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

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.

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

Ms. Costa has a degree in Production Engineering from the Polytechnic School of the University of São Paulo and an MBA from the Samuel Curtis Johnson School of Management at Cornell University, USA. She is currently a partner at Prada Assessoria Empresarial and Board Member of Localiza S.A., Mapfre, and Embraer. She is also a Member of the Audit Committee and Coordinator of the Strategy Committee of the corporation Votorantim Cimentos. From 2010 to 2015, Ms. Costa worked at Insper. From 2001 to 2010, Ms. Costa served as CEO of Booz Allen Hamilton operations (today known as Strategy&). She has also served as a member of the Board of Directors of Sadia, Gafisa, Technip, RBS Mídia and Marcopolo, in addition to being a member of the Board Committee at the corporations Votorantim Industrial and Bematech. Key Contributions for the Company: Strategic Planning; Management; and Business Vision.

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

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.

 

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

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.

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

Mr. Stocco has extensive background in creating digital businesses and business transformation with over 20 years of experience. Responsible for successful projects at Banco Digital (Banco Original), Venture Capital (Domo Invest), Mobile and E-commerce (Buscapé), Internet Platforms (Microsoft), and Advertising (TeRespondo). He is currently a member of Advisory Committees of the Board of Directors of TOTVS, Banco Original and Grupo Soma. Keynote speaker on Trends and Innovation, with more than 120 lectures in Brazil, LATAM, Canada, United States, Denmark, and the United Kingdom. Bachelor in Business Administration from Fundação Armando Alvares Penteado – FAAP University in 1997, with an MBA in Management from Insper in 2010; postgraduate in Marketing Management from FAAP in 2007 and Marketing certificate from Berkeley, University of California, USA, in 1996. Key contributions for the Company: Digital Business Management; Innovative Vision in Technology; and Entrepreneurship.

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

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.

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

Ms. Wanderley worked for more than 30 years in the retail market, having worked at Walmart Brasil (1995-2000), Grupo Pão de Açúcar (2000 to 2012), and Carrefour (2015 to 2018), where she held positions as Vice President in the areas of Marketing, Sales, Operations, and Human Resources. She also served as Vice President of Marketing and Innovation at BRF from 2013 to 2014. She is currently a member of the Board of Directors of Sodimac Brasil, a Falabella group Company, Mendelics and of the Baumgart Group. She leads the People Committee and is a member of the Strategy Committee at Raiadrogasil. Graduated in Social Communication, with an Executive MBA in Administration at COPPEAD- UFRJ University, and specialization courses at MIT – Massachusetts Institute of Technology (USA), Sloan School of Management, and Fundação Dom Cabral. Key Contributions for the Company: Strategic Planning; People Management; and Marketing.

 

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 November 14, 2020
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