TOTVS

Investor Relations

Governance and Nomination Committee

Committee Members

Name Position
Eduardo Mazzilli de Vassimon Committee Coordinator

Mr. Vassimon holds a degree of Bachelor in Economics from the School of Economics of the University of São Paulo – USP, and also a degree in Business Administration from Fundação Getúlio Vargas University, both completed in 1980, in addition to two postgraduate degrees from EAESP/FGV University (Brazil) and École des Hautes Études Commerciales – France, both in 1982. Since April 2019, he has been Chairman of the Board of Directors of Votorantim S.A and since 2015 he has been a member of the Board of Directors of B3 – Brasil, Bolsa, Balcão. He was CEO of Itaú BBA bank and General Director of the Wholesale Area of Itaú-Unibanco bank from 2016 to 2018; Executive Vice President, CFO and CRO of Itaú Unibanco S.A. from 2015 to 2016; Executive Vice President and CRO of Itaú Unibanco S.A. from 2013 to 2015; Member of the Board of Directors – Banco Itaú BBA S.A. from 2003 to 2015; Member of Santos Futebol Clube soccer team from 2009 to 2013; Managing partner of Fundo Pitanga (“venture capital”) from 2011 to 2013; and Vice-President of Fundação Bienal de São Paulo from 2009 to 2013. Key contributions for the Company: Business Management; Securities and Exchange Market; and Corporate Governance.

Laércio José de Lucena Cosentino Committee Member

Mr. Cosentino is the founder and chairman of the Board of Directors of TOTVS, the largest technology company in Brazil. Graduated in Electrotechnical Engineering from the Polytechnic School of the University of São Paulo (USP), his career and history were consolidated in the IT sector especially by founding the corporation TOTVS in 1983. The Company is an absolute leader in Brazil, being present in 41 countries. Laércio Cosentino is a member of the Decision-making Board of the Brazilian Association of Information and Communication Technology Companies (Brasscom), a member of the Consulting Board of Cristália, chairman of the Board of Mendelics, Board Member of Brain4care, among other activities. Key Contributions for the Company: Entrepreneurship; Human Capital Strategy in Technology; Innovative Vision in Technology; and a renowned businessman in the technology sector and in Brazil.

Gilberto Mifano Committee Member

Mr. Mifano holds a degree in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation University (1972). Currently, in addition to being an Independent Director and a member of the Audit and Governance Committees of TOTVS S.A., Mr. Mifano is an Independent Director and member of the Audit, Finance and People committees of Cielo S.A., Independent Member and member of the Audit and Risk Management and Finance Committee of Natura S.A., Independent Member of Construtora Pacaembu S.A., Advisory Member of Pragma Gestão de Patrimônio Ltda., Decision-making Director of RAPS – “Rede de Ação Política pela Sustentabilidade” (Political Action Network for Sustainability), Fiscal Council Director of the Arapyaú Institute of Education and Sustainable Development, and Fiscal Council Director of CIEB – Innovation Center for Brazilian Education. Previously, between 2014 and 2019, he was an Independent Board Member of Ambar S/A. until 2017, Independent Director of Baterias Moura S/A until 2014; and Member of the Fiscal Council of Instituto Natura until 2017, and Independent Member of the Sustainability and Governance Committee of Banco Santander Brasil S/A until 2016. Key Contributions for the Company: Corporate Governance; Finance; and Business Management.

The Governance and Designation Committee will be composed of at least three (3) members, all Directors, with at least two (2) Independent Directors.

The responsibilities of the Governance and Designation Committee are:

(i) Recommend and monitor the adoption of good corporate governance practice, as well as the effectiveness of processes, proposing updates and improvements as necessary;

(ii) Establish the channels and processes for interaction between long-term shareholders of the Company and the Board, especially on the issues of strategy, governance, compensation, succession and membership of the Board;

(iii) Select and nominate to the Board people who, complying with legal requirements and the needs of the Company, and after hearing the relevant stakeholders, may be candidates to form the slates to be approved by the Board – or individually – for submission to election by the Shareholders Meeting;

(iv) Select and nominate to the Board people who, complying with legal requirements and the needs of the Company, may be nominated to the Committees;

(v) Select and nominate to the Board people for the positions of Director to fill any vacancies;

(vi) Support the Chairman of the Board in organizing a formal and periodical performance review process of the Board and the Directors, to be conducted annually;

(vii) Ensure the existence, effectiveness and implementation of a succession plan for executives, and monitor its execution with the Personnel and Compensation Committee;

(viii) Express opinion on the Company’s governance practices, including in the Reference Form and Management Proposal for the Shareholders Meeting;

(ix) Express opinion on the participation of persons related to the Company as members of Boards of Directors, Advisory Committees to the Board of Directors and Audit Boards of other companies, whether publicly or closely held companies; and

(x) Support the Board of Directors in evaluating candidates for Directors regarding their eligibility as independent members.

Last updated on July 13, 2020
Close