Management and Boards
Properties’ board of directors is a decision-making body which is responsible for formulating and monitoring the implementation of the general guidelines and policies for Company’s business, including our long-term strategies. Among other things, the board of directors is responsible for appointing and supervising BR Properties’ executive officers. Pursuant to the Brazilian corporate law, the board of directors is also in charge of appointing the independent auditors.
In accordance with BR Properties’ bylaws, our board of directors is composed of at least, five (5) and, at most, seven (7) effective members. Members of the board of directors are elected for a continuous two-year term, at most, and may be reelected. Members of our board of directors may be reelected and removed from office at any time by a decision of shareholders at a general meeting. According to the Listing Rules of the Novo Mercado, a company‘s board of directors must be composed of at least five members, of whom at least 20% must be independent directors. The listing rules of the Novo Mercado require all members of our board of directors to execute a management compliance statement in order to serve on the board.
Under the Brazilian corporate law, members of BR Properties’ board of directors may not vote on any matter or intervene in any transaction that would create a conflict of interest between the Company and that board member.
|Board Members||Title||Date of Election||End of term|
|ANTONIO CARLOS BONCHRISTIANO||Vice-Chairman||April 24, 2020||Until 2021′ AGM|
|Mr. Bonchristiano is a member of the board and CEO of GP Investments. He joined GP Investments in 1993 and has been a Managing Director since 1995. Prior to joining GP Investments, Mr. Bonchristiano was a Partner at Johnston Associates Inc., a finance consultancy based in London, and worked for Salomon Brothers Inc. in London and New York. Currently, he serves as a member of the boards of directors of AMBEV, San Antonio International, GP Advisors, Spice Private Equity and GP Investments Acquisition Corp. Mr. Bonchristiano is also on the board of several non-profit organizations, including: Fundação Bienal and Fundação Estudar in São Paulo, Brazil and John Carter Brown Library in Providence, RI, USA. Previously, he served as a member of the boards of directors of Allis, BHG, Estácio, BR Properties, LAHotels, Sé Supermercados, ALL, Kuala, CEMAR, ABC Supermercados, Gafisa, Hopi Hari, Submarino, Equatorial, Geodex Commumication, Trio Assessoria (holding Sascar), BR Malls, Tempo, Magnesita Refratários, and Playcenter. He was also previously the Chief Financial Officer of SuperMar Supermercados and Founder and Chief Executive Officer of Submarino. He was further vice-chairman of the board of directors of BR Properties, director of Geodex Communication, Contax Participações and IRO of ABC Supermarkets and GP Investments, Ltd.. Mr. Bonchristiano holds a bachelor’s degree in Politics, Philosophy, and Economics from the University of Oxford.|
|CHARLES LAGANÁ PUTZ||Independent Director||April 24, 2020||Until 2021′ AGM|
|Graduated and post-graduated in Business Administration from EAESP-FGV, where he was a Professor during 15 years. He has a masters degree in International Affairs from IMD, Switzerland and participated in the Advanced Management Program of the Harvard Business School. He is a key member and member of the Investment Committee of Fundo Rio Bravo Energia I, and member of the Board of Directors of Eólicas do Sul, RBO Energia, and Bons Ventos da Serra. He is an independent member of the Board of Directors of MLog (former Manabi) since 2011, and was the Chairman of the Board in 2015. In 2011 he founded Verena Ventures, a financial advisory and strategy company, previously, he was an officer of CSN from 2007 to 2011, and president of NAMISA from 2009 to 2010. From 2005 to 2007 he was the vice-president and investor relations officer of Brasil Telecom S.A. and Brasil Telecom Participações S.A. He was an Officer of Telefonica and CEO of Crown Brasil and Petropar Embalagens and member of the Board of Directors of other companies.|
