Board of Directors

Under the Brazilian corporate law, Grupo Fleury’s board of directors is a collective decision-making body responsible for the formulation and monitoring for implementation of overall business policies, including the Company’s long-term strategy. It is also responsible, among its other functions, for the appointment and supervision of its executive officers.

The Board of Directors shall be comprised of: (i) a minimum of seven (07) and a maximum of eleven (11) sitting directors, who shall be natural persons, residing in Brazil or abroad, elected and removable at anytime by the Shareholders. The board members shall all be shareholders of the Company, and at least twenty percent (20%) of seats on the board shall be occupied by Independent Directors, as defined below; and up to eight (08) alternate directors, who shall be natural persons elected and removable at any time by the Shareholders. The alternate directors shall substitute for the sitting members expressly appointed by the Shareholders in case of absense or ocasional impediment.

Directors Title End of term of office
Marcos Bosi Ferraz Chairman ASM in 2019
Marcio Pinheiro Mendes Vice-Chairman ASM in 2019
Marcio Serôa de Araujo Coriolano Director ASM in 2019
Samuel Monteiro dos Santos Junior Director ASM in 2019
Fernando Lopes Alberto Director ASM in 2019
Flávio Benício Jansen Ferreira Independent director ASM in 2019
José Rogério Luiz Independent director ASM in 2019
Luiz Antonio de Moraes Carvalho Independent director ASM in 2019
Manoel Antonio Peres Alternate director ASM in 2019
Maria de Lourdes Lopes Ferrari Chauffaille Alternate director ASM in 2019
Octavio de Lazari Junior Alternate director ASM in 2019

Advisory Committes to the Board of Directors¹

  • Audit and Risk Management Committee

Acts to recommend the external audit terms of engagement independent and propose its objectives; analyze and evaluate the work of internal audit, ensure and improve internal controls; recommend procedures before the inadequacies of finding regarding the best accounting practicies; follow the mapping of risks to which Company is exposed and their preventive and mitigating actions

Committee members: Luiz Carlos Vaini (coordinator), Haydewaldo Roberto Chamberlain da Costa and Marcio Pinheiro Mendes.

  • Finance Committee

This committee has the task of monitoring the budget guidelines, receivables management and cancellations, analyze cost reduction actions and expenses and improve profitability in addition to evaluate investment opportunities.

Committee members: Marcio Pinheiro Mendes (coordinator), Vicinius Marinho da Cruz and José Rogério Luiz.

  • Projects Committee

It is responsible for the discussion of major corporate guidelines; strategic drivers of propositions; monitoring the work of formulating the strategic plan; evaluation and recommendation of specialized consultants when necessary.

Committee members: Marcos Bosi Ferraz (coordinator), Curt Cortese Zimmermann e Flávio Benício Jansen Ferreira.

  • Compensation Committee

Engaged in the evaluation, appointment and removal of directors; follow the evolution of the organization facing strategic challenges for business and management; evaluate performance evaluation systems, wage policies and workforce development programs; propose guidelines and criteria for variable compensation programs; propose guidelines and criteria for variable compensation programs; and monitor and propose actions arising from the evaluation of organizational climate.

Committee members: Fernando Lopes Alberto (coordinator), Juliano Ribeiro Marcilio e Luiz Antonio de Moraes Carvalho .

¹All Committees are permanent and its composition has a term of two years from the election on October 6th, 2016

CVs

Marcos Bosi Ferraz. Mr. Marcos Bosi is member of Fleury’s Board of Directors. He is chaiman and Chief Financial Officer of board of directos of Integritas Participações S.A. since 2013 and Chief Executive Officer of CORE Participações S.A. Mr. Bosi is associate professor in the Department of Medicine and Head of the Interdepartmental Group of Health Economics of UNIFESP and Head of the Paulista Center for Health Economics (CPES). Mr. Bosi was Medical Manager of the Hospital Israelita Albert Einstein, having joined Fleury Group in 1997 as a medical officer of Immunology and Rheumatology. In the period 1999-2005 he served as Director of Fleury Group‘s Diagnostic Center. In 2003 and 2004 he was a member of the Board of Fleury Group and from 2006 to 2009 he served as Institutional Relations Officer at Fleury Group. Mr. Marcos Bosi is a Physician graduated from the Escola Paulista de Medicina (EPM-UNIFESP), and holds a master degree and PhD in Rheumatology from EPM-UNIFESP, and Master degree and Post-doctorate in Clinical Epidemiology and Health Economics from McMaster University, in Canada. Mr. Bosi holds MBA in Strategic Management from the Escola Trevisan de Negócios and atended in 2004 the course for Boad of Directors from Brazilian Institute of Corporate Governance (IBGC).

