Mr. Gilberto Mifano holds a degree in Business Administration from the São Paulo Business Administration School of Fundação Getulio Vargas (1972). Currently, at TOTVS S.A., in addition to serving as an Independent Director, he is the Coordinator of the Statutory Audit Committee and a member of the Governance and Nomination Committee. Mr. Gilberto is also an Independent Director and Coordinator of the Audit, Risk Management and Finance Committee of Natura & Co. Holding S.A., Independent Director and Coordinator of the Audit Committee of Construtora Pacaembu S.A., Advisory Director of Pragma Gestão de Patrimônio Ltda., and Fiscal Councilor of the Arapyaú Institute of Education and Sustainable Development. In the last 5 years, he has served as Independent Director of Cielo S.A. until April 2022, of Ambar S.A. until 2017, Fiscal Councilor of Instituto Natura until 2017, of CIEB – Innovation Center for Brazilian Education until 2023, and Independent Member of the Sustainability and Governance Committee of Banco Santander Brasil S.A. until 2016. Previously, he was CEO of the São Paulo Stock Exchange (BOVESPA) and of Companhia Brasileira de Liquidação e Custódia (CBLC) between 1994 and 2008, Chairman of the Board of Directors of BM&F BOVESPA S.A. – Bolsa de Valores, Mercadorias e Futuros (BVMF) from 2008 to 2009, and Director, Vice-President and President (pro bono) of the Brazilian Institute of Corporate Governance (IBGC) between 2006 and 2012. Internationally, he was a member and Vice-President of the Executive Committees of the World Federation of Exchanges (WFE) and the Ibero-American Federation of Exchanges (FIAB) between 1999 and 2007. Main contributions to the Company: Board experience; Executive career in public and/or large companies; Institutional engagement; Finance and/or corporate accounting; Risk management; Corporate governance; M&A; Human capital and culture strategy; Cybersecurity; and Capital markets.
Statutory Audit Committee
| Name | Position |
|---|---|
| Gilberto Mifano | Committee Coordinator |
| Ricardo Grosvenor Breakwell | Committee Member |
| Tania Sztamfater Chocolat | Committee Member |
| Edson Georges Nassar | Committee Member |
Ricardo Breakwell is an administrator and accountant, graduated in Business Administration from the Pontifical Catholic University of São Paulo (PUC-SP) and in Accounting Sciences from Universidade Paulista (UNIP), with an MBA in Finance from Fundação Getúlio Vargas (FGV). He has proven experience in finance, controlling, accounting, and auditing in medium- and large-sized companies, having worked for 16 years at Deloitte Touche Tohmatsu, leading External Audit, Due Diligence, and M&A projects, also including IPO processes and debt renegotiations. He served as Chief Financial Officer at Cielo S.A. between 2010 and 2023, responsible for the areas of treasury, accounting, tax, financial planning, economic management, credit, and revenue assurance. From 2023 to 2024, he served as Chief Accounting Officer at dLocal Payment, a Uruguayan company listed on Nasdaq and operating in the international payments segment in more than 40 countries, responsible for the areas of accounting, tax, and business assurance. Since 2025, he has been serving as Chief Financial Officer at Logicalis. He has expertise in financial planning, budget management, and economic scenario analysis. At TOTVS S.A., he holds the position of Independent External Member and Financial Specialist of the Statutory Audit Committee.
Ms. Tania Sztamfater Chocolat holds a degree in Production Engineering from the Polytechnic School of the University of São Paulo (USP). She is currently Senior Director, responsible for the Active Equities area for Latin America and Head of the São Paulo Office at Canada Pension Plan Investment, where she has worked since 2017. At TOTVS S.A., she serves as an Independent Director and member of the Statutory Audit Committee. She has also served, since April 2019, as an Independent Director and member of the People and Sustainability Committee at Equatorial Energia. Ms. Tania is also a member of the board of LAVCA – Association for Private Capital Investment in Latin America. Previously, she was responsible for managing illiquid investments at Raiz Investimentos in 2016, and for Private Equity investments in Brazil at Capital Group, between 2013 and 2016. She served as an alternate member of the Board of Directors at STP (Sem Parar). Between 2004 and 2013, she worked in the Investment Banking, Private Banking, and Equity Research areas of Banco Unibanco S.A. and Itaú Unibanco S.A. She was Head of the Solution Partners area at Itaú Private Bank, Senior Director at Itaú BBA, and Director, Head, and Senior Analyst for the consumer and retail sector in the Equity Research area at Banco Unibanco S.A., having also worked in the Investment Banking area at Banco JP Morgan between 1999 and 2002. Main Contributions to the Company: Experience on Boards; Executive Career in Public and/or Large Companies; Finance and/or Corporate Accounting; Risk Management; Corporate Governance; M&A; Cybersecurity; Capital Markets.
