Board of Directors, Board of Executive Officers and Advisory Committees
The administrative structure of the Company is comprised of the Board of Directors, the Board of Executive Officers, and the statutory advisory committees and the Fiscal Council (which is not permanent). [SULA 18/GRI 102-18 and 102-22]
Attributes of each body and committee:
Board of Directors
SulAmérica‘s Board of Directors is composed of ten members, who have a unified one-year term of office whereby their re-election is permitted. SulAmérica’s Bylaws establish that at least 20% of its Board of Directors must be composed of independent members.
Six of the current eleven members of the Company‘s Board of Directors, equivalent, nowadays, to 60%, are independent members, in compliance with the Listing Rules of Level 2 of B3 and above what is required by regulation, as well as Sul América S.A.‘s Bylaws. [SULA 18/GRI 102-22]
Pursuant to Article 14, third paragraph, of the Company’s Bylaws, the Board typically meets once every three months and, extraordinarily, whenever called by its Chairman or by two of its members.
In addition to the duties established in the Bylaws of the Company, described below, the Board of Directors of the Company determined the mission and functional rules in its charter, approved on February 19, 2009 and amended on April 26, 2016, which governs its operations and adopts measures to avoid conflicts of interest. According to this charter, the Board’s mission is to protect and add value to the company’s assets and promote its continued survival. The Board must also ensure an adequate return on investment for shareholders, based on a long-term perspective, sustainability and adoption of best corporate governance practices in business operations.
Besides the mission of the Board and the organizational rules, the charter of the Board of Directors determines the duties of the Chairman of the Board, the Corporate Secretary and, in general, the advisory committees of the Board. The charter establishes, within the annual calendar of meetings of the Board of Directors, a schedule which provides, at a minimum: (i) the presentation of at least one of the business units and shared services of the company (ii) a presentation on the macroeconomic scenario and; (iii) at a minimum, an annual presentation about corporate risk management (ERM – enterprise risk management) and internal control. [SULA 21/GRI 102-19]
In accordance with corporate governance best practices, the positions of CEO and Chairman of the Board of Directors of the Company are held by different people, with Ricardo Bottas as the CEO and Patrick Larragoitti Lucas as the Chairman. [SULA 19/GRI 102-23]
Contact the Board of Directors [SULA 22/GRI 102-21]
| Members of the Board of Directors | Position | Date of First Election | Term of Current Office |
|---|---|---|---|
| Patrick Antonio Claude de Larragoiti Lucas | Chairman | March 26, 1997 | 2023 AGM |
| Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He was a board member of the Geneva Association from 1999 until 2018, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo. | |||
| André Guilherme Brandão | Independent Member | March 30, 2022 | 2023 AGM |
| André Guilherme Brandão is a member of the Board of Directors of Sul América S.A. since 2022. He has 36 years of experience in the local and international financial, investment and retail markets. He worked for 11 years at Citibank N.A., including in New York, always in the Derivatives area. In 1999, he joined the Fixed Income area of Banco HSBC, and in 2001 he became responsible for the Markets area. In 2012, he took over the positions of CEO and Chairman of the Board of Directors of Banco HSBC Brasil and its affiliates. After the sale of HSBC Brasil, he was Head of GBM Europe at HSBC Bank PLC, in London, from 2016 to 2018, and, later on, he was Head of GBM Americas at HSBC Bank USA, in New York. He was CEO of Banco do Brasil and its affiliates from 2020 to 2021, being responsible for the restructuring plan intended to improve revenues, reduce expenses, improve the communication and relations with investors, invest in digital and customer experience, and enhance the ESG agenda. He graduated in Systems Analysis from the Universidade Presbiteriana Mackenzie, in São Paulo. | |||
| Carlos Infante Santos de Castro | Member | October 29, 2010 | 2023 AGM |
| Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul América S.A. since 2006, with a seat in its Investments Committee since 2002. He is currently a member of the boards of directors of all operating companies of the SulAmérica Group in the markets of health, life, private pension and investments. He was a member of the board of directors of Caixa Capitalização S.A., a member of the Ethics Committee of the National Federation of Insurance Companies (CNSeg). In the SulAmérica group, Mr. Castro held the position of Chief Executive Officer of Sul América Capitalização, Corporate Vice President, Finance Vice President and Vice President for Private Pension and Saving Bonds. He was Chief Executive Officer of GTE-Multitel, a provider of telecommunications equipment, and executive officer for new business at the Cataguazes-Leopoldina group, currently Energisa, in Rio de Janeiro and also was a member of the board of director of Kepler Weber S.A. and Artecola S.A.. He holds a degree in Electrical Engineering from the Pontifical Catholic University of Rio de Janeiro. He also holds a Master degree in Business Administration (MBA) from Stanford University, USA, and a Master of Science in Industrial Engineering from the same university. Mr. Castro is a Fellow of the Harvad Advanced Leadership Initiative from Harvard, USA, and a board member certified by the Brazilian Institute of Corporate Governance (IBGC). | |||
| Cátia Yuassa Tokoro | Independent Member | November 19, 2019 | 2023 AGM |
| Cátia Yuassa Tokoro is a member of the Board of Directors of Sul América S.A. since 2019 and the president of the Sustainability Committee since 2020. She holds twenty five years of professional experience in C-Level in Marketing and Sales to the market, B2B in the service industries of Technology of Information and Telecom. She worked at Oi from 2000 to 2018, where she last served as a Vice President of B2B Business, leading digital transformation projects both internally (e-commerce, e-care and e-billing) and externally, renewing the product and service portfolio – cybersecurity solutions, IoT, big data & analytics and cloud based solutions. Currently she is a member of the advisory board of Imagem (Brazilian company of geographic intelligence solutions), member of the business council for Innovation, Communication and Technology of the Rio de Janeiro Commercial Association, advisor, mentor and angel investor of startups, coordinator of the Rio de Janeiro chapter and member of the Innovation Committee of the Brazilian Institute of Corporate Governance (IBGC). Graduated in electrical engineering from Pontifícia Universidade Católica of Rio de Janeiro in 1993, holds an MBA in business administration from IBMEC-RJ, as well as Authentic Leadership Development and Disruptive Strategy, both from Harvard Business School, Executive Program from the Singularity University, Conflict Conciliation and Facilitation of Dialogues by the Mediare Institute and MasterClass in Corporate Governance for the New Economy and a Certification as Innovation Counselor (C2i) from Go New Economy and beyond that has a IBGC certification as an advisor. | |||
| Denizar Vianna Araújo | Independent Member | March 29, 2021 | 2023 AGM |
