Ms. Ana Claudia Piedade Silveira dos Reis holds a degree in Computer Science from the Pontifical Catholic University of Minas Gerais (PUC-MG) and a master’s degree in Information Science from the Federal University of Minas Gerais (UFMG). She is an Independent Director and Coordinator of the People and Remuneration Committee at the Company. With more than fifteen years of experience in executive recruitment for the Technology, Media, Telecommunications, Services, E-Commerce, Private Equity, Venture Capital, Startups, Education, and Real Estate sectors, she is a senior partner at Kingsley Gate Partners and responsible for the company’s operations in Brazil. Additionally, she brings to the Company her solid experience in management and technology consulting, working on issues related to attraction, recruitment, retention, and people management, having also advised the Company in the succession process that resulted in the hiring of the current CEO. Main contributions to the Company: Executive Career in Public and/or Large Companies; Experience in the Technology Sector; Entrepreneurship; Human Capital and Culture Strategy; Diversity and Inclusion.
People and Compensation Committee
| Name | Position |
|---|---|
| Ana Claudia Piedade Silveira dos Reis | Committee Coordinator |
| Edson Georges Nassar | Committee Member |
| Laércio José de Lucena Cosentino | Committee Member |
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.
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.
Personnel and Compensation Committee will be composed of at least three (3) members, all directors, and at least two (2) must be independent.
The responsibilities of the Personnel and Compensation Committee are:
(i) Examine candidates to be nominated to the Board of Executive Officers of the Company, as indicated by the Chief Executive Officer, submitting its recommendation to the Board of Directors for the respective election;
(ii) Present to the Board a proposal for distribution of the overall annual compensation among Executive Officers and Directors based on the standards in the information technology market, and monitor the payment of compensation and, if they are not aligned with the standards of the information technology market, inform the Board;
(iii) Express opinion on the grant of stock options to Management and Employees of the Company;
(iv) Express opinion on profit sharing for Executive Officers and Employees of the Company;
(v) Examine the recruitment and hiring methods adopted by the Company and its subsidiaries, based on parameters used by similar Brazilian companies;
(vi) Identify, at the Company and its subsidiaries, potential future leaders for the Company and monitor the development of their respective careers;
(vii) Monitor the preparation and implementation of a succession plan for the Company’s executives to ensure that management has professionals available for hiring or promoting, whose professional experience and skills contribute to the healthy performance and preservation of value of the Company, keeping such plan always updated for periodical monitoring by the Board. The succession plan of the Chief Executive Officer will be monitored by the Chairman of the Board;
(viii) Monitor the annual performance review of the Company’s executives, based on the verification of achievement of performance targets, financial or otherwise (including environmental, social and governance aspects), aligned with the values and ethical principles of the Company;
(ix) Propose the form of disclosure of compensation of Management in the Management Proposal submitted to the Shareholders Meeting and in the Reference Form; and
(x) Perform a self-appraisal of its activities and identify opportunities for improvement.