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According to the Law of Corporations, the Board of Directors is a collective decision-making body. The Board of Directors of Fleury is responsible, among other duties, for the general orientation of the Company‘s business and for the supervision of the management of its directors.
The Board of Directors shall be comprised of: (i) a minimum of seven and a maximum of 11 effective members, who shall be natural persons, residing or not in the country, all elected and dismissed at any time by the Shareholders‘ General Meeting and for a unified term of two years, reelection; and (ii) up to eight alternate members, all natural persons, residing or not in the country, elected and dismissed at any time by the General Assembly, who will replace the replacement of effective members.
Currently, the Board of Directors of Grupo Fleury has 10 effective members, including 3 independent members.
In August 2018, the Board of Directors realized its annual evaluation process, using specific methodology through individual (self-assessment) and collegiate evaluations. The Compensation, Nomination and Organizational Development Committee presented a report to the Board of Directors, emphasizing the 75% adhesion of the directors and their main results. Some highlights were the active participation of the board members, the productive dynamics of discussions and decisions of the Board with space for dialogue and constructive debates, as well as the positive relationship building between the board members and between the board and CEO. In addition, there was a recommendation to encourage greater exposure of board members to the company‘s operations, further deepening the knowledge in the business. In 2019, the evaluation process will take place in the fourth quarter to allow time for new members to be accommodated, and will follow the same methodology.
|Directors||Title||End of term of office|
|Marcio Pinheiro Mendes||Chairman||A.S.M in 2021|
|Fernando Lopes Alberto||Vice-Chairman||A.S.M in 2021|
|Rui Monteiro de Barros Maciel||Director||A.S.M in 2021|
|Andrea da Motta Chamma||Director||A.S.M in 2021|
|Luiz Carlos Trabuco Cappi||Director||A.S.M in 2021|
|Samuel Monteiro dos Santos Junior||Director||A.S.M in 2021|
|Vinicius José de Almeida Albernaz||Director||A.S.M in 2021|
|Fernando de Barros Barreto||Independent director||A.S.M in 2021|
|Cristina Anne Betts||Independent director||A.S.M in 2021|
|André Marcelo da Silva Prado||Independent director||A.S.M in 2021|
|Ivan Luiz Gontijo Junior||Alternate director||A.S.M in 2021|
|Octavio de Lazari Junior||Alternate director||A.S.M in 2021|
|Manoel Antonio Peres||Alternate director||A.S.M in 2021|
A.S.M: Annual Shareholders‘ Meeting
The Company‘s Fiscal Council was installed by resolution of the Annual Shareholders‘ Meeting held on 04/29/2019 and is composed of three effective members and their respective alternates. The Fiscal Council shall operate until the first Annual Shareholders‘ Meeting to follow its installation.
The Fiscal Council is an independent body of the Company‘s management. The Law 6,404/76 establishes the responsibilities of the Fiscal Council, which includes oversight of management activities, review of the publicly-held company‘s financial statements and disclosure of its conclusions to shareholders.
|Members||Title||End of term of office|
|José Maria Chapina Alcazar||Member||A.S.M in 2021|
|João Carlos de Oliveira||Member||A.S.M in 2021|
|Luciana Doria Wilson||Member||A.S.M in 2021|
|Adriana Ruiz Alcazar||Alternate member||A.S.M in 2021|
|Paulo Sérgio Rodrigues||Alternate member||A.S.M in 2021|
|Ana Carolina Ribeiro Strobel||Alternate member||A.S.M in 2021|
Advisory Committees to the Board of Directors¹
- Audit, Risk and Compliance Committee
On December 15th, 2004, the Board of Directors constituted the Audit Committee, currently called the Audit, Risk and Compliance Committee, with permanent operations, to recommend the conditions for hiring independent external auditors and propose their objectives; analyze and evaluate internal audit work, ensure and improve internal controls; recommending procedures in the face of inadequate accounting practices; and to follow the mapping of the risks to which the company is exposed and the respective preventive and mitigating actions.