| Denizar Vianna Araújo is a member of the Board of Directors of Sul América S.A. since 2021. Denizar has been a professor at the School of Medical Science of the University of the State of Rio de Janeiro (UERJ) since 1996, Health Pro-Rector at UERJ since 2021 and a researcher in the Management Committee of the National Science and Technology Institute for Health Technologies Evaluation of CNPq/Brazil since 2009. From 1999 to 2014, he was a guest lecturer of the Department of Health Economy of the Federal University of São Paulo. He was coordinator of the ProVac Center of Excellence in Economic Evaluation and Decision Analysis of the Pan American Health Organization (PAHO) from 2009 to 2012, and consultant of the Project for Prioritization of Health Technologies of the Inter-American Development Bank from 2013 to 2017. From 2019 to 2020, he was Secretary of Science, Technology and Strategic Inputs (“SCTIE”) of the Ministry of Health. He holds an undergraduate degree in Medicine, a master’s degree in Cardiology, and a doctor’s degree in Collective Health from the University of the State of Rio de Janeiro (UERJ). He holds a qualification for Evidence-Based Clinical Practice from McMaster University, Health Management Program from Johns Hopkins University, and an MBA from the Federal University of Rio de Janeiro (UFRJ). | |||
| Gabriel Portella Fagundes Filho | Member | March 29, 2021 | 2023 AGM |
| Gabriel Portella Fagundes Filho is a member of the Board of Directors of Sul América S.A. since 2021. Previously, he held the position of Chief Executive Officer of Sul América S.A. and its subsidiaries from 2013 to 2021. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has 46 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América having more than 35 years of professional relationship. In the Company he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna. From 2009 to 2013 he held the position of Vice President of Health and Dental at Sul América S.A.. Mr. Portella is a member of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), serving as Vice President. | |||
| Louis Antoine de Ségur de Charbonnières | Member | October 19, 2021 | 2023 AGM |
| Louis Antoine de Ségur de Charbonnières has been a member of the Board of Directors of Sul América S.A. since 2021. He has been the founder and leader of Enseada Family Office (BR) since 2012 and of Time Family Office (UK) since 2015; director of Sulemisa Lux SARL, Sultaso Lux SARL, Sularis Lux SARL and Sulaver Lux SARL since 2017; member of the Board of Directors of Saspar Participações since 2021; Chairman of the Board of the philanthropic entity Instituto Irmãs Ema e Beatriz Sanchez de Larragoiti since 2009; Board member of The Serpentine Gallery (UK) since 2016 and member of the international Board of São Paulo Museum of Arts (MASP) since 2018. He serves as an investor in several sectors in Brazil and Europe. He also has 20 years of experience in wealth management, having worked in the commercial, customer and investor relations areas, being responsible for governance and global strategic guidance in different companies. Participated in the Private Wealth Management Program at the Wharton School (University of Pennsylvania) and in the course for Board of Directors members from IBGC, both in 2014. Business Administration at IBMEC and PUC-RJ. | |||
| Pierre Claude Perrenoud | Independent Member | April 05, 2000 | 2023 AGM |
| Pierre Claude Perrenoud has been a member of the Board of Directors of Sul América S.A. since 2000 and a member of Audit and Risk Management Committee from 2012 until 2018. From 1960 to 1990, he held a number of positions at Swiss Re and was responsible for its operations in Latin American and other countries. Mr. Perrenoud currently is a member of the Board of Directors of captive insurance and reinsurance companies in several countries. He graduated in Business Administration from the Neuchatel Business School, in Switzerland, and in Spanish Studies from the University of Madrid. | |||
| Renato Russo | Independent Member | September 01, 2014 | 2023 AGM |
| Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014 and is also coordinator of Audit and Risk Management Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. He is a member of the Ethics Committee of CNSEG. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). | |||
| Simone Petroni Agra | Independent Member | March 30, 2022 | 2023 AGM |
| Simone Petroni Agra has been a member of the Board of Directors of Sul América S.A. since 2022. She is a C-Level executive in Marketing, Sales and Strategic Planning in Brazil’s and Latin America’s healthcare sector, with wide experience in full P&L management, turnarounds and focus on innovation. She worked at Becton Dickinson from 1987 to 2004, where she has also been Head of the Latin America’s Business Unit. From 2004 to 2015, she worked at Allergan Pharmaceuticals as Head of Latin America’s Medical Aesthetic area. From 2015 to 2020, she worked at Edwards Lifesciences as General Manager for Latin America. She was member of the Steering Committee of the Edwards Lifesciences Foundation; Director and Vice President of the Board of ABIMED – Brazilian Association of High-Technology Health Products Industries; and member of the Audit and Risk, and Strategy Committees of Oswaldo Cruz German Hospital. Currently, she is an independent Director at Síntese B2B, and an Independent Director and member of the Strategy and Sustainability Committees at Blau Farmacêutica. She graduated in Business Administration from the Mackenzie Presbyterian University of São Paulo, and holds a post-graduation degree in Market Management from the Getúlio Vargas Foundation (FGV/CEAG); an MBA in General Management from BSP and the University of Toronto (2001); and a post-MBA in Corporate Governance and Capital Market from B.I. International SP and Columbia University (2014). She is a Director (CCA) certified by IBGC, and holds a certification in Innovation for Directors from GoNew co. | |||
Advisory Committees of the Board of Directors
Audit and Risk Management Committee
The audit committee was created on June 14, 2002 and became statutory in 2012 pursuant to the CVM Instruction 509. It consists of three members and meets at least bi-monthly. The responsibility of this committee is to monitor and evaluate the activities of internal and external audit, risk and internal controls, compliance, transparency and the quality of the technical information contained in the financial reports of the Company. In addition, the committee must monitor compliance with the Code of Ethics and Compliance of the Company, orient the Board of Directors in the selection of independent auditors and the director responsible for internal audit. Further, the committee must take necessary measures to ensure that the Company’s business operations are guided by comprehensive financial controls and that operations comply with the Code of Ethics, the Company’s and regulatory institutions requirements as well as evaluate situations involving conflicts of interest, related-party transactions, internal controls and operational risks. The Audit and Risk Management Committee is also responsible for issuing recommendations to correct or improve policies, practices and procedures identified within the scope of its responsibilities, to prepare an annual summary report to be submitted together with the financial statements, and to maintain channels of communication between the administration of Company’s internal auditors and independent auditors and is available to receive complaints, confidential or not, internal and external to the Company with respect to matters related to the scope of its activities. As of 2022, the Committee is composed of 1 independent member of the Board of Directors (33%) and 2 independent members (67%).
