TOTVS

Investor Relations

Board of Directors

Members

Name Date of birth Position Election
Laércio José de Lucena Cosentino 08/11/1960 Chairman 04/27/2020

Laércio Cosentino is the founder and Chairman of the Board of Directors of TOTVS, Latin America’s largest business, platform and consulting solutions company. Graduated in Electrical Engineering from the Polytechnic School of the University of São Paulo (USP), his career and history were consolidated in the IT sector, especially with the founding of TOTVS in 1983. The company is an absolute leader in Brazil and present in 41 countries. Laércio Cosentino is a member of the Deliberative Council of the Brazilian Association of Information and Communication Technology Companies (Brasscom), member of the Advisory Board of Cristália, Chairman of the Board of Mendelics, among other activities.

Maria Letícia de Freitas Costa 03/27/1960 Vice Chairman and Independent Member 04/27/2020

Mrs. Letícia is graduated in production electronic engineering by Escola Politécnica da Universidade de São Paulo and has a MBA by Samuel Curtis Johnson School of Management de Cornell University. Currently, she is partner at Prada Assessoria Empresarial and Member of the Board of Localiza S.A., Mapfre and RBS Mídia. She is also Member of the Audit Commmittee of Votorantim Cimentos e Votorantim Metais. In the last 5 years, Mrs. Letícia worked at Insper, between 2010 and 2015. From 2001 to 2010, Mrs. Letícia acted as President of the operations of Booz Allen Hamilton (currently Strategy&). She has also acted as Member of the Board of Sadia, Gafisa, Technip e Marcopolo, besides being Member of Council Committee at Votorantim Industrial and Bematech.

Eduardo Mazzilli de Vassimon 10/07/1958 Independent Member 04/27/2020

Mr. Vassimon holds a degree in Economics from the University of São Paulo (USP) and Business Administration from Getúlio Vargas Foundation (FGV), both completed in 1980, and a graduate degree from EAESP / FGV and the École des Hautes Études Commerciales – France(1982). Since 2015, he has been a member of the Board of Directors of B3 – Brasil, Bolsa, Balcão. He was President of Itaú BBA and General Director of the Wholesale Area of ​​Itaú-Unibanco from 2016 to 2018; Executive Vice President, CFO and CRO – Itaú Unibanco S.A. from 2015 to 2016; Executive Vice President and CRO – Itaú Unibanco S.A. from 2013 to 2015; Member of the Board of Directors – Banco Itaú BBA S.A. from 2003 to 2015; Counselor of Santos Futebol Clube from 2009 to 2013; Managing partner of the Pitanga Fund (“venture capital”) from 2011 to 2013; and Vice President of the São Paulo Biennial Foundation from 2009 to 2013.

Gilberto Mifano 11/11/1949 Independent Member 04/27/2020

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.

Guilherme Stocco 07/01/1974 Independent Member 04/27/2020

Mr. Stocco has been responsible since 2014 for the Strategy and Innovation Area of Banco ​​Original and currently acts as a Consultant for Banco Digital. He was the co-Founder and is Partner of Koolen & Partners company since 2014 and was Business Development Vice-President in Buscapé from June 2010 to February 2014. Graduated in Business Administration by Fundação Armando Álvares Penteado – FAAP in 1997, MBA in Management at Insper in 2010; postgraduate in Marketing Management by FAAP in 2007 and Marketing Certificate by Berleley in 1996.

Mauro Gentile Rodrigues da Cunha 11/06/1971 Independent Member 04/27/2020

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.

Sylvia de Souza Leão Wanderley 03/09/1962 Independent Member 04/27/2020

Mrs. Sylvia Leão worked for more than 30 years in the retail market, working for Walmart Brasil (1995 – 2000), Grupo Pão de Açúcar (2000 – 2012) and Carrefour (2015 – 2018), where she held positions as Vice President in the Marketing, Commercial, Operations and Human Resources areas. Also acted as Marketing and Innovation Vice President at BRF from 2013 to 2014. Actually, she is a Member of the Board of Directors at Sodimac Brasil, a Falabella Group company and of Mendelics. Graduated in Social Communication, with executive MBA in Business Management from COPPEAD-UFRJ and specialization courses in MIT-Massachusetts Institute of Technology – Sloan School of Management and Fundação Dom Cabral.

 

The Board of Directors is the TOTVS’ decision-making body responsible for determining and monitoring the implementation of the Company‘s business policies and its long-term strategy. It is also responsible for appointing and supervising the Executive Officers of TOTVS. Under Brazilian corporate law, the Board of Directors is also responsible for hiring external independent auditors.

According to the Bylaws of TOTVS, the Board of Directors must have at least five and at most nine members. Board members are elected at shareholders’ meetings for a unified term of 2 years, being a year the period between two annual shareholders’ meetings. Board members may be reelected or removed at any time by shareholders at shareholders’ meeting. According to Novo Mercado regulations, at least 20% of the Board must be independent directors.

Brazilian corporate law also prohibits Board members from voting in any shareholders’ meetings or participating in any operation or business in which there is a conflict of interest with TOTVS.

Last updated on May 11, 2020
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