Investor Relations

Governance and Nomination Committee

Name Position
Edson Georges Nassar Committee Coordinator
Gilberto Mifano Committee Member
Laércio José de Lucena Cosentino Committee Member
Edson Georges Nassar

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.

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.

Laércio José de Lucena Cosentino

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.