| Audit and Risk Management Committee Members [SULA 18/GRI 102-18] |
Position | Other Positions Held |
|---|---|---|
| Renato Russo | Coordinator | Independent | Independent Member of the Board |
| Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014 and is also coordinator of Audit and Risk Management Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. He is a member of the Ethics Committee of CNSEG. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). | ||
| Domingos Carelli Neto | Independent Member | Investment Committee Member |
| Domingos Carelli Neto has been a member of the Investment Committee since 2009 and of the Audit and Risk Management Committee, of Sul América S.A since 2015 and of its subsidiaries from 2013 to 2018. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV). | ||
| Jorge Roberto Manoel | Independent Member | – |
| Jorge Roberto Manoel is a member of boards, committees and commissions with activities focused on corporate governance. He was a partner and part of the executive leadership of PriceWaterhouseCoopers for about 30 years, working until 2016 in operations in Brazil and South America. He is also a lecturer and external consultant on corporate governance and compliance issues, including courses for directors and executives. Jorge holds a bachelor’s degree in Business Administration from Instituto de Ensino Superior – IMES and a bachelor’s degree in Accounting from Pontifícia Universidade Católica de Campinas. He holds an MBA in Finance and Controllership from Federal University of Minas Gerais (UFMG) and in Technology and Innovation from Federal University of Minas Gerais (UFMG). He also holds a master’s degree in Corporate Governance from Laureate/FMU and is a perpetual holder of the Academia Paulista de Contabilidade. He is an IBGC certified advisor and holds international certifications in courses of specialization, leadership development, strategy, operation, innovation and technology in startups. | ||
Governance and Disclosure Committee
The Governance and Disclosure Committee was created on May 8, 2008, is composed of four members, meets regularly each quarter, and is responsible for the following (a) monitor and supervise the resolutions set forth in the Policy on Disclosure of Material Acts or Facts Policy and on Securities Trading; (b) monitor and supervise the obligations set forth in the Corporate Governance Level 2 Regulations, adopted by the Company; (c) continuously assess the Disclosure and Trading Policy, and recommend updates as necessary; (d) recommend actions to enhance communication of the Policy among management, members of technical and advisory bodies, and individuals who have access to privileged information due to their positions; (e) ensure that all individuals who have or could have knowledge of Material Facts or Acts under applicable legislation adhere to the Policy, and receiving, periodically, an updated list of such individuals (f) follow the holdings and transactions of securities by the administration of the Company and its controllers through monthly information from the Brazilian Securities and Exchange Commission (“CVM”) and the B3. As of 2022, the Committee is composed of 2 members of the Board of Directors (50%) and 2 executive members (50%). [SULA 18/GRI 102-22]
| Governance and Disclosure Committee Members [SULA 18/GRI 102-18] |
Position | Other Positions Held |
|---|---|---|
| Patrick Antonio Claude de Larragoiti Lucas | President | Chairman of the Board |
| Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He was a board member of the Geneva Association from 1999 until 2018, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo. | ||
| Ricardo Bottas Dourado dos Santos | Member | Chief Executive and Investor Relations Officer |
| Ricardo Bottas Dourado dos Santos was elected SulAmérica’s Chief Executive Officer in 2021, combining the position of Investor Relations Officer since March/2022. Previously, he held the position of SulAmérica’s Vice President of Control and Investor Relations Officer from 2017 to 2021. Mr. Bottas joined SulAmérica group in 2015 and since then has been the Financial Officer of the company’s subsidiaries. From 2011 to 2015 he worked at HRT Petróleo (now PetroRio), being his last position as Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group – the last 5 years as Superintendent of Planning and Control. Mr. Bottas was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro. | ||
| Gabriel Portella Fagundes Filho | Member | Member of the Board |
| Gabriel Portella Fagundes Filho is a member of the Board of Directors of Sul América S.A. since 2021. Previously, he held the position of Chief Executive Officer of Sul América S.A. and its subsidiaries from 2013 to 2021. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has 46 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América having more than 35 years of professional relationship. In the Company he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna. From 2009 to 2013 he held the position of Vice President of Health and Dental at Sul América S.A.. Mr. Portella is a member of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), serving as Vice President. | ||
| Reinaldo Amorim Lopes | Member | Vice President of Finance, Risks and Compliance |
| Reinaldo Amorim Lopes has been Vice President of Finance, Risks and Compliance of Sul América S.A. since 2022. He has more than 25 years of experience in the Brazilian insurance and healthcare market, working in the areas of risk management, finance, operational efficiency, actuarial, governance, compliance, strategy and mergers and acquisitions. Mr. Lopes joined SulAmérica group, for the first time, in 2002, when he acted as Actuarial Superintendent until 2009. In 2015, he returned to SulAmérica, when he served as Executive Officer of Actuarial, Risk, Compliance and mergers and acquisitions of the companies in the conglomerate, having also been part of its Executive Committee since 2021. Between 2009 and 2015, he was Executive Officer and partner at PwC, providing management and auditing consulting services, focusing on the insurance, health and pension funds segments. As an actuary, he worked, in 2002, at Seguradora Brasileira de Crédito e Exportação (SBCE) and at Tillinghast, currently Willis Towers Watson, between 1998 and 2002. Graduated in Actuarial Science from the Federal University of Rio de Janeiro (UFRJ), with an Executive MBA in Business Administration from Fundação Getúlio Vargas (FGV-RJ) and graduated at the Management Development Program from IBMEC-RJ. | ||
Investment Committee
