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.
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 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.
Mr. Laércio José de Lucena Cosentino is the founder and Chairman of the Board of Directors of TOTVS and a member of the Strategy Committee, Governance and Nomination Committee, and People and Remuneration Committee. Graduated in Electrical Engineering from the Polytechnic School of the University of São Paulo (USP), his career and history have been consolidated in the IT sector, especially with the founding of TOTVS in 1983. The company is the absolute leader in Brazil and operates in 41 countries. Laércio Cosentino is Chairman of the Board of Directors of the Brazilian Association of Information and Communication Technology Companies (Brasscom), Chairman of the Board of Mendelics, and a member of the Board of A.C. Camargo Cancer Center, among other activities. Main Contributions to the Company: Experience on Boards; Executive Career in Public and/or Large Companies; Reference Businessman in the Technology Sector and in Brazil; Institutional Performance and Engagement; Entrepreneurship; Corporate Governance; M&A; Disruptive Business Model; Human Capital and Culture Strategy; Cybersecurity; Diversity and Inclusion; Capital Markets; Information Technology; Sales and Distribution.
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.