TOTVS

Investor Relations

Governance and Nomination Committee

Committee Members

Name Position
Eduardo Mazzilli de Vassimon Committee Coordinator

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.

Laércio José de Lucena Cosentino Committee Member

In the last 5 years, Mr. Passos acted as Chairman of the Trustee Council of IEDI (Instituto de Estudos para o Desenvolvimento Industrial), Vice President of the Trustee Council of FNQ (Fundação Nacional da Qualidade) and acted as member of the Board of of IPT (Instituto de Pesquisas Tecnológicas), Fundação SOS Mata Atlântica, Instituto Empreender Endeavor and Fundação Dom Cabral. He has a long career in Natura, a cosmetic company that he joined in 1983 as a general manager of one of the companies of the group. Mr. Passos holds a B.A. in Production Engineering by Escola Politécnica de Engenharia da Universidade de São Paulo and in Business Administration by Fundação Getúlio Vargas.

Gilberto Mifano Committee Member

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.

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 May 6, 2020
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