The Investment Committee was created on June 14, 2002, is composed of six members, ordinarily meets every three months to review and revise the guidelines of the Company’s investment policy and its subsidiaries and has the following duties: (i) evaluate and revise the Company’s investment policy guidelines, (ii) monitor the Company’s proprietary portfolio investment results (iii) evaluate the financial market scenario and trends to support investment decisions and, (iv) verify compliance of the Company’s investment portfolio with the investment policy and guidelines established by the Board of Directors, in line with the best practices of control and risk management. As of 2022, the Committee is composed of 100% of non-executive members, 3 of them members of the Board of Directors, being one of them an independent member of the Board and 3 independent members. [SULA18/GRI 102-22]
| Investment Committee Members [SULA 18/GRI 102-18] |
Position | Other Positions Held |
|---|---|---|
| Patrick Antonio Claude de Larragoiti Lucas | President | Chairman of the Board |
| Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He was a board member of the Geneva Association from 1999 until 2018, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo. | ||
| Carlos Infante Santos de Castro | Member | Member of the Board |
| Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul América S.A. since 2006, with a seat in its Investments Committee since 2002. He is currently a member of the boards of directors of all operating companies of the SulAmérica Group in the markets of health, life, private pension and investments. He was a member of the board of directors of Caixa Capitalização S.A., a member of the Ethics Committee of the National Federation of Insurance Companies (CNSeg). In the SulAmérica group, Mr. Castro held the position of Chief Executive Officer of Sul América Capitalização, Corporate Vice President, Finance Vice President and Vice President for Private Pension and Saving Bonds. He was Chief Executive Officer of GTE-Multitel, a provider of telecommunications equipment, and executive officer for new business at the Cataguazes-Leopoldina group, currently Energisa, in Rio de Janeiro and also was a member of the board of director of Kepler Weber S.A. and Artecola S.A.. He holds a degree in Electrical Engineering from the Pontifical Catholic University of Rio de Janeiro. He also holds a Master degree in Business Administration (MBA) from Stanford University, USA, and a Master of Science in Industrial Engineering from the same university. Mr. Castro is a Fellow of the Harvad Advanced Leadership Initiative from Harvard, USA, and a board member certified by the Brazilian Institute of Corporate Governance (IBGC). | ||
| Carlos Alberto de Figueiredo Trindade Filho | Independent Member | – |
| Carlos Alberto de Figueiredo Trindade Filho has been a member of the Investment Committee of Sul América S.A. since 2022. With more than 40 years of experience in the Brazilian insurance market, in his most recent positions at SulAmérica group, from 2011 to 2019, he was Vice-President of Auto and P&C, Life and Pension and, also of Strategy, Marketing and M&A. Since 2019, he has been a minority partner and member of the Advisory Board of Ori Capital, a Equity Funds manager, as well as founder and CEO of Easy2life Serviços Digitais e Corretora de Seguros, a company created focused on selling Life Insurance digitally. In 2021, he became a member of the Board of Wiz Soluções e Corretagem de Seguros. Carlos began his career in the insurance industry in 1980, working in various organizations such as SulAmérica, Johnson & Higgins Corretores de Seguros and Interatlântico Seguradora. From 1992 to 2001, he was one of the founders, Vice-President and CEO of Icatu Hartford Vida e Previdência. In 2010, he served as CEO of Brasil Insurance Participações e Administração S.A., leading the first public offering of a brokerage company in Brazil. Between 1987 and 1989, he was Director and President of Clube Vida em Grupo, São Paulo Association of Life Insurance Professionals. Subsequently, he was President of the Life Insurance Technical Commission of the National Federation of Insurance Companies (FENASEG), from 1993 to 1994. In addition, from 1996 to 1999, he was Director of the Union of Insurance, Pension and Capitalization Companies of Rio de Janeiro and, from 1998 to 2001, Director of the National Association of Pension Companies (ANAPP). Until 2015, he served as Vice-President of the National Federation of General Insurance Companies (FENSEG) and as Director of the National Federation of Private Pensions and Life (FENAPREVI). He studied Law at PUC-RJ and he is a licensed insurance broker for all branches. Additionally, he holds a certification as a Financial Planner by the American College of Philadelphia/USA, an Executive MBA by the University of São Paulo (USP), certification as a Board Member by Fundação Dom Cabral (FDC) and certification as a Senior Executive Management by the London Business School, besides being graduated in Pension Plan Fundamentals from the Wharton School of Business. | ||
| Domingos Carelli Neto | Independent Member | Audit and Risk Management Committee Member |
| Domingos Carelli Neto has been a member of the Investment Committee since 2009 and of Audit and Risk Management Committee, of Sul América S.A since 2015 and of its subsidiaries from 2013 to 2018. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV). | ||
| Renato Russo | Independent Member | Independent Member of the Board |
| Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014 and is also coordinator of Audit and Risk Management Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. He is a member of the Ethics Committee of CNSEG. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). | ||
| Daniel Lima | Independent Member | – |
| Daniel Lima has been a member of the Investment Committee of Sul América S.A. since 2021. Currently, Mr. Lima is the Executive Director of FGC – Fundo Garantidor de Créditos since 2019. Previously, he was CEO and Investments Director of Fundação Petrobras de Seguridade Social (Petros), where he held those positions from 2017 to 2019. Prior to that, he was Portfolio Manager of Itaú Unibanco S.A. from 2016 to 2017 and Director of Investment Management at Odebrecht Previdência from 2012 to 2016. He was also a Financial Planning Manager at BM&FBOVESPA (currently B3) and Consultant at Bates White Economic Consulting, RiskOffice and Prandini Rabbat & Associates Financial Products. Mr. Lima is also a member of the Executive Board of IADI – International Association of Deposit Insurers (BIS – Bank for International Settlements) and member of the Board of Directors of the Third Party Resources and Investment Products Distribution, both from ANBIMA – Associação Brasileira dos Mercados Financeiros e de Capitais. Besides that, he is also a member of Câmara Consultiva de Empresas e Estruturação de Ofertas at B3 and he was a member and coordinator of Associação Brasileira das Entidades Fechadas de Previdência Complementar (ABRAPP), where he was also a member of the national investments technical committee and the southwest regional technical committee of investments. In addition he was a professor at INSPER and FGV. Graduated with a degree in Economics from USP, holds a master’s degree in Economics from Pontifícia Universidade Católica do Rio de Janeiro and a PhD in Economics from the University of California. | ||
