Corporate Governance

OVERVIEW

Vivara S.A. is committed to strict corporate governance rules, valuing transparency, fairness, accountability and corporate responsibility. These principles rule business relationships and ensure the alignment of interests between the Company, its management, controlling shareholders, shareholders and other stakeholders.
According to IBGC (Brazilian Institute of Corporate Governance), corporate governance is the system by which companies are driven and monitored, encompassing the relationship between the shareholders, board of directors, executive boards, independent auditors and fiscal council. The basic principles guiding this practice are: (i) transparency; (ii) equity; (iii) accountability; and (iv) corporate responsibility.

For the Company, the ongoing improvement of good corporate governance practices results in a more transparent management, complies with the principle of leveling the knowledge and provides more protection to investors. This process helps maximize the creation of value in the Company and provides elements for related parties to take strategic decisions.
Vivara’s Corporate Governance structure was created in 2019 as part of its preparation for an IPO and is organized as follows

EXECUTIVE BOARD, BOARD OF DIRECTORS AND COMMITTEES

Board of Directors
The Board of Directors shall have at least five and at most nine members, of which 20% must be independent board members, pursuant to the Regulations of B3’s Novo Mercado. The term of office of the board members is of two years and they can be reelected.

NAME POSITION ELECTION TERM OF OFFICE
João Cox Neto Chairman 2019 ASM 2021 ASM
Mr. João is an economist with a specialization in petrochemical economics from the University of Oxford, UK. He has a solid career as an executive, having worked as CEO of Telemig Celular and CEO of Claro, among other prominent positions. Mr. João has an extensive experience as board member of several companies, such as Tim Brasil, where he is the Chairman of the Board, Tim Participações, Embraer, Linx, Braskem, Qualicorp, Eldorado and Petrobrás.

José Ernesto Beni Bolonha Vice President 2019 ASM 2021 ASM
Mr. José Ernesto has a bachelor’s degree, license and graduate degree in Psychology and Business Administration from Pontifícia Universidade (PUC) in Sao Paulo, Universidade Mackenzie in Sao Paulo, Bowling Green State University in Ohio, USA and University of Kalamazoo in Michigan, USA. Mr. José Ernesto is also founder and CEO of “Ethos Desenvolvimento Humano e Organizacional”, author, consultant and national and international lecturer in Developmental Psychology applied to Administration and Education. Mr. José Ernesto created and coordinated organizational development programs focused on family business succession, mergers and acquisitions, strategic planning and building top management teams. Additionally, Mr. José Ernesto is a board member of Instituto de Estudos do Futuro (USP/PUC/Unicamp), board member of the Global Citizenship Education Network, board member of CIES (UN, WHO), board member of Teatro de Tábuas, board member of Colégio Santa Cruz, member of the examining board of IBMEC/SP and board member of Arezzo Indústria e Comércio S.A.
Anna Andrea Votta Alves Chaia Member 2019 ASM 2021 ASM
Mrs. Anna has a degree in Marketing from ESPM, with a graduate degree in business administration focused on finance from Fundação Getúlio Vargas (FGV). She has extensive experience in her area, working in companies such as Unilever, Natura, Swarovski and L’Occitane. Between 2013 and 2016, Mrs. Anna worked as an operating partner of Advent International Private Fund. From 2015 to 2019, she worked as managing director of Samsonite’s South and Latin America, responsible for rebuilding the operations in Brazil, Argentina and Uruguay.
Fábio Coelho Member 2019 ASM 2021 ASM
Mr. Fábio has a degree in civil engineering and a master’s degree from Universidade Federal do Rio de Janeiro (UFRJ). He is an executive with over 20 years of international experience in sales, marketing and general management positions. He was appointed Managing Director of Google Brazil in February 2011 where he currently works as CEO. Former VP of Marketing at BellSouth LATAM, coordinating 11 countries. Former CEO of the main Brazilian directory company (Listel) for 2 years. He has 10 years of experience in marketing and sales in US multinationals of consumer goods (Gillette, Quaker). In addition, he worked for 3 years in marketing financial services (Citibank).
Márcio Monteiro Kaufman Member 2019 ASM 2021 ASM.
Mr. Márcio has a degree in Business Administration from Mackenzie and an MBA in Administration from Thunderbird School. He worked as CEO of Etna. He has been working as CEO of Vivara Group for over 15 years. Mr. Márcio Monteiro Kaufman holds positions in other companies or third sector organizations.