Board of Directors
The Board of Directors is the Company’s collegiate decision-making body, having as main duties establishing general business policies and supervising the management of the Company’s Executive Board. Currently, the Board of Directors has seven members:
Mr. Waldemar Verdi Júnior has a degree in Law from Sociedade Riopretense de Ensino e Educação Ltda, and took the following courses and seminars: (i) Advanced Management for Brazilian Executives at the University of Southern California – USA; (ii) Seminar on General Management for Brazilian Executives – INSEAD – France; (iii) Strategic Management for Business Managers – INSEAD – France; (iv) Seminar “IPO for Family Businesses – Lessons and Challenges” – Brazilian Institute of Corporate Governance [Instituto Brasileiro de Governança Corporativa]. In the last 5 years he has held the positions of Chairman of the Board of Directors and Chief Executive Officer of GV Holding S.A., Chairman of the Board of Directors in the companies Rodobens Administradora e Corretora de Seguros Ltda, Banco Rodobens S.A., Rodobens Veículos Comerciais Cirasa S.A., Rodobens Veículos Comerciais Cuiabá S.A. and RNI Negócios Imobiliários S.A., part of the Rodobens Conglomerate, controlled by the Company’s shareholder.
Mr. Flávio Lopes Ferraz has a degree in Law from UNIRP – Faculdades Integradas Riopretense, experience in the Management of the Shared Services Center of Rodobens Companies; worked in the legal department of Rodobens Companies, in consultancy, corporate, litigation and legal counsel to the Board of Directors and members of the Shareholders’ Board; member of the Ethics Committee of Rodobens Companies; responsible for monitoring internal and external audits. In the last 5 years, he held the position of General Officer of GV Holding S.A., BrQualy Administradora de Consórcios Ltda, Conbr Administradora de Consórcios Ltda, and Rodobens Corporativa S.A.; Officer of Junas Holdings Ltda, Jaux Holdings Ltda and Juillan Holdings Ltda; Member of the Management of BrQualy Participações Ltda, DM Motors do Brasil Ltda, GVC Geração de Valor em Cobrança Ltda, Rio Bahia Locação de Imóveis Ltda, Rodobens Administração de Ativos Imobiliários Ltda, Rodobens Locação de Imóveis Ltda, and RPRJ Locação de Imóveis Ltda.
Mr. Milton Jorge de Miranda Hage has a degree in Business Management from Faculdade de Administração de Empresas Riopretense, in Law from Faculdade de Direito Riopretense – FADIR and Technical Course in Accounting from Escola Técnica do Comércio D. Pedro II of São José do Rio Preto In the last 5 years he has held the positions of Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of GV Holding S.A., Vice-Chairman of the Board of Directors in the companies Rodobens Administradora e Corretora de Seguros Ltda, Banco Rodobens S.A., Rodobens Veículos Comerciais Cirasa S.A., Rodobens Veículos Comerciais Cuiabá S.A. and RNI Negócios Imobiliários S.A., part of the Rodobens Conglomerate, controlled by the Company’s shareholder.
Mr. Giuliano Finimundi Verdi took the following courses: (i) Intensive English Institute (IEA), Florida Atlantic University (FAU) – USA; (ii) Aviation Course Private Pilot License (PPL), American Flying in Pompano Beach, Florida – USA; (iii) Equity Markets and Portfolio Theory and Corporate – Finance and Valuation, Baruch College, Manhattan – NY – USA; (iv) Venture Capital and Private Equity and Fundamental of Portfolio Management, New York University College, Manhattan – NY – USA; (v) Portfolio Management Suite, New York Institute of Finance, Manhattan – NY – USA. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.
Mr. Marcio Anisio Haddad has a degree in Law from UNIRP – Faculdades Integradas Riopretense. In the last 5 years he has held the positions of Secretary of the Board of Directors and Officer of GV Holding S.A., Officer of Rodobens Corporativa S.A. and Verdade Empreendimentos Imobiliários Ltda, Member of the Management of Verdade Locação de Imóveis Ltda, Verddad Administração de Bens Ltda, Verdi Haddad Participações Ltda, Street Empreendimentos Imobiliários – SPE – Ltda, and Rodobens Locação de Imóveis Ltda.