Human Capital Committee
The Human Capital Committee was created on October 25, 2000, is composed of four members that meet annually and in extraordinary situations if necessary to decide on matters within its scope of competence, and aims to assist the Board of Directors in the executive compensation policy of the Company, keeping continuously updated with respect to the compensation practices adopted by the market, as well as review and monitor the performance of the executives. The Human Capital Committee should propose compensation consistent with best market practices for the Board of Directors, the Board of Executive Officers, the Fiscal Committee and for the Company’s statutory and non-statutory advisory committees. Further, the committee may fix the compensation for certain individuals, when determined by the Board of Directors. As of 2022, the Committee is composed of 100% of non-executive members, with 3 members of the Board of Directors and 1 independent member. [SULA 18/GRI 102-22]
| Human Capital Committee Members [SULA 18/GRI 102-18] |
Position | Other Positions Held |
|---|---|---|
| Patrick Antonio Claude de Larragoiti Lucas | President | Chairman of the Board |
| Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He was a board member of the Geneva Association from 1999 until 2018, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo. | ||
| Gabriel Portella Fagundes Filho | Member | Member of the Board |
| Gabriel Portella Fagundes Filho is a member of the Board of Directors of Sul América S.A. since 2021. Previously, he held the position of Chief Executive Officer of Sul América S.A. and its subsidiaries from 2013 to 2021. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has 46 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América having more than 35 years of professional relationship. In the Company he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna. From 2009 to 2013 he held the position of Vice President of Health and Dental at Sul América S.A.. Mr. Portella is a member of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), serving as Vice President. | ||
| Luiz Fernando Sanzogo Giorgi | Independent Member | – |
| Luiz Fernando Sanzogo Giorgi has been a member of the Human Capital Committee since 2013 and he hasmore than 20 years of experience in management and leadership. In 2005 he founded the LFG – Management Consultant Advisory. Currently he is a member of Board of Directors of Arezzo & Co S.A., Board of Director’s president of Teadit Gourp S.A., consultive member of Agência de Propaganda Heads, and also a member of committees of Banco Santander S.A. and Martins Atacadista S.A. He worked between 2003 and 2005 as Vice President of Suzano Holding – Suzano Group and he was a member of the Management Committee of Suzano Papel e Celulose and Executive Director of Suzano Petroquímica. From 1989 to 2003, he was a member of the Board of Directors of Petroflex and CEO (Chief executive Officer) and Global Partner of Hay Group – Brazil and Grupo Mundial. Luiz Fernando was a member of Board of Directors of several companies: Lojas Marisa S.A. (2013-2017), Grupo Vonpar (2008-2016), Empresas Concremat (2008-2016), Santher S.A. (2007-2015), J. Macedo Alimentos S.A. (2007-2011), among others. | ||
| Louis Antoine de Ségur de Charbonnières | Member | Member of the Board |
| Louis Antoine de Ségur de Charbonnières has been a member of the Board of Directors of Sul América S.A. since 2021. He has been the founder and leader of Enseada Family Office (BR) since 2012 and of Time Family Office (UK) since 2015; director of Sulemisa Lux SARL, Sultaso Lux SARL, Sularis Lux SARL and Sulaver Lux SARL since 2017; member of the Board of Directors of Saspar Participações since 2021; Chairman of the Board of the philanthropic entity Instituto Irmãs Ema e Beatriz Sanchez de Larragoiti since 2009; Board member of The Serpentine Gallery (UK) since 2016 and member of the international Board of São Paulo Museum of Arts (MASP) since 2018. He serves as an investor in several sectors in Brazil and Europe. He also has 20 years of experience in wealth management, having worked in the commercial, customer and investor relations areas, being responsible for governance and global strategic guidance in different companies. Participated in the Private Wealth Management Program at the Wharton School (University of Pennsylvania) and in the course for Board of Directors members from IBGC, both in 2014. Business Administration at IBMEC and PUC-RJ. | ||
Sustainability Committee
The Sustainability Committee was created on March 9, 2009 , has been reporting to the Board of Directors since February 23, 2011 and is comprised of six members, with the following responsibilities: (a) develop and monitor the implementation of the sustainability policy of the Company and its respective programs, (b) advise the Board of Directors and assist other stakeholders on issues related to corporate sustainability (c) develop and propose the sustainability strategy of the Company; (d) recommend and monitor the execution of activities related to the sustainability strategy of the Company; (e) conduct reviews of the Company’s Sustainability Policy, as needed, to and ensure that the principles reflect stakeholders’ expectations and societal challenges; and (f) verify the compliance of and progress with the Company’s Sustainability Policy. As of 2022, the Committee is composed of 50% of executive members, 2 members of the Board of Directors, being 1 independent, and 1 independent member. [SULA 18/GRI 102-22]
| Sustainability Committee Members [SULA 18/GRI 102-18] |
Position | Other Positions Held |
|---|---|---|
| Cátia Yuassa Tokoro | President | Independent | Independent Member of the Board |
