|Gilberto Mifano||Committee Coordinator|
Mr. Gilberto is graduated in Administration by Escola de Administração de Empresas de São Paulo da Fundação Getúlio Vargas (1972). Currently, Mr. Gilberto acts as an Independent Member and Member of the Audit, Finance and People Committee, besides Member ad hoc of the Corporative Governance of Cielo S.A.; Member of the Board of Pragma Gestão de Patrimônio; Member of the Board, External Consultant of the Audit and Risk Managemment and Finances of Natura S/A. In the last 5 years has acted as Member, Vice-president and President of the Administrative Board of IBGC – Instituto Brasileiro de Governança Corporativa; Independent Member of SEB Educacional S/A; Independent Member of Baterias Moura S/A and Independent Member of of Isolux Infrastructure S/A. Before that, from 1994 to 2009, Mr. Gilberto acted as CEO of BOVESPA – Bolsa de Valores de São Paulo and CBLC – Cia Brasileira de Liquidação e Custódia.
|Mauro Gentile Rodrigues da Cunha||Committee Member|
Mr. Mauro Gentile Rodrigues da Cunha is President of AMEC – Associação dos Investidores no Mercado de Capitais since April, 2012. Before that, he was manager of Opus Investimentos Ltda. in Rio de Janeiro between October 2010 to March 2012. In São Paulo, he was president of Instituto Brasileiro de Governança Corporativa – IBGC between May, 2008 and April, 2010 and counselor between May, 2003 and April, 2008, representing IBGC in Brazil and abroad. He was senior partner and Chief Investments Officer of Equities in Mauá Investimentos Ltda. between July, 2007 to September 2010 and Chief Investments Officer of Equities in Franklin Templeton Investimentos (Brasil) Ltda. between March, 2006 and July, 2007. He was also Chief Investments Officer in Bradesco Templeton Asset Management between August, 2001 and March, 2006. Mr. Mauro Gentile da Cunha worked also for Investidor Profissional, Morgan Stanley Asset Management, Deutsche Morgan Grenfell, Bank of America and Banco Pactual. Currently, he is member of the Board of Directors of Usiminas, Par Corretora and CESP. Additionally, he has already been member of the Board of Directors of Petrobras, BR Distribuidora and Trisul. He is a Chartered Financial Analyst – CFA since 1997. He has a MBA by the Business School of the University of Chicago (1998) and Bachelor in Economics by the Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio (1992). Finally, Mr. Mauro is also a professor in Corporate Governance and consultor.
|Ricardo Baldin||Committee Member|
Mr. Baldin holds a degree in Accounting Sciences from the University of Vale do Rio dos Sinos – UNISINOS (1978) and has a specialization in Finance from Fundação Dom Cabral (2006) and Executive Management from Fundação Getúlio Vargas (2007). He is currently a member of Audit Committee of TOTVS and a member of the Board of Directors of XP Inc., and also serves as Coordinator of the Audit Committee of Alpargatas, ENEVA and CBMM. Among its main projects are the acquisition of Banco Nacional by Unibanco, the merger of Itaú-Unibanco, the evaluation of the National Public Financial System, evaluation projects for acquisition (Sudameris, Banespa, etc.) and financial audits in major national banks.
The Audit Committee must be composed of at least three (3) members, the majority being Directors, all of them independent, and at least one (1) of whom must have recognized experience in corporate accounting.
The Audit Committee, which will report and recommend to the Board, will be responsible for the following:
(i) Guiding the Board of Executive Officers in determining the parameters of TOTVS’ risk management model;
(ii) Giving opinions on proposals by management bodies to be submitted to the Shareholders Meeting, related to change in the capital, issue of debentures or stock warrants, investment plans and/or capital budget, distribution of dividends, transformation, merger, consolidation or spin-off, tax issues and structured financial operations;
(iii) Assessing, jointly with TOTVS’ Legal Department, all legal issues and/or contingencies that could have a significant impact on the financial statements;
(iv) Periodically assessing the adequacy of managerial reports related to aspects such as accounting, financial results and risk management, with regard to their integrity, form, content and distribution (access to information);
(v) Assessing the adequacy of human and financial resources allocated to the organization’s risk management;
(vi) Analyzing the activities, organizational structure and qualifications of the Internal Audit Department;
(vii) Approving the Annual Internal Audit Plan, taking into consideration adequate risk coverage;
(viii) Recommending to the Board the external auditors to be engaged by the Company, as well as the replacement of such auditors, and providing an opinion on their engagement for any other service; analyzing the scope and focus proposed by the external auditors and assessing their fees and results of their services, supervising their activities to evaluate: (i) their independence; (ii) the quality of their services; and (iii) the adequacy of their services to the Company’s needs;
(ix) Revising and issuing an opinion on the following documents prior to their submission to the Board, disclosure and filing with CVM: managerial quarterly earnings reports (press release); Financial Statements; Management Report; Quarterly Information (ITR) and Standardized Financial Statement (DFP) Forms; Reference Form; Management Proposal to the Shareholders Meeting on items under its responsibility and related documents;
(x) Meeting with the external auditors to address the change and/or maintenance of accounting principles and policies; use of reserves and provisions; relevant estimates and judgments used in the preparation of the financial statements; methods for evaluating risks and the results of such evaluation; changes in the scope of audit; high-risk areas; relevant deficiencies and significant failures in internal controls; knowledge of illegal acts; and effects of external factors (economic, normative and sector) regarding financial reports and the audit process;
(xi) Evaluating the adequacy of the controls adopted to verify compliance with the rules established in the Securities Trading Policy and in the Material Act or Fact Disclosure Policy, and monitor their implementation;
(xii) Monitoring the implementation of recommendations made by the Internal Audit Department and by external auditors;
(xiii) Monitoring the reports sent through the Company’s whistleblowing channels, ensuring compliance with TOTVS’ Code of Ethics and Conduct, and warning the Board of any fraud and/or crimes and suggesting remedial measures;
(xiv) Assessing, monitoring and recommending to the management the correction or improvement of the Company’s internal policies, including the related-party transaction policy;
(xv) Assessing and monitoring, jointly with the management, the Risks and Compliance Department and the Legal Department of the Company, the adequacy of related-party transactions made by the Company and their respective evidences;
(xvi) Monitoring violations of the legal and regulatory provisions applicable to the Company, or violation of any internal regulations and codes, including specific procedures to protect the provider and the confidentiality of information;
(xvii) (a) the activities performed in the period, the results and conclusions; (b) evaluation of the effectiveness of internal controls and corporate risk management systems of the Company; (c) description of recommendations presented to the management of the Company and evidences of their implementation; (d) evaluation of the effectiveness of independent and internal audits; (e) evaluation of the quality of financial reports, internal controls and management of corporate risks in the period; and (f) any situations in which there is significant disagreement between the management of the Company, independent auditors and the Committee in relation to the Company’s financial statements; and
(xviii) Issuing opinion on matters submitted to it by the Board, as well as on any matters it may deem relevant.