Mr. Roberto Oliveira de Lima has a degree in Business Management from Fundação Getúlio Vargas, Undergraduate and Graduate Degrees, Business; International Exchange Program in Institut Superieur de Affairs Jouy in Josas France; Value Creation in an International Company University of Texas Austin. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.
Mr. Sergio Murilo Bahdur Vieira graduated in Engineering from FEI and in Business Administration from the Getúlio Vargas Foundation. He attended the Advanced Management Program at INSEAD and was awarded a Certificate in Business Management. Mr. Vieira is a financial market senior executive with over 25 years’ experience in credit risk management. He was responsible for the risk management units at Credicard and Citigroup in Brazil and Colombia and also served as Portfolio and Score Management Officer in Mexico.
Mr. Philipp Michael Schiemer holds a degree in business administration from the Daimler Corporate University and a specialization in marketing and finance from the Corporate University Mercedes-Benz AG in Stuttgart, Germany. Mr. Philipp Schiemer has worked at Mercedes-Benz for more than 40 years and has held various executive positions throughout his career, including CEO of Mercedes-AMG and President of Mercedes-Benz Brazil and Latin America, Vice President of Product Marketing at Mercedes Benz in Stuttgart, Germany. Mr. Schiemer is certified as a senior advisor by the Brazilian Institute of Corporate Governance and is an independent member of the Board of Directors at Rodobens S/A.
The Executive Board
The Executive Board is responsible for managing the business in general and legally representing the Company in all necessary or convenient acts concerning the Company’s business, except acts that the Law and the Bylaws reserve for the Board of Directors and/or the Shareholders’ Meeting.
(*) Statutory Officers.
He has more than 35 years of experience in the financial and business market, the first 15 of which working in banks such as Real, Nacional, and Safra. All other years in companies such as CCR, TAM/LATAM, GPA, VIA, in the positions of CFO and CEO. Graduated in Economics from Universidade Federal de Minas Gerais (UFMG), holds a post-graduate degree in Executive MBA in Finance from Instituto Brasileiro de Mercado de Capitais (IBMEC) and in Business Law from Fundação Getúlio Vargas (FGV).
Mr. Edson Kazuyosi Koga holds a degree in Business Administration from the São Paulo School of Business Administration (EAESP-FGV) and an MBA from the Walter A. Haas School of Business at the University of California at Berkeley in 2003. CFO for 20 years, with a focus on controllership, internal controls and compliance, with direct responsibility for the areas of controllership, tax, treasury, strategic planning, administration, operations, IT, compliance/internal controls and strategic initiatives. He has worked for renowned national and international companies, and is currently Finance Director at Rodobens S/A.
Mr. Bruno Boccolini Alves Costa earned a degree in Electrical Engineering from the Polytechnical School of the University of São Paulo (POLI-USP), a Master’s degree in Business Administration (MBA) in Management from Insper, a Master’s degree in International Business Administration (MBA) in Finance from the Saint Paul Business School and from the New York Institute of Finance. He also earned a certification in credit risks: evaluation and models, from the Saint Paulo Business School. Mr. Bruno worked as Credit Superintendent Officer at Banco Rodobens S.A. and as Planning, Credit and Risks Superintendent at Rodobens S.A., from 2017 to 2021. He was also a consultant to Gradus Consultoria de Gestão, from 2007 to 2010. Mr. Bruno has been working at the Company since 2010 and is currently the Investor Relations Officer.
Mr. Ademir Odoricio has a degree in Business Administration from PUC – Pontifícia Universidade Católica do Rio Grande do Sul.
Mr. Ronald Macedo Torres has a bachelor’s degree in Civil Engineering from Fundação Paulista de Tecnologia e Educação – FPTE and a specialization degree in Insurance from Funenseg. He built part of his career at Bradesco Seguros S.A., where he became a superintendent. He became the General Director of Rodobens Corretora de Seguros in the Company’s inception and helped position it as one of the 5 largest players in the segment in Brazil. In that period, the first truck insurance based on kilometers driven was created. In 2006, he became Rodobens Consórcio’s General Director, and under his management, the Company partnered with BR Consórcios. In 2020, he reassumed the position of General Director at Rodobens Corretora de Seguros.
