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Board of Directors
BRMALLS‘ board of directors is its decision-making body responsible for formulating general guidelines and policies for its business, including its long term strategies. Among other things, the Company‘s board of directors is responsible for appointing and supervising its executive officers.
In line with the provisions set forth in BRMALLS‘ bylaws, its board of directors is composed of up to seven members and up to an equal number of alternates. All members of the Company‘s board of directors are its shareholders, have been elected at shareholders‘ general meetings for a two-year term in office and may be reelected. Members of its board of directors may be removed from office at any time by a decision of the shareholders‘ general meeting. Under the provisions of the Listing Rules of Novo Mercado, the members of the Company‘s board of directors may be elected under special circumstances, only once, for a three-year term in office, during the transitional period and provided that control over the Company is not concentrated (controle difuso). Members of BRMALLS‘ board of directors may be elected either by separate or multiple voting procedures.
The decisions made by BRMALLS‘ Board of Directors are made by majority vote, where there are no special voting rights for the President or the Vice-President of the Board of Directors. The meetings of the Board of Directors are made at least every quarter, or when necessary, being called by the President of Board of Directors, the Vice-President or by any two directors acting together.
|Directors||Title||Date of election||End of term of office|
|José Afonso Alves Castanheira||Chairman||27/04/2018||2020 AGM|
|Mauro Gentile Rodrigues da Cunha||Independent director||27/04/2018||2020 AGM|
|Bruno Hermes da Fonseca Rudge||Independent director||27/04/2018||2020 AGM|
|João Roberto Gonçalves Teixeira||Independent director||27/04/2018||2020 AGM|
|Luiz Antonio de Sampaio Campos||Independent director||27/04/2018||2020 AGM|
|Luiz Alberto Quinta||Director||27/04/2018||2020 AGM|
José Afonso Alves Castanheira: Holds a graduate degree in Mechanic Engineering by Universidade Federal do Rio de Janeiro, along with a specialization in Business and Management degree by Pontifícia Universade Católica do Rio de Janeiro and one in Economics by Universidade Federal do Rio de Janeiro. Since 1987 he has been a partner of Rotapar Investimentos, Administração e Participações S.A., former Consemp Consultoria e Empreendimentos Industriais Ltda. To this date, he still is president of Technos S.A. board of directors.
Mauro Gentile Rodrigues da Cunha: President of Amec - The Association of Capital Markets Investors - since April 2012. Priorly, he was manager at Opus Investimentos Ltda., in Rio de Janeiro, from October 2010 to March 2012. In São Paulo, he was the Presidentof IBGC - Brazilian Institute of Corporate Governance - from May 2008 to April 2010 and a board member from May 2003 to April 2008, working as a representative in Brazil and overseas. He was also senior partner and Equities director at Mauá Investimentos Ltda. From July 2007 to September 2010, Equities director at Franklin Templeton Investimentos (Brazil) Ltda. from March 2006 to July 2007 and director of investments at Bradesco Templeton Asset Management from August 2001 to March 2006. Mr. Cunha also worked at Investidor Profissinal, Morgan Stanley Asset Management, Deutsche Morgan Grenfell, Bank of America and Banco Pactual. Currently, he is a board member at Usiminas, Par Corretora and CESP; and previously held a seat on the Board of Directors of Mahle Metal Leve, Petrobras, BR Distribuidora and Trisul. Mr. Cunha is a CFA member since 1997, MBA from University of Chicago Business School (1998) and holds a Bachelor degree in Economics from Pontíficia Universidade Católica-RJ (1992). He works also as professor at Corporate Governance and consultant.
Luiz Antonio de Sampaio Campos: He is a lawyer. Founding Partner of Barbosa, Müssnich & Aragão Advogados. He was an Executive Director at the Brazilian Securities and Exchange Commission from 2001 and 2004. He was a member of the Board of Directors and Audit Committee of publicly-held and privately-held corporations. He was a member of the Regulatory Committee of Brazil‘s Commodities and Futures Exchange (BM&F). He is also an independent member of the Board of Directors of B3 S.A. - Brasil, Bolsa, Balcão. He is a member of the Capital Markets committee of the Brazilian Institute of Corporate Governance (IBGC). He was a Professor at Fundação Getúlio Vargas. He authored several articles and collective works in the Legal field. Please mention all management positions held in other companies or organizations of the third sector: Founding Partner of law firm Barbosa, Müssnich & Aragão Advogados.