| Cátia Yuassa Tokoro is a member of the Board of Directors of Sul América S.A. since 2019 and the president of the Sustainability Committee since 2020. She holds twenty five years of professional experience in C-Level in Marketing and Sales to the market, B2B in the service industries of Technology of Information and Telecom. She worked at Oi from 2000 to 2018, where she last served as a Vice President of B2B Business, leading digital transformation projects both internally (e-commerce, e-care and e-billing) and externally, renewing the product and service portfolio – cybersecurity solutions, IoT, big data & analytics and cloud based solutions. Currently she is a member of the advisory board of Imagem (Brazilian company of geographic intelligence solutions), member of the business council for Innovation, Communication and Technology of the Rio de Janeiro Commercial Association, advisor, mentor and angel investor of startups, coordinator of the Rio de Janeiro chapter and member of the Innovation Committee of the Brazilian Institute of Corporate Governance (IBGC). Graduated in electrical engineering from Pontifícia Universidade Católica of Rio de Janeiro in 1993, holds an MBA in business administration from IBMEC-RJ, as well as Authentic Leadership Development and Disruptive Strategy, both from Harvard Business School, Executive Program from the Singularity University, Conflict Conciliation and Facilitation of Dialogues by the Mediare Institute and MasterClass in Corporate Governance for the New Economy and a Certification as Innovation Counselor (C2i) from Go New Economy and beyond that has a IBGC certification as an advisor. | ||
| Reinaldo Amorim Lopes | Member | Vice President of Finance, Risks and Compliance |
| Reinaldo Amorim Lopes has been Vice President of Finance, Risks and Compliance of Sul América S.A. since 2022. He has more than 25 years of experience in the Brazilian insurance and healthcare market, working in the areas of risk management, finance, operational efficiency, actuarial, governance, compliance, strategy and mergers and acquisitions. Mr. Lopes joined SulAmérica group, for the first time, in 2002, when he acted as Actuarial Superintendent until 2009. In 2015, he returned to SulAmérica, when he served as Executive Officer of Actuarial, Risk, Compliance and mergers and acquisitions of the companies in the conglomerate, having also been part of its Executive Committee since 2021. Between 2009 and 2015, he was Executive Officer and partner at PwC, providing management and auditing consulting services, focusing on the insurance, health and pension funds segments. As an actuary, he worked, in 2002, at Seguradora Brasileira de Crédito e Exportação (SBCE) and at Tillinghast, currently Willis Towers Watson, between 1998 and 2002. Graduated in Actuarial Science from the Federal University of Rio de Janeiro (UFRJ), with an Executive MBA in Business Administration from Fundação Getúlio Vargas (FGV-RJ) and graduated at the Management Development Program from IBMEC-RJ. | ||
| Ricardo Bottas Dourado dos Santos | Member | Chief Executive and Investor Relations Officer |
| Ricardo Bottas Dourado dos Santos was elected SulAmérica’s Chief Executive Officer in 2021, combining the position of Investor Relations Officer since March/2022. Previously, he held the position of SulAmérica’s Vice President of Control and Investor Relations Officer from 2017 to 2021. Mr. Bottas joined SulAmérica group in 2015 and since then has been the Financial Officer of the company’s subsidiaries. From 2011 to 2015 he worked at HRT Petróleo (now PetroRio), being his last position as Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group – the last 5 years as Superintendent of Planning and Control. Mr. Bottas was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro. | ||
| Patrícia Quírico Coimbra | Member | Vice President of Human Capital, Administrative area and Sustainability |
| Patrícia Quírico Coimbra is the Vice President of Human Capital, Administrative and Sustainability at SulAmérica and a member of the Sustainability Committee since 2014. Prior to that she served as Director of Human Capital and Sustainability. She has more than 20 years of experience in human resources and business areas as well as in leading multinational and domestic companies in the oil and gas nondurable consumer goods and telecommunications markets. Ms. Coimbra graduated with a degree in Information Technology from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio) in 1989 and a degree in Economics from Universidade Candido Mendes in Rio de Janeiro (UCAM) in 1994. She also obtained a postgraduate degree in Marketing from PUC-Rio in 1998. She served as the Director of Organizational Development at OI Participações from 2011 until 2013. From 1998 until 2011, she also worked at SC Johnson as the Organizational Development Manager, Sales Technology Manager, Senior Human Resources Manager, Interim Director, and eventually reached the position of Director of Human Resources. She began her career in 1989 at Shell Brazil as the Assistant and later as the Head of Strategic Planning moving on to the position of Head of Corporate Training / Project Leader and then as Corporate Business Partner and Business Development until 1998. | ||
| Paulo Durval Branco | Independent Member | – |
| Paulo Durval Branco, elected as a member of Sustainability Committee in 2022, is the Director of International Institute for Sustainability (IIS), co-founder of Frontiers of Development Institute and co-founder of Ekobé, one of the first Brazilian advisory firms specialized in corporate sustainability, where he has contributed to the integration of principles and practices of sustainable development into the strategy of several national and multinational organizations, as well as into the value chain of different sectors. He was the vice coordinator of Sustainability Studies Center (FGVces) at the São Paulo Business Administration School of Fundação Getúlio Vargas (FGV EAESP), where he led projects in sustainability strategy and management, stakeholders engagement, sustainable value chains, food systems and family-based agriculture, innovation and entrepreneurship, internationalization of companies, among others. Paulo holds a master’s degree in Business Administration from Pontifícia Universidade Católica of Rio de Janeiro (PUC-Rio) and also holds a degree in Business Administration, with a specialization in Information Systems, also from PUC-Rio. He is a professor of the Professional Master course in Sustainability Science of the Geography and Environment Department at PUC-Rio, and has published several of his academic works about Sustainability, Education, and Business in Brazil and abroad. | ||
| Louis Antoine de Ségur de Charbonnières | Member | Member of the Board |
| Louis Antoine de Ségur de Charbonnières has been a member of the Board of Directors of Sul América S.A. since 2021. He has been the founder and leader of Enseada Family Office (BR) since 2012 and of Time Family Office (UK) since 2015; director of Sulemisa Lux S.à r.l, Sultaso Lux S.à r.l, Sularis Lux S.à r.l and Sulaver Lux S.à r.l since 2017; member of the Board of Directors of Saspar Participações since 2021; Chairman of the Board of the philanthropic entity Instituto Irmãs Ema e Beatriz Sanchez de Larragoiti since 2009; Board member of The Serpentine Gallery (UK) since 2016 and member of the international Board of São Paulo Museum of Arts (MASP) since 2018. He serves as an investor in several sectors in Brazil and Europe. He also has 20 years of experience in wealth management, having worked in the commercial, customer and investor relations areas, being responsible for governance and global strategic guidance in different companies. Participated in the Private Wealth Management Program at the Wharton School (University of Pennsylvania) and in the course for Board of Directors members from IBGC, both in 2014. Business Administration at IBMEC and PUC-Rio. | ||