Mr. Sebastião Cirelli has a degree in Business Administration from Fundação Getúlio Vargas, Master’s Degree in Business Administration (MBA), Marketing; INPG (MBA) Business Management, Business Administration and Management, General; UNORP, Degree in Mathematics, Bachelor’s Degree in Mathematics; Licenses and Certificates in Emotional Intelligence, Escola Conquer.
Mr. Claudio Jesus is an Economist and holds a post-graduate degree in Business Planning and Management from UNIMES (Universidade Metropolitana de Santos), a Master degree in Business Administration (MBA) in Business Logistics from Fundação Getulio Vargas (FGV) and a Master degree in Business Administration (MBA) in Management from Insper, Post MBA in Business and Innovation (University of California) and Finance (University of Chicago). He initiated his career in Automotive Retail in the Mercedes-Benz Dealer Network in the Divena and De Nigris Groups in São Paulo, from assistant to executive. He worked for 7 years at General Motor do Brasil in the Commercial and Customer Service areas, always holding leadership positions at the regional offices in Porto Alegre, Rio de Janeiro, Recife, and at the headquarters in São Caetano do Sul. He joined Rodobens in 2014 as National After Sales Manager in the Auto segment where he became Superintendent in 2015. In 2017, he worked as Innovation & Marketing Superintendent and in 2018 he became Commercial Superintendent of Consórcio Rodobens. He is currently Chief Commercial Officer and leads the consortium operations with the partner brands.
Mr. Daniel Jorge Celeguim has more than 30 years of experience in the financial market, working his entire career in credit risk cycle management for retail operations, credit cards, small and medium-sized enterprises, wholesale and asset management. He holds a degree in Business Administration from Universidade Paulista, a Master’s in Business Administration (MBA) in Financial and Risk Management from Universidade de São Paulo (USP-SP), and a c-level education program in senior executive management, administration and business with CFO (Chief Financial Officer) & COO (Chief Operating Officer) training from Fundação Getúlio Vargas (FGV-SP). At Rodobens since 2021 he has worked as Credit and Collection Superintendent and is currently Director of Credit, Collection, Fraud and Operations.
Fernando Andrade has more than 15 years of experience in the financial market. He started his career at ABB, where he led important projects in the mining industry. He then moved to the financial area in the early 2000s, at the Risk Office consulting firm, focused on risk studies for pension funds.
Subsequently, he led the creation of an area to support non-financial companies. He was invited to lead TAM’s Treasury Department, where he was responsible for managing financial risks (foreign exchange, interest, and commodities), cash, debt, trade finance, and the company offshore treasuries in Latin America, EUA and Europe. At Santander, he was in charge of product areas such as Corporate Equity Derivatives and Asset-Backed Finance. He is an angel investor in the fintech Affinity Capital Exchange, where he worked for a few months in Business Development. He has been working at Rodobens since 2019. Fernando Andrade holds a bachelor’s and a master’s degree in Electrical Engineering from Escola Politécnica-USP.
He has been working in the financial market for 15 years. He began his career at Rodobens, where he went through all the Group’s businesses as Controller, Administrative and Financial Management, Cash Management, implementation of Shared Service (CSC), and then became Controllership Director at Rodobens. He holds a bachelor’s degree in Accounting Sciences from Centro Univ. Norte Paulista (UNORP), an Executive MBA in Transportation Business from Centro Univ. Rio Preto (UNIRP) and an MBA in Management from Insper-SP.
Humberto Bartol Mazzotti is graduated in Law from Centro Universitário de Rio Preto and holds Mbas in Business Management from Fundação Getúlio Vargas (FGV) and Insper. He started at Rodobens in 1996 as an intern and worked in several areas (Legal, Marketing, Products and Commercial). He is currently Chief Commercial Officer of the Consortium segment for Partnerships Affairs and Chief Executive Officer of Brqualy Administradora de Consórcios Ltda.