Bruno Hermes da Fonseca Rudge: He holds a degree in Economics from Instituto Brasileiro de Mercado de Capitais - IBMEC; he joined Dynamo Administração de Recursos Ltda. in 1997, becoming a partner in 2002. Dynamo Administração provides private equity investment fund administration and management services and is focused on Brazil. Since joining Dynamo, he has been a member of the management team in charge of the funds administered by Dynamo, in addition to monitoring investee companies. In 2006, together with his other partners, he founded Dynamo Internacional Gestão de Recursos, created with the purpose of managing private equity investment funds abroad. In 2007, he moved to London, where he helped structuring the office and the management team of the international fund. At the end of 2009, he returned to Brazil as the co-manager of the funds managed by Dynamo in Brazil. He was a member of the Capital Markets committee of the Brazilian Institute of Corporate Governance (IBGC) and a member of the Board of Directors and the Audit Committee of publicly-held companies listed on B3.
João Roberto Gonçalves Teixeira: He was the president of Banco Votorantim S/A between September 2011 and November 2016, and also a director of Febraban (Brazilian Federation of Banks) over the same period. He is currently a founding partner of Inviste, a firm specialized in proprietary investments in real estate, venture capital and social impact businesses. He was the Executive VP of the Santander Group in Brazil and of Banco ABN AMRO Real S/A between 2002 and 2011, being a member of the Executive Committee in charge of the Corporate & Investment Banking (CIB) and Wholesale Banking areas in Brazil. Between 2007 and 2010, he was a member of the Executive Board of Anbima (Brazilian Financial and Capital Markets Association). He was also the Head of Investment Banking - Brazil at Dresdner Kleinwort Wasserstein between 1995 and 2002, an Advisor to Minister Fernando Henrique Cardoso in 1993 and a professor at the Economics Department of PUC RJ. Finally, he received an MBA from the London Business School in 1995.
Luiz Alberto Quinta: Mr. Quinta joined BRMALLS in 2007 as the company’s COO and later became the Chief Development Officer. Mr. Quinta retired from BRMALLS in 2015. Prior to BRMALLS, Mr. Quinta worked at Multiplan for 20 years. When he left Multiplan in 2007, he was its COO. He has over 30 years of experience in the shopping mall sector. At BRMALLS, Luiz Quinta led the team that developed the greatest number of shopping malls in Brazil, with the opening of 10 shopping malls and 17 expansions in 7 years. He also set up a good networking with the main retailers in the country. He graduated in Engineering from Universidade Federal de Goiás in 1981 and holds graduate degrees in Administration from IBMEC, Rio de Janeiro, awarded in 2001, and in Business Management from FGV, Rio de Janeiro, with extension in the University of California, Irvine campus. In 2009, he completed the Executive Development Program - EDP at University of Pennsylvania, Wharton. Since 2012, he has served as a member of BRMalls’ Board of Directors, contributing with his substantial experience in the malls sector in general and in the Company, specifically. Mr. Quinta is also a IBGC (Brazilian Institute of Corporate Governance) certified Board Member.
BRMALLS’ executive officers are its legal representatives and are principally responsible for the day-to-day management of its business and for implementing the general policies and guidelines set forth in the Company’s bylaws and by its shareholders and board of directors.
Brazilian Corporation Law provides that executive officers must reside in Brazil, and that they may or may not be shareholders of the company which they serve. In addition, up to one-third of the members of a company’s board of directors may also serve as executive officers.
The members of BRMALLS’ executive Committee are elected by its board of directors for a three-year term in office. Any executive officer may be removed by the Company’s board of directors before the expiration of his or her term. In addition to discharging the responsibilities described in BRMALLS’ bylaws, its executive officers are responsible for carrying out any other duties determined by its board of directors. According to the provisions set forth in the Company’s bylaws, its executive committee must be composed of a minimum of six and a maximum of seven executive officers, elected by its board of directors for a three-year term in office, reelection being permitted. Members of BRMALLS’ executive committee may be removed from office at any time by a decision of its board of directors.
|Directors||Title||Date of election||End of term of office *|
|Frederico Villa||CFO and IR Director||06/10/2016||06/10/2019|
|José Vicente Avellar||Operations Director||05/08/2017||05/08/2020|
|Mariane Wiederkehr Grechinski||Development Director||06/01/2017||06/01/2020|
|Claudia Larceda||Law Director||06/10/2016||06/10/2019|
|Bianca Bastos||Human Resources Director||05/10/2017||05/10/2020|
* The executive officers should stay in its positions and functions until new executives are elected.
