TOTVS

Investor Relations

Personnel and Compensation Committee

Committee Members

Name Position
Sylvia de Souza Leão Wanderley Committee Coordinator

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.

Eduardo Mazzilli de Vassimon Committee Member

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.

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; holds the position of Chairman of the Board of Directors of Caixa Econômica Federal, 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.

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 July 13, 2020
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