Unicasa Móveis - Relações com Investidores

Corporate Governance / Management and Board Directors

Board of Directors

Name Title 1st Term Election Date End of Term*
Gelson Luís Rostirolla Chairman 04/28/2016 04/28/2016 Meeting 2018
Alexandre Grendene Bartelle Vice Chairman 02/27/2012 04/28/2016 Meeting 2018
Frank Zietolie Member 02/27/2012 04/28/2016 Meeting 2018
Daniel Ferreira Maia de Freitas Independent Member 11/12/2015 04/28/2016 Meeting 2018
Thiago Costa Jacinto Member 04/26/2017 04/26/2017 Meeting 2018

*Shareholders' annual meeting that will approve the annual report of 12/31/2017.

Our board of directors is a decision-making body composed of five to seven permanent members, who, in accordance with our bylaws, are elected by our shareholders at their General Meeting, and may be deposed by them at any time. The board is composed at least by 20% (twenty percent) of Independent Directors who are elected by minority shareholders in the General Meeting.

According to our bylaws, in addition to the duties set out by applicable law and other provisions of the bylaws, the board of directors is responsible for, among others:

a) Electing and dismissing officers and establishing their duties, including the Investor Relations Officer;

b) Determining the general business of the company and that of any future subsidiary controlled by the company;

c) Approving a business plan for the company and its subsidiaries, if any and any investment or capital expenditure not included in such plan, when applicable;

d) Declaring interim dividends and interest on shareholders' equity, which may be attributed to the  minimum compulsory dividend, based on the profits and reserves determined in the annual, biannual,  quarterly or other financial statements, in compliance with any legal restrictions;

e) Assigning, in addition to the compensation amount established by the general meeting, the monthly  fees of each member of the company's management and committees, if there is any, as provided for  in the bylaws; Monitoring the management of our officers, analyzing, at any time, the minutes, books and records  of the company and its subsidiaries, if any, information on agreements executed, or to be executed,  and any other act;

f) Expressing an opinion on the management report and the accounts presented by the board of executive officers, as well as on the annual and/or intermediate financial statements, and proposing the allocation of net income for each year;

g) Authorizing the company's acquisition of its issued shares held in treasury and/or subsequent disposal;

h) Deciding on the issue of simple debentures, not convertible into shares and unsecured, and of promissory notes for public distribution pursuant to CVM Instruction 134;

i) Appointing and dismissing the company's independent auditors;

j) Authorizing borrowings or financing, the disposal or pledge of assets from the current assets of the  company or any subsidiary; the provision of collateral or personal guarantees of any nature by the  company or any subsidiary, and acts that result in the waiver of rights by the company or any  subsidiary;

k) Establishing the general conditions and authorizing the execution of agreements of any nature  between the company and any subsidiary or affiliated company, their directors, controlling  shareholders, and also between the company and subsidiaries or affiliated companies of the directors  and controlling shareholders, as well as with any other corporation that is part of a single group with  any of these parties, de facto or de jure, reaching, individually or jointly, within one year, an amount  equal to or higher than 5% of the company's capital stock;

l) Expressing an opinion on issues presented by the board of executive officers as resolutions or to be  submitted to a general shareholders' meeting;

m) Defining the shortlist of companies specialized in economic valuations of companies for the preparation of an evaluation report on the company's shares, in the event of public offerings for the  cancellation of the company's listing as publicly held or delisting from the Novo Mercado;

n) Within the limit of the authorized capital and according to the stock option plan previously approved  at the General Meeting, granting the stock option or share subscription to the company's directors or  employees, or to individuals providing services to the company or subsidiaries (if any), with no  preemptive right for company shareholders;

o) Establishing the order of its works and the procedural rules of operations, in compliance with the bylaws; and;

p) Expressing a favorable or unfavorable position regarding any public offering of shares issued by the  company by means of a previous reasoned opinion, disclosed up to 15 days after the publication of  the call notice for the public offering, which needs to address, at least, (i) the convenience and  opportunity of the public offering regarding the interest of all shareholders and in relation to the  liquidity of securities held by them; (ii) the repercussions of the public offering on the company's  interests; (iii) the strategic plans disclosed by the offeror in relation to the company; (iv) other issues  deemed relevant by the board of directors, as well as the information required by the applicable rules established by the CVM;

