Management, Board of Directors & Committees

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.

Pursuant to CVM Instruction # 282, of June 26, 1998 the minimum percentage of voting capital required to adopt cumulative voting in publicly-held companies may vary from 5% to 10% depending on the size of a company‘s capital stock. The size of BRMALLS‘ capital stock entitles shareholders representing 5% of its total capital to request the adoption of cumulative voting in order to elect the members to its board of directors. If the adoption of cumulative voting is not requested, directors are elected by a majority vote of the Company‘s shareholders, and shareholders that, individually or collectively, represent at least 15% of its shares, are entitled to appoint a director and its alternate in separate voting. The decisions of BRMALLS‘ board of directors are taken by a majority vote of its members. Neither the chairman nor the vice chairman of its board of directors is entitled to cast tie-breaking votes, in additional to their personal votes. The Company‘s board of directors meets quarterly or whenever requested by its chairman, vice chairman or any two directors acting together.

Board of Director‘s Internal Regulation

Directors Title Date of election End of term of office
Cláudio Bruni Chairman 02/23/2017 2018 AGM
Mauro Gentile Rodrigues da Cunha Independent director 02/23/2017 2018 AGM
Rodolpho Amboss Independent director 02/23/2017 2018 AGM
Bruno Hermes da Fonseca Rudge Independent director 10/20/2017 2018 AGM
Richard Paul Matheson Independent director 02/23/2017 2018 AGM
José Afonso Alves Castanheira Independent director 02/23/2017 2018 AGM
Luiz Alberto Quinta Director 02/23/2017 2018 AGM
Claudia da Rosa Cortes de Lacerda Alternate Board Member 02/23/2017 2018 AGM

Cláudio Bruni: Bachelor degree in civil engineer by Escola Politécnica from USP in 1978. From 1979 to 1989 worked for Multiplan, one of the largest developing Real Estate Company in Brazil. From 1983 to 1985, worked as Executive Director of Renasce, the first brazilian company of shopping malls administration, a joint venture of Multiplan and Bozano brazilian investment bank, Simonsen. In 1985, was appointed Executive Vice-President of Multiplan. From 1986 to 1994, became partner at Visor, a residential developer oriented to the low-income segment. In 1988, founded Deico, an independent Real Estate provider Company, where he was CEO up to december, 2006. From 2007 to 2016, he was CEO and member of the Board of Directors of BR Properties. He worked also as Executive Vice-President of ABRASCE ( Brazilian Shopping Malls Assossiation) for 3 years and member of the Comercial and Retail Development Council from Urban Land Institute.

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.

Rodolpho Amboss: Mr. Amboss holds a degree in civil engineering from Rio de Janeiro Federal University and an MBA from the Booth School of Business of the University of Chicago. Mr. Amboss worked for Gafisa S.A from 1984 to 1995. In from 1997 to 2010 he worked for Lehman Brothers as Managing Director and CFO of its Real Estate Private Equity Group" ("REPEG") in New York, participating in several real estate, M&A and capital market transactions. In 2010 he founded, along with other REPEG managers, Silverpeak Real Estate Partners LP, an investment advisor firm for Lehman Brother’s real estate funds. He was a member of BR Properties Board of Directors from 2010 up to 2015 and currently holds a seat in Tenda S.A and Gafisa S.A’s Board of Director.

Bruno Hermes da Fonseca Rudge: Mr. Rudge is a partner of Dynamo Administração de Recursos LTDA, company he joined in 1997, and today is responsible for the research and analysis division. He also serves as the Director of Dynamo Internacional Gestão de Recursos. Mr. Rudge holds a degree in Economics from Ibmec.

Richard Paul Matheson: Co-Founder and major shareholder of ECISA (now BRMALLS), one of the pioneering companies in the shopping mall sector in Brazil, which developed Brasilia’s "Conjunto Nacional" in 1960 - Brazil’s 1st shopping mall. Through ECISA, he consolidated the shopping mall sector, building and managing several enterprises, including the Norte Shopping and Shopping Recife, which are among the ten largest shopping malls in Brazil. As a result of Mr. Matheson’s entrepreneurial success, after having built a company with solid reputation and performance, ECISA was purchased as the initial platform for BRMALLS, today the largest shopping mall company in Latin America. Mr. Matheson was one of the founders of the Brazilian Association of Shopping Malls, the main entity representing the sector in the country, which aims at fostering, strengthening and collaborating with the development and growth of the shopping mall sector in Brazil. Mr. Matheson was awarded a bachelor‘s degree in Economics from Universidade Gama Filho in 1970.Since 2007, he has served as Chairman of the Board of Directors of the Company, contributing with his substantial experience.

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.

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.

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.

Board of Executive Officers

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 *
Ruy Kameyama CEO 05/02/2017 2018 AGM
Frederico Villa CFO and IR Director 06/10/2016 2018 AGM
José Vicente Avellar Operations Director 05/08/2017 2018 AGM
Mariane Wiederkehr Grechinski Development Director 06/01/2017 2018 AGM
Claudia Larceda Law Director 06/10/2016 2018 AGM
Bianca Bastos Human Resources Director 05/10/2017 2018 AGM

* 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.

Fiscal Council

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.

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.
BRMALLS by-laws 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.

Audit and Risk Committee‘s Internal Regulation

Members of the People and Compensation Committee Title Date of election End of term of office
Bruno Hermes da Fonseca Rudge Committee Member 10/20/2017 2018 AGM
Luiz Alberto Quinta Committee Coordinator 02/23/2017 2018 AGM
Luiz Carlos Nannini Committee Member 02/23/2017 2018 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.

People and Compensation Committee‘s Internal Regulation

Members of the People and Compensation Committee Title Date of election End of term of office
Cláudio Bruni Committee Coordinator 02/23/2017 2018 AGM
Mauro Gentile Rodrigues de Cunha Committee Member 02/23/2017 2018 AGM
Richard Paul Matheson Committee Member 02/23/2017 2018 AGM