2. Final Considerations
Structure of the Board
The revision of corporate governance practices carried out by Messrs José
Monforte and José Bolonha has established a major change in the Company’s
management
Arezzo&Co Board Members New Members
Independent
Members
Board consisting of 10 members,
including 4 independent directors;
Three women members (one of the
Boards with highest share of women
members in Brazil);
Complementary profiles and an
interesting mix of experience: retail,
consultancy, fashion and the financial
market;
Committees are formed to carry out
specific studies and activities and to
assist in decision-making.
Key Facts
The position of governance secretary was created to assist the Board in its functions. The secretary coordinates
schedules and agendas for the different governance bodies, and arranges schedules for the Company’s senior
management, in order to make them compatible as well as transparent.
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Anderson Birman
Presidente
Carolina Faria
Consultora de Marketing
Fabio Hering
Diretor Presidente da Cia. Hering
Rodrigo C. Galindo
Presidente da Kroton Educacional S/A
Welerson Cavalieri
Sócio-Diretor da INDG/Falconi Consultores de Resultados
Juliana Rozenbaum
Executiva do Itau BBA
Claudia Elisa Soares
Executiva com experiência em varejo
Guilherme A. Ferreira
Presidente da Bahema Participações
José Bolonha
Presidente da Ethos Desenvolvimento Humano e Organizacional
José Murilo Carvalho
Ex-Presidente da OAB-MG
3. Final Considerations
Committees
Welerson Cavalieri (Coordinator)
Members:
Guilherme A. Ferreira and Edward Ruiz
Risk, Audit and Finance Committee
Juliana Rozenbaum (Coordinator)
Members:
Fabio Hering, Carolina Faria and Arthur
Grynbaum
Strategy Committee
José Bolonha (Coordinator)
Members:
Claudia Soares and Ligia Martins
People Committee
The structure of the 3 committees has been revised to increase interaction
between the Board of Directors and the Executive Committee, and to give more
support to the Board’s decision-making
Constant revision of the annual targets
set by the Board and monitoring of all
work under the responsibility of the
management team
The committees do not pass resolutions,
but work in coordination with the Board
of Directors suggesting items for the
agenda and recommending approval, if
necessary
Each committee has its own
supplementary regulations, to provide
comprehensive support for the Board of
Directors
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4. Final Considerations
Corporate Governance – Portal
The Corporate Governance Portal is aimed at bringing together Board
Members, Committee Members, and senior management that has some
interaction with these bodies, in an organized environment
The Portal was developed with the aim of increasing transparency and communication
within the Company, according to the best governance practices.
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5. Notes:
1. Source: Prof. José Paschoal Rossetti 5
The new Corporate Governance structure minimizes potential conflicts of
interest, avoiding overlapping between functions of the Board and the
Executive Committee
Cohesion
OWNERSHIP
Interaction
BOARD OF DIRECTORS
(Internal and External)
Leadership
EXECUTIVE COMMITTEE
(Management Staff) Preparation and
Implementation of Strategy
Strategic Guidance
Approval and Monitoring
Final Considerations
Clear definition of roles avoids potential conflict
6. The Board’s role is even more immediate and aligned with the Company’s day-
to-day business, through more frequent meetings and the work of the
committees
New calendar defined, with bimonthly meetings, alternating with committee meetings. Agenda for the
meetings is fixed in advance, on an annual basis, allowing board members to be better prepared, the group
to perform better, and the matters for resolution, the discussions and recommendations to be optimized.
The 3 committees that assist the Board (strategy, people, and risk, audit and finance) are intended to make a
more thorough examination of the various matters under consideration by the Board, enabling them to give
greater support to the executive and allowing a more transparent and dynamic management.
The coordinators of each committee are board members, acting as a reporting link between the two
management levels.
An internal audit department has been set up, reporting directly to the Risk, Audit and Finance Committee.
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Final Considerations
Corporate Governance
7. IR Contacts
Thiago Borges
Leonardo Pontes dos Reis, CFA
Phone: +55 11 2132-4300
ri@arezzoco.com.br
www.arezzoco.com.br
CFO
IR
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