- Compensation, Appointment and Organizational Development Committee
According to the meeting of the Board of Directors held on March 28th, 2007, the Appointments and Compensation Committee, currently called the Compensation, Appointment and Organizational Development Committee, was set up to advise the board of directors and/or the Executive President in the evaluation, appointment and dismissal of directors; follow the evolution of the organization, facing strategic challenges for business and management; evaluate performance appraisal systems, salary policies and staff development programs; propose guidelines and criteria for variable remuneration programs; and accompany and propose actions arising from the evaluation of the organizational climate.
- Strategy Committee
Established by the Board of Directors on September 28th, 2010 as a Strategy Committee, with permanent operations, to support the Board of Directors in the evaluation, prioritization and follow-up of the most relevant projects in the Company.
- Finance and Projects Committee
Established by the Board of Directors on October 29th, 2014 and effectively installed on April 28th, 2015, formerly called the Profitability and Investments Committee, the Finance Committee has the function of following the budget guidelines, receivables management and glosses, analyzing actions to reduce costs and expenses and improve profitability and evaluate investment opportunities.
¹All Committees are permanent and its composition has a term of two years from its election.
Marcio Pinheiro Mendes: Mr. Marcio Pinheiro Mendes holds a graduate degree in business administration from Goizueta Business School, Emory University in the United States and holds an MBA from HEC Paris, France. He began his career at Accenture do Brasil, working on projects of operational excellence, and later developed his career in Europe, together with major technology companies such as BEA Systems, Oracle and Adobe. He has worked in different positions in Finance and Compliance, leading projects in France, Spain, Portugal, Italy, Belgium, the Netherlands and Luxembourg. Since 2011, it has been associated with the group of medical partners, the main shareholder of the Fleury Group, since 2015 as the Chief Executive Officer of Integritas Participações. From 2015 to 2019 he was Vice-Chairman of the Board of Directors of Grupo Fleury.
Fernando Lopes Alberto: Mr. Fernando Lopes Alberto has a degree in medicine from Faculdade de Medicina da Universidade de São Paulo in the city of Ribeirão Preto (FMRP-USP), did his medical residency in Hematology and Bonemarrow Transplant at the same institution, and his PhD in Clinical Medicine at UNICAMP. From 1998 to 2000, he worked as a doctor and as a researcher at the Blood Center of UNICAMP, executing academicals and assisting activities, with 25 publications in international indexed magazines. He worked at Fleury as a medical advisor (Molecular Biology and Hematology) until 2008 when he was transferred to the Information Technology of Fleury, working for two years as project manager. In 2010, he assumed the management of the Hospital Business area. In 2011 he completed his International Executive MBA offered by the consortium of five business schools (FGV/Brazil; EGADE/Mexico; UNC/USA; RSM/Netherlands; CUHK/Hong Kong: OneMBA) and he has also completed the Board of Director course of IBGC.
Rui Monteiro de Barros Maciel: Mr. Rui Monteiro de Barros Maciel, MD, Ph.D. has been a member of the Fleury Group since 1983 and is its Director of Organizational Culture since 2011. He is also a Full Professor and Director of the Laboratory of Endocrinology Molecular and Translational Study of the Paulista School of Medicine, Federal University of São Paulo (EPM / UNIFESP) since 1992 and Full Member of the National Academy of Medicine since 2017. He graduated in Medicine in 1970 from EPM/UNIFESP, where he was a Resident Physician in Clinical Medicine and Endocrinology, obtained the Master‘s and Doctorate and made his full teaching and research career, becoming a Full Professor in 1992. He did postdoctoral at the University of California Los Angeles (1976-78) and was Visiting-Professor at Harvard Medical School (1986-87). He oriented about 50 students in Master‘s and Doctorate programs, now medical leaders in Brazil and abroad. He has published over 230 research papers in the field of endocrinology in journals such as Cell, Journal of Clinical Investigation and Nature Reviews (with more than 5500 citations) and edited 6 books. He has presented more than 600 conferences in Brazil and abroad. He has been in Fleury since 1979, where he was recruited as a medical advisor in Endocrinology, a position he holds until today and became a partner in 1983. He was the Director of Attendance (1983-86 and 1988-95), Medical Director (1995-2010) and has been Director of Organizational Culture since 2011. As Director of Organizational Culture (non-statutory) of the Company, his main role is to define and cultivate the values, traits and essence of the Fleury Group for the diverse group of employees of national scope, with the purpose of disseminating a vigorous, patient-oriented culture and provider of the best solution in diagnostic medicine. He works extensively on acquisitions, with the objective of integrating and converting the acquired institutions into the Company‘s culture.
