Investor Relations

Statutory Audit Committee

Name Position
Gilberto Mifano Committee Coordinator
Lavinia Moraes de Almeida Nogueira Junqueira Committee Member
Mauro Gentile Rodrigues da Cunha Committee Member
Gilberto Mifano

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.

Lavinia Moraes de Almeida Nogueira Junqueira

Ms. Lavinia Junqueira is a lawyer in Sao Paulo, graduated in law from the University of Sao Paulo and has a master’s degree in economics from the Pontifical Catholic University of Sao Paulo. She is a Certified Public Accountant (CPA), consultant to the Audit, Risk Management and Finance Committee of Natura & Co Holding S.A., a member of the Fiscal Council (Supervisory Board) of Instituto Natura and has previously served as a member of Banco Pine’s Audit Committee. She has significant experience in executive roles in the financial market and in legal, compliance and risk management areas. Key contributions for the Company: Corporate Finance, Legal Intelligence and Corporate Governance.

Mauro Gentile Rodrigues da Cunha

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.

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.