|DANILO GAMBOA||Director||April 24, 2020||Until 2021′ AGM|
|Danilo Gamboa holds a bachelor‘s degree in production engineering from the University of São Paulo and an MBA from the MIT Sloan School of Management. He joined GP Investments Ltd. in 2004 and since 2006 has been a Managing Director. Mr. Gamboa also serves as member of the Board of Directors since 2016. Prior to joining GP, he worked at Submarino and Gradus Management Consultants. Previously, he served as a member of the Boards of Directors of Allis Participações SA, Grupo SBF SA, Tempo Participações SA, Companhia Brasileia de Agregados Minerais SA, Magnesita Refratários SA, Submarino SA, LA Hotels SA, ALL – América Latina Logística SA , Fogo de Chão Churrascaria (Holding) LLC, Hypermarcas SS, BR Properties SA and Gafisa SA.|
|FABIO DE ARAUJO NOGUEIRA||Independent Director||April 24, 2020||Until 2021′ AGM|
|He occupied the position of Latin America Real Estate Managing-Director of CPP-IB (Canada Pension Plan – lnvestment Board), Canada’s largest pension fund, from January, 2015 to December, 2015. Previously, from 1998 to 2012, Fabio was the Chief Executive Officer and Co-Founder of the Brazilian Finance and Real Estate Participações S.A., a holding company that controls Brazilian Mortgages (Mortgage Company, financial institution holder of the entity that generated real estate credit called BM Sua Casa). The platform also includes Brazilian Securities, Real Estate Credit Securitization Company, which was the leader in the domestic securitization market, in addition to Brazilian Capital, a real estate Investment manager focused on providing services to international and local investors. The holding company BFRE and its subsidiaries were fully sold to Banco Pan/BTG Pactual in the transition of the companies after sale and change of control. Fabio is an attorney and graduated in Law School by PUC-SP (Pontifical Catholic University of São Paulo) and later specialized in Real Estate Business by FAAP, also in São Paulo. Fabio started his career in the banking Market, working for 20 years in institutions as BCN-Banco de Crédito Nacional, BFB Credit Lyonnais, Citibank and BankBoston in the areas of real estate credit, savings accounts, real estate, insurances and retail products.|
|RUBENS MÁRIO MARQUES DE FREITAS||Chairman||April 24, 2020||Until 2021′ AGM|
|Rubens Freitas is a Managing Director at GP Investments with a 15-year experience in Private Equity, having completed over two billion US Dollars in large scale buy out deals, PIPEs, venture capital and Real Estate transactions. Mr. Freitas currently is the Chairman of the Board of BR Properties, the largest commercial property company in Brazil, and the Chairman of the Board of mining company EBAM. In addition, Mr Freitas leads GP’s current investment in Fintech player Blu Pagamentos, an innovative company in payments and cash management.
From 2012-2018 Mr. Freitas served as the Chairman of the Board of BHG – Brazil Hospitality Group, the largest hotel property owner in Brazil. In addition to such corporate leadership cases, Mr Freitas has also served on the Boards of Magnesita (Refractory Materials), Gafisa (Homebuilding), Telemar / Oi (Telecom), Contax (Call Centers), Leitbom (Dairy CPGs) and Tempo Assist (Insurance).
Before joining GP Investments Mr. Freitas worked for five years as management consultant at Roland Berger in Brazil and in Europe. Mr. Freitas holds a bachelor degree in Aeronautical-Mechanical Engineering from ITA – Instituto Tecnológico de Aeronáutica (1995-1999) and an MBA with Honors from the Harvard Business School (2004-2006).
Properties executive officers are the legal representatives and are principally responsible for the day-to-day management of Company’s business and for implementing the general policies and guidelines established by the board of directors. The Brazilian corporate law provides that executive officers must reside in Brazil and that they may or may not be shareholders of the company which they serve. In addition, up to one-third of the members of a company‘s board of directors may also serve as executive officers.