Andrea da Motta Chamma: Ms. Andrea da Motta Chamma is an exponancial and innovation strategic consultant. She possesses extensive experience in the Brazilian and international financial markets, participating in more than 150 capital markets transactions. Ms Chamma worked for international institutions such as Bank of America Merrill Lynch, where she was Vice Chairman and Director of Equity Sales, responsible for the institutional investors relationship management in Brazil, EUA and Europe. She was also Director at Citi, ING and ABN where she structured the equities area and implemented the Brokerage department. Ms. Chamma is involved in initiatives regarding the development of leadership and female empowerment. Led the group of D&I (Diversity and Inclusion) of Bank of America Merrill Lynch in 13 countries, receiving the Global Award of the Bank for the work done with the development of female leadership. Member of the group "Mulheres em Conselho", IBGC - Instituto Brasileiro de Governança Corporativa Initiative, IFC International Finance Corporation - WCD - Women Corporate Directors, which aims to increase the participation of women in Boards of Directors. Received the award Lide Jovem Pan "Who makes a better Brazil", and was elected in 2016 by Forbes Magazine as one of the most influential women in Brazil. Ms Chamma graduated in Business Administration by FGV - Fundação Getúlio Vargas, and attended specialization courses in business management at Harvard, Columbia, MIT e Singularity Universities.
Luiz Carlos Trabuco Cappi: Mr. Luiz Carlos Trabuco Cappi is an External Member Graduated in Philosophy with a postgraduate degree in Socio-Psychology from the Fundação Escola de Sociologia e Política of São Paulo. He began his career 48 years ago, dedicating his entire professional life to the Bradesco Organization. He was the Investor Relations Officer and, as Executive Vice-President of Banco Bradesco, from 1999 to 2009, he accumulated the Chairmanship of the Bradesco Seguros Group for 6 (six) years. He chaired the Board of Directors of Banco Bradesco from March 2009 to March 2018, accumulating the position of Vice-Chairman of the Board of Directors until October 2017, at which time the Chairman of the Board of Directors was appointed. He was Chairman of the Board of Directors of Odontoprev SA, Member of the Board of Directors of ArcelorMittal Brasil, Member of the Strategic Committee of Vale SA, Chairman of the Marketing and Funding Committee of the Brazilian Association of Real Estate Credit and Savings Entities - ABECIP, ANAPP, President of the National Federation of Supplementary Health - FENASAÚDE, President of the Council of Representatives and of the Executive Board of the National Confederation of Financial Institutions - CNF, Member of the Superior Council and Vice-President of the National Confederation of Enterprises. General Insurance, Private Pension and Life, Supplementary Health and Capitalization - CNSeg, Member of the Executive and Advisory Boards of FEBRABAN - Brazilian Federation of Banks and Member of the Association Internationale pour I‘Etude de I‘Economie de I‘Assurance - Association de Genève, Geneva, Switzerland.
Samuel Monteiro dos Santos Junior: Mr. Samuel Monteiro dos Santos Júnior holds a bachelor’s degree in accounting and business administration from the Federal University of Rio de Janeiro and a law degree from Law School Cândido Mendes. Mr. Samuel Santos Junior is a member of the Board of Directors of the Company. He is also a member of the Board of Directors and Audit Committee Coordinator of Bradesco Saúde SA, Odontoprev SA, a public company and Brasildental Dental Plan Operator and Swiss RE. Currently also is member of the Board of Directors and held the position of Chief Executive Officer of BSP Empreendimentos Imobiliários S.A. and its subsidiaries. He held until March 31, 2011 the position of Executive Vice-President of the companies that form the Bradesco Group. Mr. Samuel has held positions in the management of the companies belonging to the Grupo Bradesco de Seguros e Previdência, of which the controlling company is Bradesco Seguros SA, which owns, as the parent company, Bradseg Participações SA.
