With more than 41 years of experience developed in the financial segment of renowned national and multinational organizations, Edson Nassar has served as CEO of banks, in technology companies, as president of an insurance brokerage and as a director in various positions. With a Bachelor’s degree in Business Administration by FMU and a graduate from IBGC, he has experience as a member of boards and governance committees. Focused on management and restructuring of companies and teams, with strong performance in metrics and KPI’s, global and integrated strategic vision of the business, product portfolio, insurance marketing, sales and operations, digital banks, as well as their impacts and analyzes on business and its results. Edson has deep experience in the development, implementation and management of Business Units and People, with an emphasis on planning, process improvement, increased productivity and revenue optimization.
Governance and Nomination Committee
| Name | Position |
|---|---|
| Edson Georges Nassar | Committee Coordinator |
| Gilberto Mifano | Committee Member |
| Laércio José de Lucena Cosentino | Committee Member |
Mr. Gilberto 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 serving as an Independent Director and Coordinator of the Statutory Audit Committee of TOTVS S.A., he is also a member of the Governance and Nomination Committee. Mr. Mifano is an Independent Member and Coordinator of the Audit, Risk Management and Finance Committee of Natura &Co Holding S.A., Independent Member and Coordinator of the Audit Committee of Construtora Pacaembu S.A., Advisory Member of Pragma Gestão de Patrimônio Ltda., and Fiscal Council Director of the Arapyaú Institute of Education and Sustainable Development. In the last 5 years, he served as Independent Director of Cielo S/A until April 2022; Independent Director of Ambar S/A until 2017; Fiscal Council Member of Instituto Natura until 2017; Fiscal Council Member 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 the Brazilian Clearing and Depository Corporation (CBLC) from 1994 to 2008; Chairman of the Board of BM&F BOVESPA S.A. – Securities, Commodities and Futures Exchange from 2008 to 2009; and Board Member, Vice President and pro bono President of the Brazilian Institute of Corporate Governance (IBGC) from 2006 to 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) from 1999 to 2007. Key Contributions for the Company: Board Experience; Executive Career in Publicly-Held and/or Large Companies; Institutional Engagement; Corporate Finance and/or Accounting; Risk Management; Corporate Governance; M&A; Human Capital and Culture Strategy; Cybersecurity; and Capital Markets.
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.
The Governance and Designation Committee will be composed of at least three (3) members, all Directors, with at least two (2) Independent Directors.
The responsibilities of the Governance and Designation Committee are:
(i) Recommend and monitor the adoption of good corporate governance practice, as well as the effectiveness of processes, proposing updates and improvements as necessary;
(ii) Establish the channels and processes for interaction between long-term shareholders of the Company and the Board, especially on the issues of strategy, governance, compensation, succession and membership of the Board;
(iii) Select and nominate to the Board people who, complying with legal requirements and the needs of the Company, and after hearing the relevant stakeholders, may be candidates to form the slates to be approved by the Board – or individually – for submission to election by the Shareholders Meeting;
(iv) Select and nominate to the Board people who, complying with legal requirements and the needs of the Company, may be nominated to the Committees;
(v) Select and nominate to the Board people for the positions of Director to fill any vacancies;
(vi) Support the Chairman of the Board in organizing a formal and periodical performance review process of the Board and the Directors, to be conducted annually;
(vii) Ensure the existence, effectiveness and implementation of a succession plan for executives, and monitor its execution with the Personnel and Compensation Committee;
(viii) Express opinion on the Company’s governance practices, including in the Reference Form and Management Proposal for the Shareholders Meeting;
(ix) Express opinion on the participation of persons related to the Company as members of Boards of Directors, Advisory Committees to the Board of Directors and Audit Boards of other companies, whether publicly or closely held companies; and
(x) Support the Board of Directors in evaluating candidates for Directors regarding their eligibility as independent members.