Corporate Governance

Management and Directors

Board of Directors

Name	Title	1st Term	Election Date	End of Term*
Gelson Luís Rostirolla	Chairman	04/28/2016	04/29/2024	Meeting 2025
Alexandre Grendene Bartelle	Vice Chairman	02/27/2012	04/29/2024	Meeting 2025
Renata Vendruscolo Zietolie	Director	04/28/2023	04/29/2024	Meeting 2025
Gustavo Dall Onder	Director	05/09/2019	04/29/2024	Meeting 2025
Rodrigo Silva Marvão	Independent Director	07/29/2020	04/29/2024	Meeting 2025
Giuliano Silvio Dedini Zorgniotti	Independent Director	07/29/2020	04/29/2024	Meeting 2025

*Shareholders' annual meeting that will approve the annual report of 12/31/2023.

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

Title	Name	1st Term	Election Date	End of Term*
President	Gustavo Dall Onder	08/11/2016	03/14/2024	Meeting 2027
vice President	Vago			Meeting 2027
Financial Officer and Investor Relations Officer	Guilherme Possebon de Oliveira	03/10/2022	03/14/2024	Meeting 2027
Commercial Officer	Alexandre Narvaes Figueira	04/16/2021	03/14/2024	Meeting 2027
Manufacturing Officer	Luciano André Merigo	04/16/2021	03/14/2024	Meeting 2027

 

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 Born on January 23, 1950, 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. In addition, Mr. Alexandre holds the following positions in holding companies, among which the following stand out: (a) AGP Negócios e Participações S.A., where he holds the position of Chief Executive Officer since 07.24.2009; (b) Nova Trento Negócios e Participações Ltda., where he holds the position of director since 07.28.1989; (c) Nova Vicenza Negócios e Participações S.A., where he holds the position of Chief Executive Officer since 07.24.2009; (d) Veneza Negócios e Participações S.A., where he holds the position of Chief Executive Officer since 03.19.2010; (e) Grendene Negócios S.A., where he holds the position of Chief Executive Officer since 04.29.2010; and (f) Alexandre G. B. Participações S.A., where he holds the position of Chief Executive Officer since 04.30.2010.

Renata Vendruscolo Zietolie  Born on January 24, 1978, graduated in psychology from the Lutheran University of Brazil (ULBRA) in 2005. She has professional experience, especially in business management, working in real estate transactions. She is currently a managing partner of the companies Z Laica Negócios Imobiliários Ltda, LIC Negócios Imobiliários Ltda. and acts as Administrative and Financial Director of Ipê Negócios Imobiliários S/A.

Gelson Luis Rostirolla Born on February 14, 1953, 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.

Giuliano Silvio dedini Zorgniotti Born on November 6, 1991, Asset Management Officer at 4UM Investimentos, an independent asset management in Curitiba that focuses on small caps and dividend strategies, to which he has been dedicated since 2014, initially as an analyst and later as a manager. Previously, he was an auditor at Deloitte between 2011 and 2014. Graduated in Economics from UFPR and with Master’s in Economics and Finance from EESP/FGV. He holds the CGA Anbima and CFA certifications by the CFA Institute. He is a member of the CNSeg’s Investment Committee.

Rodrigo Marvão Born on February 8, 1990, is part of the Opportunity’s Private Equity team, which he joined in 2017. He graduated in economics from the Pontifícia Universidade Católica - PUC-Rio and has a postgraduate degree in business law from Fundação Getúlio Vargas. In addition to being part of the Opportunity’s Private Equity team, he is a member of the board of directors of Santos Brasil and a member of the strategy and innovation committee of CVC corp. Previously, he was a partner at Módulo Capital and worked at Icatu Vanguarda, where he participated in the investment team.

 

Executive Board Members

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.

Alexandre Narvaes Figueira Born on August 30, 1981, holds a degree in Business Administration from ULBRA-RS and a graduate degree in Strategic People Management from FGV. He has completed programs on People Management at Pactive Consultoria, Project Management - Fundamentals Training from Global PMO, and Leadership Academy from People Manager 101.In his career, he has worked as sales supervisor and manager at Ortobom Colchões, regional sales manager for the Dell Anno brands, national sales manager for both Dell Anno and Casa Brasileira brands, and is currently Commercial Officer of Unicasa Indústria de Móveis S/A.

Luciano André Merigo Born on March 14, 1975, holds a degree in Mechanical Engineering from PUC-RS and graduate degrees in Business Management from UFRGS, and in Strategic and Economic Business Management from FGV. He has completed the following programs: (i) Strategic Alliances for Innovation and Internationalization Program – INSEAD / IEL; (ii) Transformational Leadership – Fundação Dom Cabral; (iii) Advanced Management Program (APG) – Amana Key; (iv) Program for the Development of Innovative Leaders (PDLI Program)– Cenex. In his career, he has held the following positions: (i) administrative assistant at Lumifluor S/A; (ii) Engineering intern at Habitaul S/A; (iii) Engineering intern; (iv) Mid-Level Product Engineer ; (v) Senior Product Engineer; (vi) Resident Product Engineer; (vii) Quality Management Manager; (viii) Production Manager; (ix) Production Planning and Development Manager; (x) Chief Industrial Officer; (xi) Chief Operating Officer (Bylaws) at DHB Componentes Automotivos S/A. He is currently Chief Manufacturing Officer of Unicasa Indústria de Móveis S/A.

Guilherme Possebon de Oliveira Born on September 28, 1985, he has degrees in business administration from the Franciscan University of Santa Maria and in accounting from the Pontifical Catholic University of Rio Grande do Sul, and an MBA from the Federal University of Rio Grande do Sul. He began his career in the field of audit at Deloitte in Porto Alegre and then worked as Coordinator of Management Information at Philip Morris in Santa Cruz do Sul, before joining Unicasa. He joined the Company in 2012 in the Accounting department, before moving to Investor Relations in 2013 and later taking charge as Manager - Controllership and Investor Relations in 2016.