|Gilberto Mifano||Committee Coordinator|
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 coordinator of the Audit Committee 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.
|Mauro Gentile Rodrigues da Cunha||Committee Member|
Mr. Rodrigues da Cunha has a degree in Economics from the Pontifical Catholic University of Rio de Janeiro and an MBA from the University of Chicago, USA; has over 25 years of experience in the securities and exchange markets and corporate governance. He served from 2012 to 2019 as CEO of AMEC – Association of Securities and Exchange Investors. Prior to that, he worked at several asset management corporations and financial institutions, including Mauá Investimentos, Franklin Templeton (Brazil), Bradesco Templeton, Investidor Profissional, among other ones. He was also Chairman of the Board of Directors of IBGC – Brazilian Institute of Corporate Governance. Today he is also a member of the Board of Directors and Coordinator of the Audit Committee of Eletrobrás – Centrais Elétricas Brasileiras, member of the Board of Directors and Coordinator of the People and Compensation Committee of brMalls Participações, and member of the Board of Directors of Klabin. Key Contributions for the Company: Securities and Exchange Market; Corporate Governance; and Finance.
|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 Getulio 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. From May 2016 to July 2017, he held the position of Director of Controllership, Technology and Internal Controls, Risks and Compliance at the National Bank for Economic and Social Development – BNDES, being considered, therefore, a politically exposed person. Previously, he served as a member of the Board of Directors of the Credit Guarantee Fund – FGC in 2019 and of its Fiscal Council in 2018. He was a member of the Board of Directors of Ecorodovias between 2018 and 2020 and of Braskem in 2019. 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. Key contributions for the Company: Finance, Business Management; and Corporate Governance.
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.