Marcio Pinheiro Mendes. Mr. Marcio Mendes holds a graduate degree in business administration from Emory University in USA and Master Business Administration from HEC Paris, in France. Mr. Marcio Mendes was a consultant with Accenture in Brazi, and worked in finance and compliance for tech companies listed on the Nasdaq, in Europe. Mr. Marcio Mendes has academic and professional training in 5 countries and is fluent in four languages.

Márcio Serôa de Araújo Coriolano. Mr. Coriolano has been a statutory executive officer of Bradesco Saúde since January 2001 and is now President Director whose mandate expires in 2011. He has worked as executive officer responsible for anti-money laundering activities, managing director, responsible for the technical and operational areas of Bradesco Saúde. He has worked as Managing Director at Bradesco Dental, from 2007 to 2010. Today he is also President Director at Mediservice Administradora de Planos de Saúde S.A. until 2011; Managing Director at Bradesco Seguros S.A until 2011; member of the health insurance technical committee of the National Federation of Private Health Insurance Companies (FENASEG) since 2004; Member of the Board of Directors and Vice President of the Fiscal Committee of IESS (Institute for Studies on Supplementary Health), until October 2010; member of the Technical Committee indefinitely; member of the Board of Directors of Central os Services at CNSeg until October 2010; Presidente of Fenasaúde until 2013; surrogate member of the Board of Directors at Odontoprev until 2011; surrogate member of the Board of Directors at Fleury S.A. until 2011; and member of the Technical Chamber of CBHDM (Brazilian Hierarchical Classification of Medical Procedures by Fenasaúde, of the Brazilian Medical Association.

Samuel Monteiro dos Santos Junior. Mr. 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. Mr. Santos Júnior is also member of the Board of Directors of following companies: Integritas S.A., Europ Assistance Brasil Serviços de Assistência S.A., EABS Serviços de Assistência e Participações S.A., IRB Brasil Resseguros S.A., Odontoprev S.A. and Brasildental Operadora de Planos Odontológicos. Mr. Santos Junior served as Chief Executive Officer of BSP Empreendimentos SA and its subsidiaries. Held until 31/03/2011 the position of Executive Vice-President of the Bradesco Group’s companies.

Fernando Lopes Alberto. Fernando Lopes Alberto is a member of Grupo Fleury since august of 2000. Since before assuming the Board of Directors, he acted as Grupo Fleury’s Executive Business Director of the company. In this position, he has worked on the expansion of new clients, particularly new hospitals that started operating in a patronized technological environment, with diagnostic services in a particular way. There were improvements in the operation, medical processes and business management. He 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. Currently, he is also a member of the Board and the Chairman director of Papaiz Associates and the Chairman of the World wide Association of former students of the One MBA.

Flávio Benício Jansen Ferreira. Mr. Flavio Jansen, appointed to the post of independent director of Fleury’s Board, is an engineer and entrepreneur. Mr. Flavio Jansen is CEO of Locaweb, hosting and internet services hosting company, since January 2013. He is currently an independent director of Digipix SA and Quero-Quero SA, both privately held companies. Mr. Flavio Jansen is an investor and advisor to Flyers 24 Hours SA - Announcement and Disclosure, and is an investor and former director of Modanet Electronic Commerce SA. He is partner of XS Technology Consulting Ltda. responsible for initiating the Submarino.com, website, he served the company as chief technology reaching the position of CEO. He was CEO of Submarino.com during the company‘s IPO and during the merger with Americanas.com resulting in B2W company. Mr . Jansen was as an independente director of CETIP SA - Mercados Organizados, public company, and he was director of Grupo IBMEC Educacional S.A.ng and consumer goods. He is a member of the Board of Directors of Allied SA, technology products company.