Luís Guilherme Figueiredo Vilela Santos holds a bachelor’s degree in Electrical Engineering from the Federal University of Itajubá (UNIFEI) and a bachelor’s degree in Production Management from the State University of São Paulo (UNESP). He has a specialization degree from the Technological Institute of Aeronautics (ITA) and Executive MBA from the Institute of Education and Research (INSPER). With more than 22 years of experience, he spent 15 years at Embraer, where he worked in several areas, such as Supply Chain, After-Sales, Engineering, Planning, S&OP, among others, working with global teams and clients. He joined Rodobens S.A. in 2014 as Superintendent of Supplies, Bureau of Operations of Assets and Facilities. As Commercial Superintendent he worked for about 2 years in the leadership of the Commercial Vehicles After-Sales and then, he structured and developed the Commercial Area of Corporate Sales (multi products of Rodobens S.A.). Currently, he serves as Chief Commercial Officer of the Corretora de Seguros Business Unit since 2020.
Rafael Dolabella Cesar Diamantino earned a degree in Production Engineering from the University of the Rio de Janeiro State (UERJ) and a degree in Finance from Coopead-UFRJ. He also earned an Executive MBA graduate degree from Insper and certifications in Leadership programs from the Dom Cabral Foundation and from the University of Konstanz, in Germany. With nearly 20 years of experience in the automotive market, Rafael Dolabella began his career at Volkswagen, in the areas of Finance and Sales, where he started as a trainee and left as an executive. He joined Rodobens SA in 2013, as National Commercial Automobile Manager. From 2015 to 2018, he acted as a Superintendent at Rodonens Consórcio. He returned to the Automotive Retail segment in 2019, and currently leads the new and used car operations as Executive Director at Rodobens Automóveis.
Mr. Tarcisio Adamek Grosso holds a bachelor’s degree in Psychology from PUC-SP, a post-graduate degree in Business Administration from FAAP, and in HR Consulting from Mackenzie. Mr. Tarcisio has served for over 15 years in the business management consulting area, initially at Accenture and later at Totvs Consulting, where he was director of the Business Performance and HR areas, having also acted as Director of the Shared Services Center of Gol Linhas Aéreas. Mr. Tarcisio joined the Rodobens companies in 2019 as HR Superintendent at Rodobens Corporate and since January 2021 he has served as Director of People & Management at Rodobens S/A, and is also responsible for managing Corporate Governance processes.
Committees
The Company has four (4) committees installed, namely: (i) Audit and Risks Committee; (ii) Strategy and Digital Transformation Committee; (iii) Personnel Committee and (iv) Integrity and Ethical Conduct Committee, all advisory bodies linked to the Board of Directors. However, only the Audit and Risk Committee is a statutory body, as per Article 22 of the Bylaws.
Audit and Risks Committee
The powers and duties granted to the Audit and Risks Committee are as follows: (i) issuing an opinion when hiring and dismissing the independent audit services; (ii) evaluating the quarterly information, interim earnings release and income statements; (iii) monitoring the activities of the Company’s internal audit and internal controls area; (iv) assessing and monitoring the Company’s risk exposures; (v) assessing, monitoring, and recommending to the management the Company’s internal policies that need correction or improvement, including the policy on transactions between related parties; (vi) having means to receive and process the information on non-compliance with legal and regulatory provisions applicable to the Company, and internal regulations and codes, including specific procedures to protect the whistleblower and the information confidentiality; and (vii) other powers and duties set in the Charter of the Audit and Risks Committee.
Mr. Milton Jorge de Miranda Hage has a degree in Business Management from Faculdade de Administração de Empresas Riopretense, in Law from Faculdade de Direito Riopretense – FADIR and Technical Course in Accounting from Escola Técnica do Comércio D. Pedro II of São José do Rio Preto In the last 5 years he has held the positions of Vice-Chairman of the Board of Directors and Deputy Chief Executive Officer of GV Holding S.A., Vice-Chairman of the Board of Directors in the companies Rodobens Administradora e Corretora de Seguros Ltda, Banco Rodobens S.A., Rodobens Veículos Comerciais Cirasa S.A., Rodobens Veículos Comerciais Cuiabá S.A. and RNI Negócios Imobiliários S.A., part of the Rodobens Conglomerate, controlled by the Company’s shareholder.
Mr. Giuliano Finimundi Verdi took the following courses: (i) Intensive English Institute (IEA), Florida Atlantic University (FAU) – USA; (ii) Aviation Course Private Pilot License (PPL), American Flying in Pompano Beach, Florida – USA; (iii) Equity Markets and Portfolio Theory and Corporate – Finance and Valuation, Baruch College, Manhattan – NY – USA; (iv) Venture Capital and Private Equity and Fundamental of Portfolio Management, New York University College, Manhattan – NY – USA; (v) Portfolio Management Suite, New York Institute of Finance, Manhattan – NY – USA. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.