Board of Executive Officers

Name Title
Frank Zietolie President, Commercial Officer
Kelly Zietolie Vice President
Gustavo Dall Onder Financial Officer and Investor Relations Officer

Our board of executive officers is composed of three to eight members.  Our board of executive officers must consist of—whether shareholders or not—residents of Brazil, elected by our board of directors, deposable at any time.  Among the elected executive officers, there must be one President, one Vice President, one Financial Officer, one Commercial Officer and one Investor Relations Officer, and the others have a designation attributed to them by the board of directors.  Executive officers are allowed to accumulate functions.

The board of executive officers is responsible for the administration of our general business and is allowed to perform all acts necessary or expedient for the business, except for those that by operation of law or our bylaws are exclusively given to the shareholders or our board of directors.

The responsibilities of our individual officers are provided by our bylaws and are as follows:

President: The President is individually responsible for: (i) presiding over the meetings of the board of executive officers; (ii) coordinating the activities of other officers; and (iii) ensuring the execution of the resolutions taken by the General Meeting, the board of directors and the board of executive officers.

Vice PresidentThe Vice President is individually responsible for, among other duties established by the board of directors, replacing the President in his absence, licenses, temporary impediment, renouncement or vacancy.

Financial Officer: The Financial Officer is individually responsible for, among other duties established by the board of directors upon their election: (i) planning, coordinating, organizing, supervising and directing our activities related to transactions of a financial nature; (ii) managing our consolidated accounts (if any); (iii) proposing goals for the performance and results of our various divisions and subsidiaries (if any) and affiliated companies, our budget, monitoring the results of our corporations, subsidiaries (if any) and affiliated companies, preparing the financial statements and the annual management report; (iv) coordinating the evaluation and implementation of investment opportunities and operations, including financing, in the interest of the company and its subsidiaries (if any) and affiliated companies; (v) developing and monitoring the business, operational and investment plans; and (vi) developing and monitoring the organization plan and issuing the corresponding rules. 

Commercial Officer: The Commercial Officer is privately responsible for, among other duties established by the board of directors upon their election: (i) managing our marketing activities; (ii) guiding and structuring commercial offers; (iii) defining and supervising our trading and service policies; (iv) evaluating and proposing development plans for new projects; (v) evaluating and monitoring trading policies and strategies; (vi) evaluating and discussing research and analyses on our company, our assets and the industry; (vii) strengthening our relationship with retailers in each of its ventures and new store owners; (viii) assessing the results obtained, as well as possible scenarios to continuously improve productivity; and (ix) evaluating and monitoring productivity research and new businesses.

Investor Relations Officer: The Investor Relations Officer is responsible for, among other attributions established by the board of directors upon their election, representing the company with regulatory agencies and other institutions operating in the capital markets, providing information to investors, the CVM, stock exchanges and markets in which the company trades its securities, in accordance with the applicable legislation.

Officers with no specific designation will have the responsibilities given to them by the board of directors upon their election, in compliance with our bylaws.

 

Biographical Information

Board of Directors Members

 

Alexandre Grendene Bartelle, Mr. Bartelle holds a bachelor's degree in Law from Universidade de Caxias do Sul, in the State of Rio Grande do Sul, Brazil. In addition, Mr. Bartelle has held the positions of Chairman of the board of directors and President of Grendene S.A. He also is Vice President of Telasul S. A, Vice-Chairman of Vulcabrás Azaléia S.A, Manager of Agropecuária Jacarezinho Ltda.,  Chairman of the board of directors of Da Mata S.A. Sugar and Alcohol, President of Lagoa Clara Agrícola S.A. and Manager of Karina Empreendimentos Imobiliários Ltda.