Mr. Edson graduated in Business Administration from Faculdade Metropolitanas Unidas (FMU) and holds an MBA in Marketing from Instituto Brasileiro de Mercado de Capitais (IBMEC). He has over 41 years of experience in the financial segment of renowned national and multinational organizations, including as CEO of banks and technology companies, President of an insurance brokerage, and director in various positions. He is a graduate of IBGC and has experience as a member of boards and governance committees. He has a global and integrated strategic view of business, product portfolios, insurance, marketing, sales and operations, digital banks, as well as their impacts and metrics on business and results. He currently serves as a member of the Board of Directors of Banrisul Icatu Participações S.A. (“BIPAR”), Independent Consultant of Cresol Confederação, member of the Advisory Council of Lighthouse Soluções em Informática Ltda, and Strategic Advisor at Nassar & Nassar Consultoria Empresarial. As an executive, he was Chief Executive Officer at Fiserv do Brasil Instituição de Pagamento, Chief Executive Officer at Banco Triângulo S.A., Executive Director of Products and Business and Chief Executive Officer at Banco Cooperativo Sicredi S.A., President of Corretora de Seguros, Executive Superintendent of Products and Retail Services at Citigroup – Global Consumer Bank, and Relationship Manager and Sales Manager at Banco Nacional S.A. Main contributions to the Company: Experience on Boards; Executive Career in Public and/or Large Companies; Experience in the Technology Sector; Institutional Performance and Engagement; Entrepreneurship; Finance and/or Corporate Accounting; Risk Management; Corporate Governance; M&A; Disruptive Business Model; Human Capital and Culture Strategy; Diversity and Inclusion; Information Technology; Sales and Distribution.
The Statutory Audit Committee must be composed of at least three (3) members, all of whom shall be independent, and most of them shall be members of the Board of Directors who do not take part in the Board of Executive Officers. In addition, at least 1 (one) of them must have recognized experience in corporate accounting matters.
The Statutory Audit Committee, which will report and recommend to the Board, will be responsible for the following:
(i) directing the Board of Executive Officers in determining the parameters of TOTVS’ risk management model and periodically reviewing and monitoring the risk management policies, its resources, and the adequacy to the maximum risk tolerance as determined by the Board of Directors;
(ii) giving opinions on proposals by management bodies to be submitted to the Shareholders Meeting, related to change in capital, issue of debentures or subscription warrants, investment plans and/or capital budgets, distribution of dividends, transformation, merger, consolidation or spin-off, tax issues, and structured finance operations;
(iii) evaluating and monitoring, together with TOTVS’ Legal Department, all legal issues and/or contingencies that may have a significant impact on the financial statements;
(iv) supervising the activities of TOTVS’S internal controls area, periodically reviewing and monitoring the quality of internal control mechanisms and the suitability of the managing reports submitted by the Company’s management relating to accounting, financial results, and risk management aspects, as regards their integrity, compliance, form, content, and distribution (access to information);
(v) supervising TOTVS’S Internal Audit Department, reviewing its activities, organizational structure, and qualifications;
(vi) recommending to the Board of Directors the approval of the Annual Internal Audit Plan, considering an appropriate risk coverage;
(vii) giving opinions on the hiring and dismissal of the independent auditors for providing an independente external audits or for any other service; reviewing the scope and focus proposed by the external auditors and evaluate their fees and results of services provided, supervising their activities in order to assess: (i) their independence status; (ii) the quality of services provided; and (iii) whether the services provided are suitable to the Company’s needs;
(viii) monitoring the quality, integrity, and compliance of TOTVS’S quarterly financial statements, interim statements, and annual financial statements of TOTVS and supervising the preparation of TOTVS’S financial statements, reviewing and giving an opinion before the following documents are submitted to the Board, disclosed, and filed with CVM: the management reports of quarterly results (press release); the Financial Statements; the Management Report; Quarterly Financial Statements (so-called “ITR Forms”), DFP – Standardized Financial Statements; the Reference Form; the Management Proposal to the General Meeting on topics within its competence, and related documents;
(ix) meeting regularly with external auditors, including without the presence of management members, whenever necessary, to monitor the result of their quarterly reviews and the audit of the financial statements, as well as to deal with changes and/or maintenance of accounting principles and criteria; use of reserves and allowances; relevant estimates and judgments used in the preparation of the financial statements; risk assessment methods and the results of these assessments; changes in the audit scope; high-risk areas; material deficiencies and significant failures in internal controls; knowledge of illegal acts; and effects of external factors (economic, regulatory, and industry-related) on the financial reports and the auditing process;
(x) assessing the suitability of the controls adopted to check the compliance with the standards provided for in the Securities Trading Policy, and the Policy on Disclosure of Material Fact or Act, and monitoring their implementation;
(xi) monitoring the implementation of any recommendations made by the Internal Audit Department and external auditors;
(xii) monitoring everything that may be reported through the Company’s whistleblowing channel, ensuring compliance with TOTVS’S Code of Ethics and Conduct, warning the Board of any fraud and/or crimes and, when applicable, suggesting measures to be taken;
(xiii) assessing and monitoring the Company’s internal policies related to the topics under its competence, including the Policy on Transactions between Related Parties, and recommending to the management any corrections or improvements thereto;
(xiv) together with the Company’s management and with the internal audit area, the Internal Controls, Risks and Compliance area, and the Legal Department, assessing and monitoring the adequacy of transactions with related parties performed by the Company and their corresponding documents disclosed, in compliance with the applicable regulations and the Company’s Policy on Transactions between Related Parties;
(xv) providing the Board of Directors with support in monitoring compliance with the laws, standards, regulations, and internal policies applicable to the Company, as well as periodically reviewing the Compliance policies and procedures adopted by the Company, including but not limited to the Compliance Program, as well as the structuring, functioning, and work plan of the Compliance área;
(xvi) preparing an annual summary report to be submitted alongside the financial statements, containing at least the following information: (i) the meetings held and the key issues discussed; (ii) the activities carried out in the period, the results and conclusions reached, and the recommendations made; (iii) any situations in which there is significant divergence between the company’s management, the independent auditors, and the CAE (Statutory Audit Committee) regarding the Company’s financial statements;
(xvii) ensuring the existence of a channel or other means for receiving complaints, including confidential ones, whether internal and external to the Company, in matters related to its activities; and
(xviii) issuing its opinion on any matters that the Board may submit to it, as well as those that this Committee may deem relevant.