Composition of groups responsible for governance – Age Group and Gender [SULA 89/GRI 405-1]
| Board of Directors | Audit and Risk Management Committee | Governance and Disclosure Committee | Investment Committee | Human Capital Committee | Sustainability Committee | Executive Officers | |
|---|---|---|---|---|---|---|---|
| Age Group | |||||||
| Up to 25 years | – | – | – | – | – | – | – |
| From 26 to 35 years | – | – | – | – | – | – | – |
| From 36 to 45 years | 10% | – | 25% | 17% | 25% | 33% | 33% |
| From 46 to 55 years | 10% | – | 25% | – | – | 50% | 67% |
| From 56 to 65 years | 50% | 33% | 25% | 50% | 50% | 17% | – |
| Over 65 years | 30% | 67% | 25% | 33% | 25% | – | – |
| Gender | |||||||
| Female | 20% | – | – | – | – | 33% | 33% |
| Male | 80% | 100% | 100% | 100% | 100% | 67% | 67% |
| Composition | |||||||
| Executives | – | – | 50% | – | – | 50% | 100% |
| Non-Executives | 100% | 100% | 50% | 100% | 100% | 50% | – |
| Total | 10 | 3 | 4 | 6 | 4 | 6 | 3 |
Selection and nomination process
The Advisory Committees are composed of Board of Directors and Executive Officers members with proven experience in the areas of responsibility for the respective group, in addition to independent members able to contribute significantly to the development of the group’s work. The Board of Directors members are elected by the Company’s shareholders on an annual basis whereas the Executive Officers are elected by the Board of Directors. The selection process of external members is also conducted by the Board of Directors. [SULA 24/GRI 102-24]
The Company has a Policy for the Nomination of Administrators which establishes the main assumptions and criteria to be observed in the process of nominating the Board of Directors and its Advisory Committees members. The established guidelines in this policy reinforces that the nomination process aims for diversity of knowledge, experiences and profiles, such as age group, ethnic origin and gender, among others, providing a variety of skills and proficiencies to the body and, therefore, optimizing the decision-making process.
The nomination of Board of Directors and its Advisory Committees members must comply with requirements established in the Bylaws, in addition to adhere to the following criteria: (i) minimum legal requirements, if applicable, such as in the case of the Board of Directors; (ii) recommendations on the best governance practices issued by benchmark institutes, such as IBGC, COSO, II among others, as in the case of the Audit, Governance, Investment and Human Capital Committees; (iii) minimum requirements defined internally for each body; (iv) alignment and commitment to the Company’s values and culture; (v) educational background compatible with the duties of the Board of Directors or its Advisory Committees, among others. In addition to these criteria, independent members were selected to participate in the Human Capital, Audit and Risk Management, Investment and Sustainability Committees, and external members on the Human Capital, Audit and Risk Management, Investment and Sustainability Committees.
For more information, see the Policy for the Nomination of Administrators and the Bylaws available in the Policies and Charters section.
Evaluation of the Board of Directors
The Board participates in an annual process to measure its collective and individual member performance as well as the performance of the Chairman and the Secretary of the Board. Additionally, the independent board members complete a self-assessment of their respective independence. This evaluation process is an important part of the continuous effort to improve the practices of the Board of Directors.
Each year the Board conducts a self-evaluation, with the goal of improving the performance of its activities, of the Executive Officers, individual assessments of committees and the overall Company performance. [SULA 28/GRI102-28; SULA 30/GRI 102-31]
The self-assessment is a routine for the Board since 2008 and consists of an objective evaluation form which collects impressions from the members about:
- the Board structure, including its composition, priorities, quality and the context of the information received and discussed;
- the transparency of Board relations, including its independence both from shareholders and Company management, as well as through dialog with advisory committees and conflicts of interest;
- support of the corporate secretary office;
- the self-assessment of individual skills and participation and
- the assessment of the Chairman of the Board in conducting his duties
In 2013, the evaluation process for the Board of Directors was used as a case example and published by the IBGC – Brazilian Corporate Governance Institute.
The evaluation of SulAmérica’s Board of Directors for the last five years is shown in the graph below:
Attendance at the Meetings of the Board of Directors
According to the Company’s Policy for the Nomination of Administrators, with regard to the process of reelection of the members of the Board of Directors, it must be considered the attendance of the members at the meetings during the previous term of office, which must be equal to or greater than 75%. In the fiscal year of 2021 it was verified the average rate of 100% referring to the attendance of the Board members to the meetings held.
Board of Executive Officers
The members of the Board of Executive Officers act as the Company‘s legal representatives and are responsible for the day-to-day executive management of SulAmérica‘s business and for implementing the general policies and guidelines set forth by the Board of Directors.
Sul América S.A.’s Board of Executive Officers is composed of three members who are elected by the Board of Directors (and can be removed at any time) for a mandate of one year, being admitted a reelection.
The Board of Directors may assign one or more Executive Officers with the position of Vice President in the financial, controllership, and corporate areas. Aside from the signature of the terms as required by the Corporate Governance Level 2, the elected officers take office through signature in the Book of Meetings of the Company’s Board of Executive Officers and will remain in their positions until the installation of the newly elected officers.