Frank Zietolie, Mr. Zietolie has a bachelor's degree in Business Administration from Universidade do Vale do Rio dos Sinos (UNISINOS), in the State of Rio Grande do Sul, Brazil. He holds the positions of effective member of our board of directors and President of our board of executive officers. In addition, he occupies the position of President of Telasul S.A., and also holds the position of managing partner at Zietolie Negócios e Participações Ltda. and LIC Negócios Imobiliários Ltda.

Daniel Ferreira Maia de Freitas, 31 years old, graduated in Business Administration from Fundação Getulio Vargas (FGV-SP), and has been a managing partner at the healthy food chain Salad Creations and Boali since June 2014. He is also a Consulting Director at RPS Capital Investiment Fund. Daniel has also worked at Fundo Tarpon Investimentos, where he was the associate responsible for investments in retail and other industries. He joined Tarpon Investimentos S.A. in 2006 as an investment analyst and was later responsible for institucional investor relations. He was later responsible for the IPO of Arezzo&Co, one of the fund´s investees, where he served as Investor Relations and Strategic Planning Officer from 2011 to 2013, in additon to serving as the secretary of the Board of Directors. He began his career in 2005 as a Soft Commodities analyst at Banco BNP Paribas, in Paris (France).

Thiago Costa Jacinto, 32 years old, pursuing a degree in economics at the Fundação Armando Alvares Penteado (FAAP). He has served in the following positions: (i) Intern at LC Contabilidade Ltda; (ii) Intern at SLW Corretora de Valores Ltda; (iii) Junior trader at CM Capital Markets Asset Management Ltda; (iv) Junior trader at Ashmore Brasil Gestora de Recursos Ltda; and (v) Equities Manager at TCJ Investimentos Ltda. He is currently Analyst and Manager – Equities at Alaska Investimentos Ltda. Apart from the companies mentioned above, Mr. Jacinto has not held any other management positions in publicly held companies. He serves on the Audit Boards of the following publicly held companies: Login Logística S/A, Magnesita Refratários S/A, Rumo S/A and Celesc S/A. He also serves as alternate member of the Audit Boards of the following publicly held companies: Randon S/A, Marcopolo S/A, Magazine Luiza S/A and Comgás S/A.

Gelson Luis Rostirolla, has degrees in management and accounting from the Universidade do Oeste Catarinense (UNOESC). He is the chairman of our Board of Directors. He is also Vice CEO of Grendene S.A. He has held the following positions: (i) Administrative and Finance Manager at Letícia Avícola S.A. and (ii) Chief Financial and Investor Relations Officer and Chief Administrative Officer and Controller of Grendene S.A. Mr. Rostirolla neither holds nor has held management positions in publicly held company other the companies mentioned above.

 

Executive Board Members

 

Frank Zietolie, Mr. Zietolie has a bachelor's degree in Business Administration from Universidade do Vale do Rio dos Sinos (UNISINOS), in the State of Rio Grande do Sul, Brazil. He holds the positions of effective member of our board of directors and President of our board of executive officers. In addition, he occupies the position of President of Telasul S.A., and also holds the position of managing partner at Zietolie Negócios e Participações Ltda. and LIC Negócios Imobiliários Ltda.

Kelly Zietolie, Mrs. Zietolie occupies the position of Vice President of our board of executive officers.  In addition, Mrs. Zietolie is a shareholder of Telasul S.A. and shareholder of Zietolie Negócios e Participações Ltda.

Gustavo Dall Onder, Mr. Dall Onder has a bachelor's degree in Production Engineering from the University of Caxias do Sul and a postgraduate degree in Business Management from the CEEM-FGV in Caxias do Sul. He joined the company in 2012 and has served as Executive Manager of Finance and IR since 2014, Promoted to CFO and IR Officer in 2016.


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