Vinicius José de Almeida Albernaz: Mr. Vinicius José de Almeida Albernaz graduated in Economics from Pontifical Catholic University of Rio de Janeiro - PUC-Rio. He joined the financial market in 1990 as Trainee at Banco Icatu S.A., where he became the partner in charge of International Treasury. Between 1995 and 1996, in New York, he was Director of Icatu Investment Corporation. He was present at Corretora Ativa, responsible for the project of association with the American brokerage firm Cantor Fitzgerald, in the introduction of electronic trading systems in the local over-the-counter fixed-income market. From 2003 to 2006, he was Director of Credit Suisse in the area of Wealth Management, responsible for the product desk, execution and advisory for Private Banking, and then as portfolio manager in GP Asset Management, responsible for the management of external funds. In May 2007, he joined the Treasury of Banco Bradesco BBI S.A., as Superintendent responsible for the international trading desk and the Private Banking trading desk. In February 2009, he was transferred to the Treasury Department of Banco Bradesco S.A., as Manager in charge of the Private Banking desk. He was promoted to Executive Superintendent in August 2009, assuming the coordination of the Treasury‘s commercial desks, attending to the commercial segments, departments and clients of the Bank in the pricing of assets, funding and the negotiation / structuring of Treasury products - Corporate Desk, Companies, Prime / Retail, Private Banking, Institutional, Funding and Structured Products. In June 2011 he was elected as Director of Banco Bradesco S.A. In March 2013, he was transferred to the Bradesco Seguros Group, where he assumed the position of Chief Financial Officer, responsible for Investment Management and Cash Flow, Business Analysis, Corporate Actuarial Unit and Management of Risks. In June 2016 he became Superintendent Director of BRAM - Bradesco Asset Management, Investment Fund Manager of Banco Bradesco, a position he left in March 2018 to become president of Bradesco Seguros S.A., command society of Grupo Bradesco de Seguros.
Fernando de Barros Barreto: Mr. Fernando Barreto holds a degree in Electrical Engineering from the Polytechnic School of the University of São Paulo - USP and a Master in Computer Engineering from the University of Southern California - Los Angeles. Mr. Fernando Barreto was a Senior Consultant at Booz Allen, The Boston Consulting Group and Roland Berger, as well as CEO of the private equity fund FVF in 2005. That same year, he founded the First Consultation Company, is responsible for the practices Health, Education and Finance, where he leads projects for health plan operators, insurers, hospitals, hospital products companies, medical clinics, diagnostic laboratories, school networks, universities, book publishers, educational systems and investors. As a consulting company partner, in 2013 he began his work at the Associação Educadora São Carlos (AESC), the organization that maintains a set of hospitals and schools in Rio Grande do Sul, with a consulting project for the structuring of the company‘s corporate governance, and currently holds the position of General Superintendent on an interim basis, following the development of business, transformation programs and the implementation of long-term strategies.
André Marcelo da Silva Prado: Mr. André Prado holds a degree in Production Engineering from the Federal University of Rio de Janeiro, with an Executive MBA in Finance from IBMEC - Brazilian Institute of Capital Markets. Senior International Bankers Course, The International Center for Banking and Financial Services (Manchester Business School), Wharton Executive Development Program, The Wharton School (University of Pennsylvania) and Advanced Management Program, by Insead. He joined Citibank in 1985 in the Management Trainee program, where he remained as Corporate Manager until 1988. Right after, he joined Lloyds Bank PLC, where he remained until 1997 as Corporate Officer. In 1997, he joined the Bradesco Group. Between 2001 and 2009 he occupied the position of Executive Superintendent of the Bradesco Corporate Department, being chosen then Departmental Director. In 2012, he was elected Executive Officer and was responsible until 2017 for Corporate, Corporate and International departments. During this period he was a member of the Board of Trustees of Fundação Bradesco and member of the Board of Directors of the Institute of Diseases of the Digestive System and Nutrition (FIMADEN).
