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.
Statutory Audit Committee
| Name | Position |
|---|---|
| Gilberto Mifano | Committee Coordinator |
| Ricardo Grosvenor Breakwell | Committee Member |
| Tania Sztamfater Chocolat | Committee Member |
Mr. Ricardo Breakwell is an administrator and accountant graduated in business administration from the Pontifical Catholic University of Sao Paulo and has a accounting degree from Universidade Paulista, with an MBA in Finance from the Getúlio Vargas Foundation. He has proven experience in finance, controllership, accounting and auditing in medium-sized and large companies, having worked for 16 years at Deloitte Touche Tomahsu, leading external auditing, due diligence and M&A projects, including IPOs and debt renegotiation. He has expertise in financial planning, budget management and economic scenario analysis.
Ms. Chocolat holds a degree in Production Engineering from the Polytechnic School of the University of Sao Paulo. Currently, she is Senior Executive Officer responsible for the area of Direct Equity Investments for Latin America and Head of the Sao Paulo Office of the Canada Pension Plan Investment Board. She is also an independent member of the Board of Directors, Coordinator of the Audit Committee, member of the Strategy and New Business Committee, and the People and Sustainability Committee of Equatorial Energia, since April 2019. Previously, from 2013 to 2017, Ms. Chocolat was responsible for managing illiquid investments at Raiz Investimentos, and also responsible for Private Equity investments in Brazil for Capital Group. She was an alternate member of the Board of Directors of STP (Sem Parar). Between 2004 and 2013, she worked in the areas of Investment Banking, Private Banking, and Equity Research of Banco Unibanco and Itaú Unibanco S.A. banks. She was Head of the Solution Partners area at Itaú Private Bank, Executive Director at Itaú BBA, Director, Head, and Senior Analyst of the consumer and retail sector in the Equity Research area at Banco Unibanco S.A., and also worked in the Investment Banking area at Banco JP Morgan between 1999 and 2002. Key Contributions to the Company: Strategic Planning, Corporate Finance, Securities exchange market and Investments and Sustainability.
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.