The Board of Directors is a management body and a joint committee, liable for Grupo Casas Bahia’s business general guidance, including the long-term strategy. The Board, among other duties, is also in charge of electing the Company’s officers and overseeing management. The Board of Directors’ decisions are made by an affirmative vote of the majority of its members attending respective meetings.
The Board of Directors meetings are held, at least, bi-monthly, or whenever necessary upon the call of the Board of Directors Chairman.
The Company’s Bylaws set forth that members of the Board of Directors shall be elected at the General Meeting and the Company’s Board of Directors can be composed of, at least, five (5) and, at most, nine (9) members, all of them with a combined two-(2) year term of office, and re-election is authorized.
Name | Office | Election Date | End of Term |
---|---|---|---|
Renato Carvalho do Nascimento | Chairman of the Board of Directors and Independent Member | 04/30/2024 | OGM 2026 |
André Coji | Board Member | 04/30/2024 | OGM 2026 |
Raphael Oscar Klein | Board Member | 04/30/2024 | OGM 2026 |
Rogério Paulo Calderón Peres | Independent Board Member | 04/30/2024 | OGM 2026 |
Claudia Quintella Woods | Independent Board Member | 04/30/2024 | OGM 2026 |
Grupo Casas Bahia executive officers are the company’s legal representatives, mainly responsible for continuously managing the corporate business and executing the Board of Directors’ resolutions, as well as implementing the policies and general guidelines established by the Company.
The Company’s Bylaws set forth that its board of executive officers can be composed of, at least, three (3) and at most, seven (7) members, shareholders or not, residing in the country, elected and removed from office at any time by Board of Directors, and positions of Chairman of the Board of Directors and Chief Executive Officer or key executive of the Company cannot be cumulated by the same person.
The Statutory Board of Executive Officers is currently composed of:
Name | Office | Election Date | End of Term |
---|---|---|---|
Renato Horta Franklin | CEO | 05/03/2023 | 05/03/2025 |
Elcio Mitsuhiro Ito | CFO & IRO | 06/21/2023 | 05/03/2025 |
Frédéric Paul Bernard Gauthier | Vice President of Operations | 06/30/2024 | 05/03/2025 |
Andréia Fernandes Nunes | Director of People, Management and ESG | 06/30/2024 | 05/03/2025 |
Fábio Eduardo de Pieri Spina | Vice President of Legal Affairs | 09/08/2024 | 05/03/2025 |
The Fiscal Council operates on a non-permanent basis, it is a joint committee that oversees the Company’s management acts to protect the interests of the Company and its shareholders.
The Fiscal Council monitors and checks management acts, and the compliance with its legal and statutory duties, performing the duties inherent to its oversight power in conformity with prevailing laws and the Company’s Bylaws, and through principles of transparency, equity and accountability, seeks to contribute to the best interest of the Company and its shareholders.
The Fiscal Council‘s main responsibilities consist of overseeing the Management‘s activities, reviewing the Company‘s financial statements, and reporting its conclusions to shareholders. The Brazilian Corporation Law requires that members of the Fiscal Council shall receive compensation, of at least, 10% of the average amount annually paid to the Company‘s executive officers. The Brazilian Corporation Law also requires that the Fiscal Council be composed of, at least, three members, and at most, five members and their respective deputies.
Grupo Casas Bahia‘s Bylaws provides the Fiscal Council shall be composed of three (3) sitting members and an equal number of alternate members, shareholders or not, elected at the General Meeting.
Name | Office | Election Date | End of Term |
---|---|---|---|
Magali Rogéria de Moura Leite | Fiscal Council President | 04/19/2023 | OGM 2024 |
Olavo Fortes Campos Rodrigues Junior | Sitting Member | 04/19/2023 | OGM 2024 |
Susana Hanna Stiphan Jabra | Sittting Member | 04/19/2023 | OGM 2024 |
Fábio Antônio Pereira | Alternate Member | 04/19/2023 | OGM 2024 |
Rafael Xavier Vianello | Alternate Member | 04/19/2023 | OGM 2024 |
Cynthia May Hobbs Pinho | Alternate Member | 04/19/2023 | OGM 2024 |
Currently, the Company has five Committees operating, namely: (i) Audit, Risk and Compliance Committee; (ii) People and Governance Committee; (iii) Finance Committee; (iv) Disclosure and Trading Committee; and (v) Ethics Committee.
