TOTVS

Investor Relations

Personnel and Compensation Committee

Committee Members

Name Position
Sylvia de Souza Leão Wanderley Committee Coordinator

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.

Eduardo Mazzilli de Vassimon Committee Member

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.

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.

Personnel and Compensation Committee will be composed of at least three (3) members, all directors, and at least two (2) must be independent.

The responsibilities of the Personnel and Compensation Committee are:

(i) Examine candidates to be nominated to the Board of Executive Officers of the Company, as indicated by the Chief Executive Officer, submitting its recommendation to the Board of Directors for the respective election;

(ii) Present to the Board a proposal for distribution of the overall annual compensation among Executive Officers and Directors based on the standards in the information technology market, and monitor the payment of compensation and, if they are not aligned with the standards of the information technology market, inform the Board;

(iii) Express opinion on the grant of stock options to Management and Employees of the Company;

(iv) Express opinion on profit sharing for Executive Officers and Employees of the Company;

(v) Examine the recruitment and hiring methods adopted by the Company and its subsidiaries, based on parameters used by similar Brazilian companies;

(vi) Identify, at the Company and its subsidiaries, potential future leaders for the Company and monitor the development of their respective careers;

(vii) Monitor the preparation and implementation of a succession plan for the Company’s executives to ensure that management has professionals available for hiring or promoting, whose professional experience and skills contribute to the healthy performance and preservation of value of the Company, keeping such plan always updated for periodical monitoring by the Board. The succession plan of the Chief Executive Officer will be monitored by the Chairman of the Board;

(viii) Monitor the annual performance review of the Company’s executives, based on the verification of achievement of performance targets, financial or otherwise (including environmental, social and governance aspects), aligned with the values and ethical principles of the Company;(

(ix) Propose the form of disclosure of compensation of Management in the Management Proposal submitted to the Shareholders Meeting and in the Reference Form; and

(x) Perform a self-appraisal of its activities and identify opportunities for improvement.

Last updated on May 6, 2020
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