Cristina Anne Betts: Ms. Cristina Betts graduated in Business Administration from Fundação Getúlio Vargas in 1991, with an MBA from INSEAD in France. Since 2004, Ms. Cristina Betts has held the position of Director of Strategic Planning, Controllership and IR of TAM Linhas Aéreas S.A., where she was responsible for the analysis and decision making of the strategy of controls and relations with investors and its strategic planning. In 2008, Ms. Cristina Betts became the Financial and Investor Relations Officer of Iguatemi Empresa de Shopping Centers SA, where she is responsible for Strategic Planning, Ecommerce, M&A, Accounting, Controllership and Fiscal, Treasury, CSC and IT. Previously to 2004, worked on Bain & Company, Banco Garantia and PriceWaterhouse. Ms. Cristina Betts was a member of the Board of Directors of Contax S.A. between 2008 and 2012, and also of Saint Paul‘s School between 2008 and 2014, presiding over the last Board of Directors between 2012 and 2014. Since 2015, Ms. Cristina Betts has been a member of the Board of Directors of the Association Samaritano. She has held the positions of Chairman of the Finance Committee and Finance Director since 2016. Ms. Cristina Betts also serves as Fiscal Counselor at Rumo SA since April 2018, and has been a member of the Audit Committee of SwissRE Corporate Solutions Brasil SA since February 2019.
Ivan Luiz Gontijo Junior: Ivan Luiz Gontijo Junior is a Law graduate by Universidade Católica de Petrópolis. Legal Director of Grupo Bradesco Seguros. Former Commercial Law Professor of Universidade Católica de Petrópolis and Security Law Professor of Faculdade de Direito Cândido Mendes. General Director of Bradesco Seguros, Bradesco Capitalização S.A., Bradseg Participações S.A., Mediservice Operadora de Planos de Saúde S.A. Bradesco Saúde S.A., Bradesco Vida e Previdência S.A., Bradesco Auto/RE Companhia de Seguros, Atlântica Companhia de Seguros, BSP Affinity Ltda. Member of the Legal Comittee of IESS - Instituto de Estudos em Saúde Suplementar and member of the Board of Directors of Odontoprev S.A. Is part of the Board of Directors as an alternate member of IRB-Brasil Resseguros S.A., alternate member of Companhia Brasileira de Gestão de Serviços e da Brasildental Operadora de Planos Odontológicos, and titular member of Odontoprev S.A.
Octavio de Lazari Junior: Octavio de Lazari Junior initiated his carrer in Bradesco S.A in 1978. Was elected Adjunct Executive Director of Bradesco S.A. in 2012, Executive Managing Director in 2015 and Vice President Director in 2017. Mr. Lazari is a specialist in Financial Strategies and Marketing by Fundação Instituto de Administração - FEA/USP, Financial Management by Fundação Getúlio Vargas - FGV and Finances Strategies by Fundação Dom Cabral, attended AMP - Advanced Management Program - lectured by IESE Business School - University of Navarra, São Paulo and is Director President of Bradesco S.A.
Manoel Antonio Peres: Mr. Manoel Antonio Peres is Chief Executive Officer of Bradesco Saúde S.A. and Mediservice Administradora de Planos de Saúde S.A. and General Director of Bradesco Saúde S.A. He was a Director of Bradesco Dental S.A.; the Company was merged into Odontoprev S.A. He is Vice-Chairman of the Board of Directors of Odontoprev and Member of the Board of Directors of Companhia Brasileira de Gestão de Serviços. Technical Director of the Syrian-Lebanese Hospital in São Paulo, in 2006; Director of Sul América Seguros, from August 2001 to August 2005 and Technical and Operational Director of Medial Saúde S.A., from January 1998 to August 2001.