Each Committee is composed of at least 3 (three) and, at most, five (5) members appointed by the Board of Directors for a two-(2) year term, and re-election is authorized. The Board of Directors will elect a Chairman or Coordinator, who will be responsible for representing, organizing, and coordinating the activities of the respective Committees. All the rules defined above, as well as the duties referred to below, are expressed in each Committee’s charter. The charters of the Audit, Risk and Compliance, People and Governance, and Finance Committees are available on the Investor Relations website, under the subsection “Bylaws, Codes, Policies, and Charters.”
The Disclosure and Trading Committee is not statutory, it was set up within the scope of Securities Trading, Disclosure and Use of Material Information and Preservation of Confidentiality Policies of the Company, whose updates were approved at the Board of Directors meeting held on October 24, 2018. Referred Committee does not have its charter.
(i) Audit, Risks, and Compliance Committee:
The Audit, Risks and Compliance Committee has the following main duties, among others:
i) advise the Board of Directors on the hiring and removal of auditors to provide independent audit services, as well as issue an opinion on the engagement of other services to be rendered by independent auditors; ii) analyze the independent and internal audits effectiveness, also as to the verification of compliance with legal and normative provisions applicable to the Company, besides internal rules and codes; (iii) prior to disclosure, analyze the company’s interim financial information, interim financial statements, and the financial statements periodically prepared by the Company, analyzing if this financial information was appropriately drawn up, whether they property reflect the Company’s situation and whether it is in compliance with other information submitted by the Company, making the recommendations deemed necessary to the Company’s board of directors; iv) monitor the quality and integrity of information and measurements disclosed based on adjusted accounting data and non-accounting data adding elements not foreseen in usual financial reports, submitting to the board of directors the recommendations of improvement deemed necessary; (v) oversee the activities of the company’s internal control area, as well as assess the quality, integrity, effectiveness, and sufficiency of the Company’s internal controls structure, submitting to the board of directors the recommendations to improve policies, practices and procedures deemed necessary; vi) oversee the activities of the Company’s internal audit, monitoring the effectiveness and sufficiency of structure, as well as the quality and integrity of internal and independent audit processes, proposing to the board of directors the actions deemed necessary to improve them; (viii) analyze and monitor the Company’s risk exposures and report results to the board of directors, and may also request detailed information on policies and procedures; (ix) disseminate a culture of risk management and internal controls at the Company, aiming at ensuring the strict compliance with all laws, rules and regulations applicable thereto; (x) propose and discuss procedures and risk management and measurement systems; (xi) ensure that the Company’s actions are compatible with the level of risks previously determined, as well as periodically monitor such level or delegate to another body of organizational structure to conduct referred monitoring; (xii) analyze, monitor and recommend to the Company’s board of directors, board of executive officers the correction or improvement of the Company’s internal policies, including its related-party transaction policy; (xiii) recommend to the Company’s board of executive officers corrections or improvement of practices and procedures identified within the scope of their responsibilities; (xiv) analyze the Company’s board of executive officers observance of recommendations made by independent or internal auditors, as well as recommend to the board of directors the resolution of any conflicts between external auditors and the board of executive officers; (xv) issue recommendations on situations of potential conflict of interest among the Company’s related parties when deemed necessary or upon request of the board of directors or board of executive officers; (xvi) check if related party transactions have been made and disclosed according to the market rules, as well as the Company’s policies and rules; (xvii) analyze and propose improvements in the processes that control the Company’s compliance within legal, ethical and cultural standards; (xviii) analyze and monitor the means that receive and treat whistleblowing concerning the non-compliance with legal and normative provisions of the Company, also applicable internal rules and regulations, as provided for in Article 15 below, verifying whether the whistleblowing process was duly conducted, keeping the board of directors duly informed of the matter; (xix) analyze, jointly with the Company’s attorneys, all the legal issues that may have a significant impact on the financial statements, especially the monitoring of provisions and legal contingencies; (xx) render an opinion on the management engaging renowned audit firms to provide accounting advisory services; (xxi) draw up a summarized annual report to be jointly submitted with financial statements, containing at least, information about meetings held and key issues discussed, highlighting: (a) its activities, results, conclusions, and recommendations made by Committee to the Company’s Board of Directors; and (b) any situation with relevant discrepancy between the Company’s management, independent auditors and the Committee in relation to the Company’s financial statements; and (xxii) render an opinion on any other matters submitted by the board of directors, as well as those deemed relevant.
