Management and Board of Directors
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 30, 2018||April 30, 2019|
|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 30, 2018||April 30, 2019|
|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||June 07, 2018||April 30, 2019|
|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 30, 2018||April 30, 2019|
|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 30, 2018||April 30, 2019|
|Joined GP Investments in 2006. Managing Director since 2014. Over the past eleven years at GP, Mr. Freitas has participated in transactions totaling more than USD2 billion in numerous sectors, including real estate, consumer goods, telecom and insurance sectors. In 2009 and 2010, he worked as the Sales Officer and Financial Officer of Leitbom, a GP portfolio company at the time. Currently, Mr. Freitas is the Chairman of the Board of Directors of BR Properties and BHG – Brazil Hospitality Group and member of the Boards of Magnesita and EBAM – Empresa Brasileira de Agregados Minerais. Previously, he was a member of the Board of Directors of BR Properties, Gafisa, Telemar, Contax and Tempo Participações. Before joining GP, Mr. Freitas was a consultant at Roland Berger Strategy Consultants during five years. He is a Mechanical-Aeronautics Engineer, graduated from ITA, with MBA with Honors from Harvard Business School.|
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||January 31, 2018||January 31, 2020|
|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||January 31, 2018||January 31, 2020|
|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.