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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|
|Andrea da Motta Chamma||Director||ASM in 2018|
|Fernando Lopes Alberto||Director||ASM in 2019|
|Ivan Luiz Gontijo Junior||Director||ASM in 2018|
|Marcio Serôa de Araujo Coriolano||Director||ASM in 2019|
|Samuel Monteiro dos Santos Junior||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|
The Company‘s Fiscal Council was installed by resolution of the Annual General Meeting held on 04/23/2018 and is composed of three effective members and their respective alternates. The Fiscal Council shall operate until the first Ordinary General 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|
|Daniel Vinicius Alberini Schrickte||Member||ASM in 2019|
|Herculano Aníbal Alves||Member||ASM in 2019|
|José Maria Chapina Alcazar||Member||ASM in 2019|
|Adriana Ruiz Alcazar||Alternate member||ASM in 2019|
|Pedro Angeli Villani||Alternate member||ASM in 2019|
|Pedro Henrique Cardoso Ferroni||Alternate member||ASM in 2019
Advisory Committes to the Board of Directors¹
- Audit, Risk and Compliance 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 and Projects 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.
- Strategy 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: Fernando Lopes Alberto (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: Andrea da Motta Chamma (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
Marcos Bosi Ferraz. Mr. Marcos Bosi Ferraz is a physician graduated from the Paulista School of Medicine (EPM-UNIFESP), with a master‘s and Ph.D in Rheumatology from EPM-UNIFESP, and a Masters and Post-doctoral degree in Clinical Epidemiology and Health Economics from McMaster University, Canada. He holds an MBA in Strategic Business Management from the Trevisan Business School and in 2004 he attended the course for Board of Directors members at the Brazilian Institute of Corporate Governance (IBGC) in São Paulo. Mr. Marcos Bosi has held the position of Chairman of the Company‘s Board of Directors since April 2015. He is an adjunct professor in the Department of Medicine and Director of the Interdepartmental Group of Health Economics of the Escola Paulista de Medina / UNIFESP and Director of the Paulista Center of Health Economics (CPES). He is a member of the Committee of the Productive Chain of Health of Fiesp (COMSAUDE) and the IEP of Sindhosp. Mr. Bosi was Executive Medical Manager of Hospital Israelita Albert Einstein, having joined Fleury Group in 1997, as medical advisor of Immunology and Rheumatology. From 1999 to 2005 he held the position of Diagnostic Center Director at Fleury Group. In 2003 and 2004 he was a member of the Board of Directors of Fleury Group and from 2006 to 2009 he held the position of Institutional Relations Officer in Fleury Group. From 2009 to 2011, he was Director of Medical Economics of the Brazilian Medical Association (AMB). For CPES / GRIDES (Centro Paulista de Economia de Saúde / Interdepartmental Group for Health Economics), he coordinated the Hospital Indicators project of the National Association of Private Hospitals (ANAHP) from 2004 to 2013. He held the position of chairman of the Board of Directors of Integritas Participações S.A.
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.
Andrea da Motta Chamma. Mrs. Andrea de 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.
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.
Ivan Luiz Gontijo Junior. Mr. Ivan Luiz Gontijo Junior is a Law graduate by Universidade Católica de Petrópolis. Legal Director of Grupo Bradesco Seguros. Commercial Law Professor of Universidade Católica de Petrópolis and Security Law Professor of Faculdade de Direito Cândido Mendes. Managing 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. e Danúbio Empreendimentos e Participações Ltda. Director of Bradesco Argentina Seguros, Everest Empreendimentos e Participações Ltda, Maracay Empreendimentos Imobiliários SPE Ltda., Mississipi Empreendimentos e Participações Ltda, Ipê Holdings Ltda., Reno Empreendimentos e Participações Ltda., Bréscia Empreendimentos e Participações Ltda, BSP Park Estacionamentos e Participações S.A., Bradseg Promotora de Vendas S.A., BSP Empreendimentos Imobiliários S.A., Marília Reflorestamento e Agropecuária Ltda., BPS Participações e Serviços Ltda. e da Neon Holdings Ltda. Member of the Legal Comittee ofI ESS - Instituto de Estudos em Saúde Suplementar and member of the Board of Directors of Odontoprev S.A.
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.
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 was 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..