The members of BR Properties’ executive committee are elected by the board of directors for one-year terms and they may be reelected. Any executive officer may be removed by the board of directors before the expiration of his or her term. According to the Company’s bylaws, the executive committee must be composed of two executive officers, including one executive president officer and one chief financial and investor relations officer. The executive committee is currently composed of two members, who were elected by the board of directors on January 31, 2018 for a two-year term in office.
|Name||Position||Date of election||End of term|
|MARTÍN ANDRÉS JACO||Chief Executive Officer||December 17, 2019||December 15, 2022|
|Mr. Jaco studied Civil Engineering at the Escola Politécnica da Universidade de São Paulo. He has an MBA from Reading University (UK), College of Estate Management, and a postgraduate degree in Project Management from the Royal Institute of Chartered Surveyors (UK). Mr. Jaco began his career with Andrade e Gutierrez and subsequently worked for Metodo Engenharia. In 1996, he joined CBRE as an investment consultant for Brazil. As the head of the investment, development and asset management departments of CBRE, and as Director of Investments, Mr. Jaco had direct responsibility for and involvement in all the activities related to investments in Brazil over the last 10 years. Under his management, CBRE became the market leader in real estate transactions in 2006.|
|ANDRÉ BERGSTEIN||Chief Financial and Investor Relations Officer||December 17, 2019||December 15, 2022|
|Currently holds the positions of Chief Financial Officer and Investor Relations Officer of the Company. In the last 10 years, Mr. André Bergstein worked as (i) Chief Financial and Investor Realations Officer of Gafisa S/A; (ii) Board member of Alphaville Urbanismo S.A. and Construtora Tenda S.A.; (iii) Executive of Plural Capital Gestora de Recursos Ltda Real Estate Department; and (iv) Chief Financial and Investor Realations Officer of Brazilian Finance & Real Estate S.A., real estate financial holding.|
Pursuant to the Brazilian corporate law, the fiscal council is a body that is independent of the board of directors and external auditors. The principal responsibility of the fiscal council is to review the acts and records of the executive officers, analyze the financial statements and report their findings to the shareholders. BR Properties’ fiscal council is not a permanent body, and can be constituted during the fiscal year if requested by the requisite number of Company’s shareholders, as described below. At present, BR Properties does not have a fiscal council.
When established, the fiscal council will be composed of three members and an equal number of alternates. Persons elected to the fiscal council must be residents of Brazil and university graduates or have been a member of a fiscal council or an executive officer for at least three years. According to the Novo Mercado rules, prior to taking office, members of the fiscal council must sign the statement of consent of members of the fiscal council.
Pursuant to the Brazilian corporate law, a fiscal council may be established at a general shareholders‘ meeting at the request of the shareholders representing at least 10% of the common shares and will remain in office until the first general shareholders‘ meeting following its establishment. Depending on BR Properties’ capital stock, this percentage may be reduced to 2% of the voting capital stock, pursuant to Instruction #324 enacted on January 19, 2000 by CVM. On the basis of Company’s current capital stock, shareholders representing at least 2% of the voting stock may request the establishment of the fiscal council. In addition, minority shareholders representing at least 10% of the common shares have the right to independently elect a member of the fiscal council and his alternate, and the other shareholders may elect one member more than the total number of members elected by the minority shareholders.
The fiscal council may not include members of the board of directors, executive officers or employees of a subsidiary or a company from the same group, or the spouses or parents of Company’s management team. In addition, the Brazilian corporate law requires that the members of the fiscal council receive compensation of at least 10% of the average compensation paid to executive officers, excluding benefits, business entertainment expenses and profit sharing.