Luiz Antonio de Moraes Carvalho. Mr. Luiz Carvalho, appointed to the post of independent director of Fleury’s Board, is a production engineer graduated from USP’s Polytechnic School in 1969, with several specialization courses in Brazil and abroad. He has solid experience of over 40 years of which 28 in the Cofra Group, acting in the management of retail operations, consumer credit and Real Estate. Has excellent knowledge of Planning, Finance, Technology, Human Resources, Consumer Behavior and Marketing. After his last executive position in Cofra Group served as non-executive board member in 6 governance organizations in Latin America, Europe and China. Mr. Luiz Carvalho is an independent member of the Board of Directors of Kroton Educacional, a listed company that operates in the education sector. He is an advisor to the Board of Directors of Lojas Quero-quero S.A. and of Lojas Avenida S.A. and member of the Strategy Committee of the IBGC - Brazilian Institute of Corporate Governance.

José Rogério Luiz. Mr. Luiz, graduated in Economics, is a partner at ITU Partners, a strategy consultancy for technology companies. He was an executive at companies such as PwC, Embraer, Citibank and Antactica / AmBev. For 10 years he was a partner and Executive Vice-President at TOTVS. He was also Vice President of Netshoes Group. He is a member of the Board of Directors of Aché Laboratórios Farmacêuticos and of the Fleury Group. previously, he has been a member of Fundição Tupy‘s Board of Directors.

Manoel Antônio Peres. Mr. Manoel Peres is an alternate member of the Board of Directors of the Company. Mr. Peres is a Director of Bradesco Saúde S.A.; Director of Mediservice Administradora de Planos de Saúde S.A. He was a Director of Bradesco Dental S.A.; the Company was merged into Odontoprev S.A.; 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.

Maria de Lourdes Lopes Ferrari Chauffaille. Mrs. Maria de Lourdes Lopes Ferrari Chauffaille, is the alternate diretor of Mr. Fernando Lopes Alberto, Marcio Pinheiro Mendes and Marcos Bosi Ferraz in the Board of Directos and doctor with Residency, Master and Doctorate degree in Hematology. Associate-free teacher in Hematology of Unifesp, she works as medical advisor of Hematology, Cytogenetics and Molecular Biology in Onco-Hematology at Grupo Fleury. She was the Chairwoman of Core Participações, shareholder of Fleury from 2012 to 2014. In 2015, she 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). She has also completed various courses in the area of corporate governance (IBGC), leadership and finance.

Octavio de Lazari Junior. Mr. Octavio de Lazari Junior started his career at Banco Bradesco SA in September 1978. He was elected Deputy Executive Director in January 2012 and Executive Director in February 2015. In May 2017, he was appointed as Vice-President of Banco Bradesco SA and Chief Executive Officer of Bradesco Seguros SA, Bradesco SegPrev Investimentos Ltda., BSP Empreendimentos Imobiliários SA and Bradseg Participações SA, in addition, Mr Lazari assumed leadership positions at Bradesco´s Insurance Group. Mr. Octavio de Lazari Junior is also a Member of the Board of Directors of Bradesco Saúde SA. He holds a degree in Economic from Faculdade de Ciências Econômicas e Administrativas de Osasco, with specialization at Fundação Instituto de Administração (FEA/USP), Getulio Vargas foundation (FGV), Dom Cabral foundation and IESE Business School - University of Navarra. President of the Board of Directors of ABECIP; Counselor of CIBRASEC; Counselor of the CNF; Alternate Director of Uniapravi; Sector Director of Real Estate Credit and Savings and Vice-President of the FEBRABAN´s Portability Governance of Credit Operations Committee. President of the Boards of Directors of Europ Assistance Brasil, EABS S.A., CEABS S.A. and Vice President of the Board of Directors of Odontoprev S.A .; Alternate Director of the Board of Directors of Fleury SA and Member of the Board of Directors of IRB-Brasil Resseguros SA, Director of the National Confederation of General Insurance Companies, Private Pension and Life, Supplementary Health and Capitalization (CNseg) and Director of the National Federation of Private Insurance and Capitalization Companies (Fenaseg).