Name | Office | Election Date | End of Term |
---|---|---|---|
Rogério Paulo Calderón Peres | Coordinator | 05/09/2022 | OGM 2026 |
André Coji | Committee member | 05/09/2022 | OGM 2026 |
Luiz Carlos Passetti | Committee member | 06/05/2024 | OGM 2026 |
(ii) People and Governance Committee:
The People and Governance Committee has the following main duties, among others: (i) suggest amendments to the Charter, submitting them to the Board of Directors‘ resolution; (ii) discuss and propose the Company‘s organizational structure model, to be submitted to the Board of Directors’ analysis; (iii) analyze and propose to the Board of Directors personnel management and development policies as well as the guidelines for attracting and retaining talents; (iv) identify, in the Company and its subsidiaries, potential future leaders and monitor the development of their respective careers; (v) examine and discuss the recruitment and hiring methods adopted by the Company and its subsidiaries, using similar Brazilian companies as a parameter; (vi) analyze the candidates to be elected to the Company‘s Board of Directors and to the Special Committees, including external members, based on their professional experience, technical qualification, as well as economic, social and cultural representativeness; (vii) analyze and recommend to the Board of Directors the candidates selected for the position of Chief Executive Officer of the Company, as well as the candidates selected by the Chief Executive Officer for the Company‘s Board of Executive Officers; (viii) analyze and discuss the management’s compensation policy, proposing to the Board of Directors the compensation criteria, benefits and other programs, including the stock option program for the Company‘s Officers; (ix) discuss and propose criteria to evaluate the performance of the Company‘s Officers, using similar Brazilian companies as a parameter, submitting them to the approval of the Company‘s Board of Directors; and (x) analyze and propose initiatives, innovation, digital transformation projects and others required for evolution of the Company’s culture and engagement; (xi) analyze the Company’s corporate governance model, propose improvements in processes and implement actions necessary to ramp up a governance culture, as well as ensure the adequacy of the organizational structure to the Company’s objectives; (xii) periodically analyze whether the Company’s governance elements are compliant with the best governance practices and applicable laws; (xiii) ensure the good operation of the Company’s Board of Directors, Advisory Committees and Board of Executive Officers, and these bodies’ relationship, in this regard, periodically review and make recommendations on their operation and competencies; (xiv) provide support to the secretary when advising on governance elements; other duties to be designated by the Board of Directors.