Ruy Kameyama: Mr. Kameyama was born in July 13th, 1977. He holds a bachelor´s degree in Economics from IBMEC-Rio in 1998 and a master´s degree from Harvard Business School in 2005. In BRMALLS Mr. Kameyama has served as general manager in the Operations and M&A areas. Prior to working for BRMALLS, he served in the M&A area of Spoleto Franchising (2005-2006) and was an associate of Dresdner Kleinwort investment bank (1998-2003).
Frederico da Cunha Villa: Started his career at PwC Independent Auditors in 1995 as na External Audit trainee. In 2002 he became a manager responsible for sectors such as external audits, partnership planning, mergers and acquisitions and assistance on Capital Market operations. He started at BRMALLS in 2008 as a corporate controller until 2012 when he became the Director of the Shared Services Center (CSC).
José Vicente Avellar: Born in 14 December 1979. Mr. Avellar holds a graduate degree in Business and Administration from PUC-Rio de Janeiro in 2002 and an MBA from IAG. In BRMALLS since 2010, he served as superintendent and regional director in operations, and was corporative commercial director. Before entering BRMALLS, he work in operations in Bic Brazil (2004-2009) and in marketing at L’Oréal Brazil (2000-2004).
Mariane Wiederkehr Grechinski: Born in May 5,1981. Mrs Grechinski holds a bachelor‘s degree in Social Communication at Universidade Positivo (Curitiba-PR) in 2002 and a MBA in Executive at FGV. She started her career in BRMalls in 2007 as Superintendent of Shopping Curitiba and Shopping Estação, becoming Regional Director right after and in 2017 was elected Director of Business Development. Before BRMalls, Mariane worked in the Marketing team of Grupo Multiplan and Loducca.
Claudia da Rosa Cortes de Lacerda: Started her career at Pactual Bank in 1994 as a legal assistant, later becoming a lawyer and in 2001 an associate partner at Pactual in charge of the Legal department. She started at BRMALLS in January 2007 as a legal manager and later as a Legal Director in 2009. Currently she holds the position of Chief Law Officer in BRMALLS, in charge of establishing, managing and coordinating the company‘s legal strategy.
Bianca Bastos: Mrs. Bastos was born in December, 27th, 1978. Bianca holds a bachelor’s degree in Business at CEUMA (São Luís/MA, 1999), and a MBA in Strategic Management of Human Resources at INPG-SP and a MBA in Executive at INSPER-SP. She started her career at AMBEV in 1999, where she worked for 8 years. Between 2007 and 2009, assumed the position as Human Resources Manager at JBS Friboi and lately between 2009 and 2011 at Grupo Libra. In march/2011, she started her career in BRMALLS PARTICIPAÇÔES S/A as a Manager, and after that as Assistant Director and currently as Human Resources Director, being responsible for attracting, training and retaining excellent people, in line with BRMALLS’ values and culture. In addition, also being responsible for guaranteeing the management model.
According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares for the duration of specific fiscal year, and it will end at the date of the next AGM following its implementation.
The main responsibilities of the fiscal council are to audit BRMALLS‘ management, review the Company‘s financial statements and report their conclusions to the Company‘s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors. The Brazilian corporation law also requires that the Fiscal Coucil should be composed by a minimum of 3 members and a maximum of 5 members and their respective substitutes.
BRMALLS Bylaws provides for a non permanent fiscal council to be installed at the request of the Company‘s shareholders. Currently the fiscal council is not installed.
Audit and Risk Committee
The Audit and Risk Committee is an independent, advisory and permanent entity, responsible for the supervision of internal control procedures, internal and external audit activities and management of risk related to the Company activity. The Committee is also responsible for evaluating the quality and integrity of the financial statements.
|Members of the People and Compensation Committee||Title||Date of election||End of term of office|
|Luiz Alberto Quinta||Committee Coordinator||03/17/2017||2020 AGM|
|Bruno Hermes da Fonseca Rudge||Committee Member||10/20/2017||2020 AGM|
|Luiz Carlos Nannini||Committee Member||03/17/2017||2020 AGM|
People and Compensation Committee
The People and Compensation Committee is an independent, advisory and permanent entity with the following attributions: (i)development and regular revisions of human resources and personnel management policies, (ii)recommendation of general compensation criteria and policies regarding management and subsidiaries remuneration and benefits, (iii) management and implementation of stock option plans and (iv)assisting the board of directors in executing their attributions.
|Members of the People and Compensation Committee||Title||Date of election||End of term of office|
|Mauro Gentile Rodrigues de Cunha||Committee Coordinator||03/17/2017||2020 AGM|
|João Roberto Gonçalves Teixeira||Committee Member||04/27/2018||2020 AGM|