Mr. Marcio Anisio Haddad has a degree in Law from UNIRP – Faculdades Integradas Riopretense. In the last 5 years he has held the positions of Secretary of the Board of Directors and Officer of GV Holding S.A., Officer of Rodobens Corporativa S.A. and Verdade Empreendimentos Imobiliários Ltda, Member of the Management of Verdade Locação de Imóveis Ltda, Verddad Administração de Bens Ltda, Verdi Haddad Participações Ltda, Street Empreendimentos Imobiliários – SPE – Ltda, and Rodobens Locação de Imóveis Ltda.
Mr. Flávio Lopes Ferraz has a degree in Law from UNIRP – Faculdades Integradas Riopretense, experience in the Management of the Shared Services Center of Rodobens Companies; worked in the legal department of Rodobens Companies, in consultancy, corporate, litigation and legal counsel to the Board of Directors and members of the Shareholders’ Board; member of the Ethics Committee of Rodobens Companies; responsible for monitoring internal and external audits. In the last 5 years, he held the position of General Officer of GV Holding S.A., BrQualy Administradora de Consórcios Ltda, Conbr Administradora de Consórcios Ltda, and Rodobens Corporativa S.A.; Officer of Junas Holdings Ltda, Jaux Holdings Ltda and Juillan Holdings Ltda; Member of the Management of BrQualy Participações Ltda, DM Motors do Brasil Ltda, GVC Geração de Valor em Cobrança Ltda, Rio Bahia Locação de Imóveis Ltda, Rodobens Administração de Ativos Imobiliários Ltda, Rodobens Locação de Imóveis Ltda, and RPRJ Locação de Imóveis Ltda.
Mr. Roberto Oliveira de Lima has a degree in Business Management from Fundação Getúlio Vargas, Undergraduate and Graduate Degrees, Business; International Exchange Program in Institut Superieur de Affairs Jouy in Josas France; Value Creation in an International Company University of Texas Austin. For the past three years, he has held the position of Board Member on the Advisory Board of GV Holding S.A.
Mr. Sergio Murilo Bahdur Vieira graduated in Engineering from FEI and in Business Administration from the Getúlio Vargas Foundation. He attended the Advanced Management Program at INSEAD and was awarded a Certificate in Business Management. Mr. Vieira is a financial market senior executive with over 25 years’ experience in credit risk management. He was responsible for the risk management units at Credicard and Citigroup in Brazil and Colombia and also served as Portfolio and Score Management Officer in Mexico.
Committee of Integrity and Ethical Conduct
The duties and responsibilities assigned to the Integrity and Ethical Conduct Committee are as follows: i) studying the themes for which it is responsible and submitting proposals to the Board of Directors and other management bodies of the Company and its subsidiaries, providing the necessary documentation for the examination of the addressed topics; ii) ensuring the dissemination and compliance with the principles of integrity and ethical conduct established in the applicable law, as well as the Company’s internal rules and Code of Ethics; iii) monitoring and advising on occurrences of ethical conduct of employees and other stakeholders until their full resolution; iv) proposing possible solutions for conflicts that are not provided for in the Code of Ethics in force; v) regularly reviewing and assessing the adequacy of the Code of Ethics and/or internal rules addressing integrity and ethical conduct, as well as recommending changes to the Board of Directors whenever the Committee deems necessary; vi) monitoring – based on the received reports – the consistency of actions performed by the Company’s management regarding the principles established in the Code of Ethics; vii) monitoring responses and measures taken regarding internal and external complaints and reports, including those of a confidential nature, received through the Company’s reporting channel; viii) recommending additional measures that it deems necessary and adequate to investigate the facts and the information that is the object of the report made through the reporting channel or other means in an impartial manner, respecting the integrity of the whistleblower and the accused party; ix) proposing actions related to ethical conduct and related policies, as well as developing strategies to protect or build up the Company’s institutional reputation; x) periodically reporting to the Board of Directors on recommendations about items for which the Committee is responsible and the activities performed by the Committee, with the Board of Directors being responsible for making decisions and issuing guidelines; xi) monitoring the implementation of its recommendations through regular meetings with the Company’s Executive Board and other members of management; xii) expressing opinions on any indemnity commitment to be granted by the Company (prior to the Board of Directors); and xiii) producing annual performance reports, submitting them to the Board of Directors under the terms of this Regulation.