Name | Office | Election Date | End of Term |
---|---|---|---|
Marco Antonio Moreira Pinto Santana | Chairman | 10/04/2022 | OGM 2026 |
Claudia Quintella Woods | Committee member | 12/16/2022 | OGM 2026 |
Raphael Oscar Klein | Committee member | 05/09/2022 | OGM 2026 |
(iii) Finance Committee:
The Finance Committee has the following main duties, among others:
(a) suggest amendments to this Charter, submitting them to the Board of Directors‘ resolution;
(b) recommend and monitor the adoption of the best economic and financial standards and the process of implementation and maintenance of such standards in the Company, proposing changes, updates and improvements to the Board of Directors;
(c) analyze and revise the Company‘s budget, as well as monitor and oversee its implementation and execution;
(d) analyze and review the economic and financial feasibility of the Company‘s investment plans and programs, as well as monitor and oversee their implementation and execution;
(e) analyze, review and recommend measures and actions for the negotiations of any incorporation, merger and acquisition or any similar transaction involving the Company or any of its subsidiaries;
(f) monitor any transactions and negotiations mentioned in item (e) above;
(g) analyze and review the Company‘s economic-financial ratios, cash flow and indebtedness policy, in order to suggest changes and new approaches whenever it deems necessary;
(h) monitor and oversee the average cost of the Company‘s capital structure and suggest modifications, whenever deemed necessary, as well as analyze and discuss funding alternatives for the Company;
(i) analyze and recommend opportunities related to financing operations that may improve the Company‘s capital structure, as well as analyze and discuss working capital needs and its impacts on the Company‘s capital structure;
(j) assist the Company’s Board of Directors and Board of Executive Officers to analyze the Brazilian and global economic scenarios and potential effects on the Company’s financial position, as well as in the elaboration of scenarios and trends, analyzing opportunities and risks, defining strategies to be adopted by the Company concerning its financial policy;
(k) monitor the trading standards of the Company‘s securities, as well as the opinions of the main investment analysts, proposing measures that contribute to the maintenance of a healthy and liquid secondary market; and
(l) other duties that may be designated by the Board of Directors.
Name | Office | Election Date | End of Term |
---|---|---|---|
Renato Carvalho do Nascimento | Chairman | 05/09/2022 | OGM 2026 |
Raphael Oscar Klein | Committee member | 05/09/2022 | OGM 2026 |
Rogério Paulo Calderón Peres | Committee member | 05/09/2022 | OGM 2026 |
(v) Ethics Committee
The Ethics Committee has the following duties:
(a) Resolve on the final analysis report (“Analysis Report”) submitted by Preventive Intelligence Management;
(b) Periodically report its activities to the Audit, Risks and Compliance Committee, for guidance regarding the processes and activities carried out at the various levels of the Company;
(c) Act with independence, confidentiality, equality, honesty, dignity, impartiality and good faith;
(d) Advise on improvement of policies, practices, Code of Conduct, and procedures deemed necessary;
(e)Render its opinion on the matters submitted to it by the Audit, Risks and Compliance Committee, the Statutory Executive Board, other internal bodies of the Company and/or the Executive Board/Management of the areas, as well as on those to be aware and considered relevant within the scope of its competence;
(f) Verify compliance with its recommendations, also with regards to work planning;
(g) Stimulate and ensure the commitment of the Company’s management in actions to support the Compliance Program;
(h) Ensure compliance with the Company’s Code of Conduct and other policies and procedures of the Compliance Program;
(i) Suggest and support the implementation of measures necessary for the dissemination and reinforcement of a culture of ethics and integrity at the Company;
(j) Oversee the planning, development and application of periodic Compliance Program training;
(k) Guide the development and activity of the Compliance Program, preventing, detecting and responding to non-compliance with laws and regulations inherent to Grupo Casas Bahia’s businesses and activities, policies, procedures and conduct guidelines;
(l) Guarantee the confidentiality of the reports received and the confidentiality of those to provide reports and information;
(m) Analyze the reports of internal investigations of misconduct involving the Company, resolve on the facts and information verified and decide on reasonable disciplinary measures to be implemented, and continuously monitoring their conclusion;
(n) Support the regulation on vehicles to receive whistleblowing, inclusive anonymous, internal and external to the Company, in matters related to the scope of its activities;
(o) Formally report to the Management any suspicion of: a. non-compliance with legal, regulatory and internal rules that may jeopardize the Company’s activities, business, reputation and operating results; and b. frauds committed by Company employees or third parties concerning the Company’s assets or activities;
(p) Answer doubts and resolve unforeseen cases concerning the interpretation of internal rules and the Company’s Code of Ethical Conduct;
(q) Report to the Audit Committee, on a half-yearly basis, the indicators verified by Preventive Intelligence Management.
Name | Office |
---|---|
Renato Franklin | Sitting member |
Élcio Ito | Sitting member |
Andreia Fernandes Nunes | Sitting member |
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