Management
The Board of Directors is our deliberation body, whose main duties are to establish our general business policies and supervise the management of the Executive Board. The Wiz Reference Form, filed with the CVM in accordance with the Brazilian Corporate Law, contains additional information regarding the responsibilities assigned to the Board of Directors.
Currently, our Board is composed of nine principal members and seven alternate members, two of whom are independent members. The Board also has 4 Statutory Advisory Committees – Audit Committee; Risk, Compliance and Related Parties Committee; People, Governance, Compensation and Sustainability Committee (ESG); and, finally, an Investments, Capital Structure and Dividends Committee.
Find here, in its entirety, the Board of Directors’ Internal Rules as approved by the Board of Directors Meeting held on March 16, 2022.
Diretoria Executiva
In accordance with our Bylaws, the Executive Board comprises at least 3 (three) members, including a Chief Executive Officer, an Executive Officer and a Chief Financial and Investor Relations Officer, with unified term of office of 1 (one) year, reelection being permitted.
The responsibilities of the Executive Board include:
i. Representing the Company before third parties;
ii. Ensuring compliance with the law and the Company’s Bylaws;
iii. Coordinating the performance of the Company’s activities, by implementing guidelines and monitoring compliance with the resolutions of the Stockholders’ Meetings and the Board of Directors’ Meetings; and
iv. Managing the Company’s business.
| Professional experience of the members of the Executive Board: |
| Marcus Vinícius de Oliveira – CEO and Executive Officer |
| Mr. Marcus Vinícius de Oliveira has a degree in Legal Sciences and Technical degree in Administration, having several MBAs and a postgraduate degree in Law. He started his management career as Administrative and Financial Superintendent (1993-1996) and later as Executive Director (1996-2002) at Fenae Corretora-. During the period from 2002 to 2012, he worked as Tax Auditor for the Federal District’s Treasury Department. Mr. Marcus also was the Chief Executive Officer and member of the Board of Directors (2007-2009) of the Fiscal Council (2010) of BRB CARD SA and Chief Executive Officer and member of the Board of Directors of BRB ADMINISTRADORA E CORRETORA DE SEGUROS SA (2011 ). He is currently a member of the Fiscal Council of INADCON Assessoria Condominial S / S Ltda. |
| Lucas Moreno Neves – CFO and Investor Relations Officer |
| Mr. Lucas Moreno Neves has a Bachelor’s Degree in Accounting, and a Master in Business Administration (MBA) from IE Business School in Spain. With more than 15 (fifteen) years of experience in the financial area, focused on public insurance companies, Mr. Neves returns to the Company, after having worked in the Company as Controller and Head of Investor Relations, when he participated in the Initial Public Offering (IPO) process. In the last five (5) years he acted as Chief Financial Officer and Channel Vice President at Alper Consultoria e Corretora de Seguros S.A. |
Our Executive Directors are responsible for the management of our business in general and for its legal representation in all necessary or convenient acts associated with its business, except for the acts that the Law, our Bylaws reserve the competence for the Board of Directors and / or for the General Shareholders Meeting.
Conselho Fiscal
Our Fiscal Council is not currently installed, however, our Bylaws provide for the establishment of a non-permanent Fiscal Council.
The main responsibilities of the Fiscal Council will consist in overseeing the activities of management, reviewing the Company’s financial statements and reporting their findings to stockholders.
The members of the Fiscal Council will be appointed by the Stockholders’ Meeting, with their swearing in conditioned on their signature of the Instrument of Consent of the Fiscal Council Members.
Comitês
| People, Governance, Compensation and Sustainability Committee (ESG) |
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The committee is composed of 4 members, of which: (i) Antônio Cassio dos Santos – Chairman of the Board of Directors; (ii) Cibele Castro – External Member; (iii) Isabella Saboya de Albuquerque – Effective Member of the Board of Directors and (iv) Shakhaf Wine – Effective Member of the Board of Directors and Committee Coordinator. The Committee has as some of its main functions: (i) To advise the Company’s Board of Directors in the exercise of its attributions, relative to the area of human resources, sustainability and governance and (ii) To elaborate, regularly review and improve the human resources and people management policies. |
| Audit Committee |
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The Committee is composed of 3 members, of which: (i) Miguel Ângelo Junger Simas – Effective Member of the Board of Directors; (ii) Décio Martins Westphalen – External Member and Committee Coordinator and (iii) Ruy Reis Vasconcellos Filho – External Member. The Committee has as some of its main functions: (i) To assist the Internal Controls and Risks team in defining the guidelines and methodology for risk management and internal controls, in addition to the metrics for measuring tolerance and appetite to risks, presenting to the Board of Directors its recommendation for approval; (ii) To evaluate the application of the Risk Management Policy, annually, proposing, when necessary, changes, submitting them to the Board of Directors for approval and (iii) To evaluate the Company’s Risk and Control Matrix, presenting its recommendations to the Board of Directors. |
| Risk, Compliance and Related Parties Committee |
| The committee is composed of four members, of which: (i) João Pinheiro Nogueira Batista – Alternate Member of the Board of Directors; (ii) Carlos Alberto de Figueiredo Trindade Filho – Effective member of the Board of Directors; (iii) Flávio Bauer – Effective member of the Board of Directors and (iv) Elicio Lima – Effective member of the Board of Directors and Coordinator of the Committee.
The Committee has as some of its main functions: (i) To supervise the compliance with the Company’s risk management policies and strategies; (ii) To advise the Board of Directors in the monitoring of the adequacy and effectiveness of the Company’s risk management management structure; and (iii) To monitor the risk positions within the Company, as well as relevant changes in relation to the strategies adopted and the strategies adopted and the status of the business continuity plans. |
| Investments, Capital Structure and Dividends Committee |
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The Committee is composed of 4 members, of which: (i) Antônio Cassio dos Santos – Effective Member of the Board of Directors and Committee Coordinator; (ii) Miguel Angêlo Junger Simas – Member of the Board of Directors; (iii) Hélio Fernando Leite Solino – External Member and (iv) Marcos Eduardo Ferreira – External Member. The Committee has as some of its main functions: (i) To analyze the economic and financial scenarios and their impacts on the Company’s activities; (ii) To evaluate the effectiveness of the management of resources and, if necessary, implement corrective actions and (iii) To analyze the operating, financial and equity results. |
Find here, the internal Regulations of the Board of Directors’ Advisory Committees.
*More information can be found in our Reference Form