Mr. Carlos Agostino is a graduate of Production Engineering from FEI and has an MBA in Marketing Management from the Getúlio Vargas Foundation (FGV). He also has an M.S. in Big Data Analytics from Inova Business School; in Internal Investigation and Business Counterintelligence from ESENI; and in Fraud Risk Management from INTERISK. He has over 12 years’ experience in governance areas (mainly in internal audit), working at financial institutions, audit firms, consultancies and holding companies that own businesses from various segments.
Cristiane Aparecida Barbante joined Rodobens in 2010 to serve in the commercial vehicle concession sales area in São Paulo. After 4 years of work, she migrated to the quality area to be in charge of the Mercedes-Benz StarClass Quality Program for 7 concessions located in the states of São Paulo, Goiás and Paraná, all of which with a history of achievement of the highest certification (Gold) in the program. Experienced in concessions, she held the position of Quality Analyst at the São José do Rio Preto headquarters, where she worked nationally for 3 years. Since 2019, she has led the Quality team as National Quality Coordinator. With a broad understanding of the functioning of concessions, she has direct contact with local teams, encouraging and engaging them to earn certifications and propose ESG-related initiatives, which enabled the achievement of the Cliente Satisfeito (Satisfied Customer) and the Socio-environmental Responsibility Awards, promoted by Mercedes-Benz, for 2 consecutive years.
Mr. Tarcisio Adamek Grosso holds a bachelor’s degree in Psychology from PUC-SP, a post-graduate degree in Business Administration from FAAP, and in HR Consulting from Mackenzie. Mr. Tarcisio has served for over 15 years in the business management consulting area, initially at Accenture and later at Totvs Consulting, where he was director of the Business Performance and HR areas, having also acted as Director of the Shared Services Center of Gol Linhas Aéreas. Mr. Tarcisio joined the Rodobens companies in 2019 as HR Superintendent at Rodobens Corporate and since January 2021 he has served as Director of People & Management at Rodobens S/A, and is also responsible for managing Corporate Governance processes.
Mr. Ricardo Gazzi has over 25 years’ experience in the legal area as a manager and lawyer. He is the Coordinator of the Corporate Law Commission of the 22nd Subsection of the Brazilian Bar Association; and of the Legal Committee of ABAC (Brazilian Association of Consortium Administrators). He has a bachelor’s degree in Law from Centro Universitário de Rio Preto (UNIRP), and specialization degrees in Executive Education and Business Management from Insper-SP, and in Corporate Law from the Getúlio Vargas Foundation. Mr. Gazzi joined Rodobens in 1993 and currently serves as the Superintendent of the Legal Office and of the Office of the Ombudsman.
Mr. Ronaldo Pontes has over 19 years of experience in Internal and External Audit (Big Four), Internal Controls, Compliance, Anti-Money Laundering and Risks, especially in financial institutions, industries and the retail sector. With a bachelor’s degree in Business Administration from Mackenzie Presbyterian University, a postgraduate degree in Business Management from FAAP, and an MBA in People Management from Getúlio Vargas Foundation, Ronaldo currently holds the position of Compliance, Risks and Internal Control Manager at the Company.
Léia Ramos Bittencourt has a bachelor’s degree in Business Administration from Centro Universitário de Rio Preto – UNIRP and an MBA in Corporate Finance. She joined Rodobens in 1999 and worked in the finance and administrative departments. Currently, she is Financial Manager of Rodobens Group’s companies.
Mônica Berbel has a bachelor’s degree in Psychology from Centro Universitário Norte Paulista – UNORP and a graduate degree in Advanced Human Resources Management from Instituto Nacional de Pós-Graduação – INPG. Experienced in Human Resources, she worked at Spaipa/Coca-Cola, Alpargatas, Grupo Pão de Açúcar, and Whirlpool. She joined Rodobens in 2017 and is currently responsible for the Training, Professional Development and Internal Communication areas of Rodobens Group’s Companies.