The Executive Officers serve as legal representation of the Company and are responsible for the executive management of business operations and for the implementation of general policies and guidelines established by the Board of Directors. To maximize their performance and the execution of their duties, the Executive Officers have several governing bodies at SulAmérica: (i) Executive Committee (COMEX), who evaluates and decides about corporate and strategic subjects; and, (ii) Corporate Risk Committee, which evaluates and approves risk management policies and establishes limits to be observed in the Company’s operations and supporting the strategic management of risk.
The Chief Executive Officer (CEO) is responsible for coordinating the activities of the Executive Officers and the supervision of all of the activities of the Company. The other officers are responsible for the tasks defined by the Board of Directors and the Chief Executive Officer.
The Vice President of Investor Relations, designated by the Board of Directors, must disclose material facts or acts which occur as part of the Company’s business operations and take charge of the Company’s relationship with all market participants as well as regulatory and fiscal entities.
Furthermore, the Board of Executive Officers, when meeting together, have the power to resolve any issues and business interests of the Company as provided by law or in the Bylaws , except as provided by law or the Bylaws as being the responsibility Annual General Meeting or the Board of Directors.
| Executive Officers | Position | Date of First Election | Term of Current Office End Date |
|---|---|---|---|
| Ricardo Bottas Dourado dos Santos | Chief Executive and Investor Relations Officer | March 29, 2021 | 2023 AGM |
| Ricardo Bottas Dourado dos Santos was elected SulAmérica’s Chief Executive Officer in 2021, combining the position of Investor Relations Officer since March/2022. Previously, he held the position of SulAmérica’s Vice President of Control and Investor Relations Officer from 2017 to 2021. Mr. Bottas joined SulAmérica group in 2015 and since then has been the Financial Officer of the company’s subsidiaries. From 2011 to 2015 he worked at HRT Petróleo (now PetroRio), being his last position as Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group – the last 5 years as Superintendent of Planning and Control. Mr. Bottas was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro. | |||
| Reinaldo Amorim Lopes | Vice President of Finance, Risks and Compliance | March 10, 2022 | 2023 AGM |
| Reinaldo Amorim Lopes has been Vice President of Finance, Risks and Compliance of Sul América S.A. since 2022. He has more than 25 years of experience in the Brazilian insurance and healthcare market, working in the areas of risk management, finance, operational efficiency, actuarial, governance, compliance, strategy and mergers and acquisitions. Mr. Lopes joined SulAmérica group, for the first time, in 2002, when he acted as Actuarial Superintendent until 2009. In 2015, he returned to SulAmérica, when he served as Executive Officer of Actuarial, Risk, Compliance and mergers and acquisitions of the companies in the conglomerate, having also been part of its Executive Committee since 2021. Between 2009 and 2015, he was Executive Officer and partner at PwC, providing management and auditing consulting services, focusing on the insurance, health and pension funds segments. As an actuary, he worked, in 2002, at Seguradora Brasileira de Crédito e Exportação (SBCE) and at Tillinghast, currently Willis Towers Watson, between 1998 and 2002. Graduated in Actuarial Science from the Federal University of Rio de Janeiro (UFRJ), with an Executive MBA in Business Administration from Fundação Getúlio Vargas (FGV-RJ) and graduated at the Management Development Program from IBMEC-RJ. | |||
| Fernanda Ramos Dantas | Executive Officer | October 14, 2022 | 2023 AGM |
| Fernanda Ramos Dantas has been a member of SulAmérica’s Board of Executive Officers since 2022. She has more than 15 years of experience in legal management, working in large companies in the telecommunications, banking and insurance sectors. Ms. Dantas joined SulAmérica for the first time in 2012, when she worked as Corporate and Business Legal Superintendent until April 2016. In November 2016, she returned to SulAmérica, working as Legal Superintendent of Private Insurance from 2016 to 2019 and as Legal Superintendent of Health and Dental from 2019 to 2022. From May 2016 to October 2016, she was Legal Superintendent for Labor and Private Pensions at Banco Santander. Worked at Vivo S.A. as Legal Labor Coordinator from November 2010 to July 2011 and as Legal Consultant from August 2011 to December 2011. In 2010, she worked as Independent Labor Consultant at Rollo Duarte Advogados. From 2003 to 2008, she was a lawyer at Ávila, Nogueira e Miguel Neto Advogados, responsible for labor and civil litigation. She started in 2003 as a lawyer at Palazzi, Maluf e Fróes Coelho Advogados Associados. In 2002, she graduated in Law from the Pontifícia Universidade Católica de São Paulo (PUC-SP). She holds a postgraduate degree in Labor Law from the Coordenadoria Geral de Especialização, Aperfeiçoamento e Extensão – COGEAE – PUC-SP. | |||
Performance Evaluation Mechanisms
The performance evaluation mechanisms for the Executive Officers and the Board of Directors of the Company are based on financial and operational performance indicators as well as key stakeholders satisfaction levels and sustainability goals.
Moreover, each year, the members of the Board of Directors of the Company participate in a process of self-assessment of their own as well as collective performance, identifying and proposing actions contribute to the improvement of the performance of the Board, also addressing issues relating to the performance and interaction advisory committees.
Key management personnel are evaluated annually by the Board of Directors or the Human Capital Committee based on targets established in the management contracts and aligned with the Company’s strategy.
Fiscal Council
The Fiscal Council is not instated on a permanent basis; rather it is only installed whenever a request is made by its shareholders, pursuant to Brazilian Corporate Law. It is comprised of three to five members elected at the General Meeting at which its installation is requested with an equal number of alternates, who may or may not be shareholders. The Fiscal Councilors will be conditioned to the signing of the Consent Statement of the members of the Fiscal Council referenced in the Corporate Governance Level 2 Regulation, as well as in compliance with the applicable legal requirements. The duties of the Fiscal Council are set forth in Law No. 6.404/76, as amended by Law No. 10.303/01.
Last update: October 19, 2022