institute of Capital Markets. Senior International Bankers Course, from The International Center for Banking and Financial Services (Manchester Business School), Wharton Executive Development Program, from the Wharton School (University of Pennsylvania) and Advanced Management Program, from Insead. He joined Citibank in 1985 in the Management Trainee program, where he remained as Corporate Manager until 1988. He joined Lloyds Bank PLC, where he remained until 1997 as Corporate Director. In 1997, he joined Grupo Bradesco. Between 2001 and 2009 he held the position of Executive Head of Bradesco Corporate Department, being then elected Department Officer. In January 2012, he was elected Executive Director, having been responsible until September 2017 for the Corporate, Companies and International departments. During this period, he was a member of the Board of Trustees of Fundação Bradesco and a member of the Board of Directors of the Instituto de Digestive and Nutritional Diseases Foundation (FIMADEN).

From April 2019 to April 2021, he was a member of the Board of Directors of Fleury S.A.

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).

Jorge Lauriano Nicolai Sant’anna Alternate Chairman

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.

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
Antônio Cássio dos Santos Interim Chair– Board Member

Economist, he has two MBAs: in Brazil from IBMEC/SP and in the United States from Vanderbilt University/Tennessee, where he also obtained specialization in Latin American Affairs; He attended a Master’s Degree 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 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 Management Responsibility of IRB, given 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 Industry by Insurance Business Review. With over 40 years of experience in the area, he presided over the National Federation of Life and Pensions at the beginning of the last decade. Among the main positions he held are: (i) before joining the IRB and in the last 5 years he held positions on the Board in various units around the world of 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, at which time he also held the position of Chairman for Latin America and Member of the company’s Worldwide Advisory Board for 2011 and 2015; (iii) as Executive Chairman, he presided over the Mapfre Brasil Seguros Group 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 various companies in the sector, from the position of “clerk” to reaching the post 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 in the insurance world and considered the main “think tank” in the sector.


                                                        
André Marcelo da Silva Prado Board Member

Graduated in Production Engineering from the Federal University of Rio de Janeiro, with an Executive MBA in Finance from IBMEC – Brazilian Institute of Capital Markets. Senior International Bankers Course, from The International Center for Banking and Financial Services (Manchester Business School), Wharton Executive Development Program, from the Wharton School (University of Pennsylvania) and Advanced Management Program, from Insead. He joined Citibank in 1985 in the Management Trainee program, where he remained as Corporate Manager until 1988. He joined Lloyds Bank PLC, where he remained until 1997 as Corporate Director. In 1997, he joined Grupo Bradesco. Between 2001 and 2009 he held the position of Executive Head of Bradesco Corporate Department, being then elected Department Officer. In January 2012, he was elected Executive Director, having been responsible until September 2017 for the Corporate, Companies and International departments. During this period, he was a member of the Board of Trustees of Fundação Bradesco and a member of the Board of Directors of the Instituto de Digestive and Nutritional Diseases Foundation (FIMADEN).

From April 2019 to April 2021, he was a member of the Board of Directors of Fleury S.A.

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).

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.

Raphael Cabral Teixeira Independent Member

Master in Law from the Federal University of Rio de Janeiro. MBA in Financial Management, Controllership and Auditing from Fundação Getúlio Vargas. Specialist in Tax Law. Graduated in Law from the Estácio de Sá University. Professional Master in Business Management from IBMEC (incomplete). He is currently an associate lawyer at Ellen Gracie Advogados Associados S/S. He has experience as a teacher in several educational institutions, teaching undergraduate and graduate courses in Tax Law, Administrative Law and Business Law. He currently teaches at Universidade Veiga de Almeida and UNIGRANRIO. He is also a guest professor of Tax Law at EMERJ – School of Magistrates of the State of Rio de Janeiro.

Israel Aron Zylberman Independent Member

Mr. Zylberman is a Metallurgical Industrial Engineer graduated from the Mackenzie University School of Engineering, with an International Executive MBA from the FIA ​​(Fundação Instituto de Administração) of FEA/USP, with a specialization in Corporate Governance from IBGC. Mr. Zylberman has a very diversified professional career, having been director of state-owned company, director of private companies, municipal secretary, consultant and businessman. He is currently a member of the Board of Directors of IBGC (Brazilian Institute of Corporate Governance), as well as Executive Director of Instituto Cyrela and Instituto CCP, in addition to serving as a professor of Ethics and Sustainability at FIA (Fundação Instituto de Administração) and FIPE – Economic Research Institute Foundation.

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

(*) information available in Portuguese only