|Member of Fiscal Council||Position||Date of Election||End of term|
|MARCELO FRANÇA DE LIMA||Member||April 24, 2020||Until 2021′ AGM|
|Mr. Marcelo França de Lima, economist and postgraduate in Business Administration, developed his career in the retail segment at Lojas Americanas for 20 years. Subsequently, Marcelo served as CFO of investees of the Private Equity fund managed by GP Investimentos in the segments of entertainment, services and the food industry, such as ABC Supermercados, Hopi-Hari and LBR – Lácteos Brasil. Currently, he works as a consultant through his own consultancy firm focused on structuring and restructuring businesses, called Melius Consulting, and he holds the position of CFO at a dental products distributor called Dental Gutierre, where he actively participates in the company’s digital transformation process.|
|RICARDO SCALZO||Member||April 24, 2020||Until 2021′ AGM|
|Mr. Ricardo Scalzo has a degree in Physics from Universidade Federal do Rio de Janeiro since 1974. He worked as Financial Consulting Manager and Audit Manager at Arthur Andersen for 8 years and as Corporate Control Manager at Banco de Investimentos Garantia, for 16 years. Throughout his career, he actively participated in several M&As, it is worth highlight the acquisitions of Lojas Americanas S.A. and of Companhia e Cervejaria Brahma, the foudation of AmBev and the sale of Banco Garantia to third parties in 1998. He is currently an independent consultant and tax advisor certified by the Brazilian Institute of Corporate Governance (IBGC). He is a member of the Fiscal Council of the following Companies: Lojas Americanas, Suzano, Magnesita, Tecnisa, Kroton, Maringá Mineração, Aceco, South American Lightining Participações and Camil Alimentos.|
|PEDRO WAGNER PEREIRA COELHO||Member||April 24, 2020||Until 2021′ AGM|
|Mr. Pedro Wagner holds a bachelor’s degree in Business Administration and in Accounting Science. He worked as an auditor at PriceWaterhouse Coopers Auditores Independentes and as controller at the investment bank, Banco Garantia, for 15 years. Currentely, Mr. Coelho is member of the Fiscal Council of the following companies: Magnesita Refratários S.A. (since 2008), Estácio Participações S.A. (since 2012) and Oi S.A. (since 2016). He has also acted as member of the Fiscal Council of Lojas Americanas S.A. (retail segment), Tele Norte Leste Participações S.A. (telecom), Telemar Participações S.A. (telecom), TAM S.A. (transports) and Enersul – Energética do Matogrosso do Sul (energy sector).|
|DIEGO CEZAR BARBOZA||Alternate Member||April 24, 2020||Until 2021′ AGM|
|Mr. Diego Cézar Barboza has a post-graduate degree in Business Administration from FGV and holds an Executive MBA from Fundação Dom Cabral. He currently holds the position of Head of Finance at Goop Distribuidora Automotiva, a company providing solutions for the automotive aftermarket with its own brand TAKAO. From 2012 to 2017, he worked as Head of Planning at Knijnik Engenharia, a project company of Axxon Group PE, and previously was an FP&A and Controlling specialist at LBR Lácteos Brasil, a company of GP Investimentos. In addition to experiences in the automotive, engineering and consumer goods sectors, he has also worked in areas of Fraud Prevention and MIS in the financial sector by the American Express company.|
|VALDO MANDU GOMES||Alternate Member||April 24, 2020||Until 2021′ AGM|
|Mr. Valdo Gomes is a founding partner of Roval Contabilidade Ltda, created in June 2014. He was part of the GP Investimentos controlling team between 1999 and 2014. During this period, he served as an accountant for 14 years, having actively participated in the Company’s IPO, among other events.|
|WANCLER FERREIRA DA SILVA||Alternate Member||April 24, 2020||Until 2021′ AGM|
|Mr. Wancler Ferreira da Silva has been a holder of WFS Serviços de Contabilidade – Eireli since 1997. Previously he was Manager and Director of PriceWaterhouse Auditores Independentes (currently PriceWaterhouseCoopers) for over 20 years and also served as Manager of FP&A at São Paulo Alpargatas S.A. for 5 years. He was a member of the Fiscal Council of Hopi Hari S.A. (from 2005 to 2008), Contax Participações S.A. (from 2011 to 2012), Companhia Paranaense de Energia – COPEL (from 2011 to 2012), BRADESPAR S.A. (from 2012 to 2013) and SLC Agrícola S.A. (from 2012 to 2013). Wancler has a degree in Accounting Science from the College of Economic Sciences of the Federal University of Rio Grande do Sul and a postgraduate degree in Controllership from Faculdade São Luís, in São Paulo, having taught at both Colleges.|