TOTVS

Investor Relations

Board of Directors

 

Members

Name Date of Birth Position Date of election
Laércio José de Lucena Cosentino 08/11/1960 Chief Executive Officer  04/26/2016
In the last 5 years, Mr. Cosentino acted as the TOTVS Chairman and TOTVS CEO. Previously, he was director of SIGA, between 1978 and 1983, and founded the TOTVS in 1983, acting as partner manager. Mr. Cosentino is the author of “Dbase II and III”, “Windows”, “Brazil is not Risk, it is Opportunity” and “Genoma Enterprise” and is currently an independent member of BMFBovespa Board of Directors and President of Endeavor Board of Directors. He is graduated in Electric Engineering by Escola Politécnica de Engenharia da Universidade de São Paulo.
Germán Pasquale Quiroga Vilardo 10/25/1967 Vice- Chairman and Independent Member 04/26/2016
In the last 5 years, Mr. Quiroga acted as CEO of Nova Pontocom, member of the Board of Directors of Sequóia Desenvolvimento Imobiliário S.A., E-Plataforma and E-Hub. He also acted as CIO and CMO at Cyrela Brazil, founded Pontofrio.com (now Globex Utilidades S.A.), where he acted as CEO and member of the board of directors between 2008 and 2011. Mr. Quiroga founded TV1.com, where he was CEO from 1994 to 1999, founded Americanas.com, where he served as CIO and CMO from 1999 to 2004. He is graduated in electronic engineering from IME - Instituto Militar de Engenharia (1991) and is master in digital system from Escola Politécnica da Universidade de São Paulo (1994).
Pedro Luiz Barreiros Passos 06/26/1951 Chairman and Independent Member 04/26/2016
In the last 5 years, Mr. Passos acted as Chairman of the Trustee Council of IEDI (Instituto de Estudos para o Desenvolvimento Industrial), Vice-President of the Trustee Council of FNQ (Fundação Nacional da Qualidade) and acted as member of the Board of of IPT (Instituto de Pesquisas Tecnológicas), Fundação SOS Mata Atlântica, Instituto Empreender Endeavor, Fundação Dom Cabral and at TOTVS S/A. He has a long career in Natura, a cosmetic company that he joined in 1983 as a general manager of one of the companies of the group. Mr. Passos holds a B.A. in Production Engineering by Escola Politécnica de Engenharia da Universidade de São Paulo and in Business Administration by Fundação Getúlio Vargas.
Pedro Moreira Salles 10/20/1959 Independent Member 04/26/2016
In the last 5 years, Mr. Salles acted as vice president of Itaú Unibanco Holding  and currently he is the Board President of Itaú Unibanco Holding S.A., general director of Brasil Warrant S.A., a holding of Grupo Moreira Salles, and president of Cabuhy Investimentos. He began working at Unibanco in 1988 as a member of the Board of Directors and became President in 1997. In April 2004, he was elected Unibanco CEO, serving until 2008. Mr. Salles holds a B.A. magna cum laude in economy and history by University of California. He took the Master program in International Relations from Yale University, USA, and Owners & Presidents Management Program at Harvard University.
Sérgio Foldes Guimarães 08/20/1970 Independent Member 04/26/2016
In the last 5 years, Mr. Guimarães acted as Superintendent of the BNDES International area, where he joined by public tender in 1993. He acted in several activities in the industrial, financial and capital market areas at BNDES. He holds a B.A. in Computers by URFJ (1992) and a Master Degree in Business Administration - Major in Finance - by PUC RIO (2001). He also concluded the IMPM - International Masters in Practicing Management from McGill University in 2013.
Maria Helena dos Santos Fernandes de Santana 06/23/1959 Independent Member 04/26/2016
Mrs. Maria Helena dos Santos Fernandes de Santana holds a degree in economics by the Universidade de São Paulo – USP (1990). She is currently Board member and President of the Corporate Governance Committee the Companhia Brasileira de Distribuição (CBD), and member of Audit Committee of Itau Holding S.A. She is trustee of the IFRS Foundation since 2013. She was a Board member in CPFL Energia S.A, between 2013 and 2015. She was President of the Brazilian Securities Commission from 2007 to 2012, having acted as director at the same institution from 2006 to 2007 (CVM). Mrs.Santana also was president of the Executive Committee of the International Organization of Securities Commissions – IOSCO, between 2011 and 2012. From 1994 to 2006, served as Superintendent of Corporate Relations and Special Projects Manager at São Paulo Stock Exchange.
Danilo Ferreira da Silva 09/22/1982 Independent Member 04/26/2016
In the last 5 years, Mr. Guimarães acted as Superintendent of the BNDES International area, where he joined by public tender in 1993. He acted in several activities in the industrial, financial and capital market areas at BNDES. He holds a B.A. in Computers by URFJ (1992) and a Master Degree in Business Administration - Major in Finance - by PUC RIO (2001). He also concluded the IMPM - International Masters in Practicing Management from McGill University in 2013.
Wolney Edirley Gonçalves Betiol 01/28/1965 Independent Member 04/26/2016
Mr. Wolney Edirley Gonçalves Betiol was the co-founder and member of the Board of Directors of Bematech S.A. since 1991. Graduated in Electrical Industrial Engineering, Masters in Industrial Computing by Universidade Tecnológica Federal do Paraná, MBA at Fundação Getúlio Vargas and specialization in management at IMD and Wharton Business School. He was awarded the commendation of the Ordem Nacional do Mérito Científico by the Science and Technology Ministry and the Knowledge Medal by the Industry, Development and Foreign Trade Ministry. Was: (i) President of Afrac – Associação Brasileira dos Fabricantes e Revendedores de Equipamentos de Automação Comercial; (ii) President of Sindicato das Indústrias Eletro-Eletrônicas e Similares do Estado do Paraná; (iii) Executive Officer of Abinee – Associação Brasileira da Indústria Eletro-Eletrônica; (iv) Executive Officer of ANPEI – Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras; (v) Vice-President of FIEP- Federação das Indústrias do Paraná; (vi) Director of Lactec – Instituto de Tecnologia para o Desenvolvimento; and (vii) member of Contec - Conselho Superior de Tecnologia e Competitividade da FIESP – Federação das Indústrias de São Paulo.
Mauro Gentile Rodrigues da Cunha 11/06/1971 Independent Member 04/26/2016
Mr. Mauro Gentile Rodrigues da Cunha is President of AMEC – Associação dos Investidores no Mercado de Capitais since April, 2012. Before that, he was manager of Opus Investimentos Ltda. in Rio de Janeiro between October 2010 to March 2012. In São Paulo, he was president of Instituto Brasileiro de Governança Corporativa – IBGC between May, 2008 and April, 2010 and counselor between May, 2003 and April, 2008, representing IBGC in Brazil and abroad. He was senior partner and Chief Investments Officer of Equities in Mauá Investimentos Ltda. between July, 2007 to September 2010 and Chief Investments Officer of Equities in Franklin Templeton Investimentos (Brasil) Ltda. between March, 2006 and July, 2007. He was also Chief Investments Officer in Bradesco Templeton Asset Management between August, 2001 and March, 2006. Mr. Mauro Gentile da Cunha worked also for Investidor Profissional, Morgan Stanley Asset Management, Deutsche Morgan Grenfell, Bank of America and Banco Pactual. Currently, he is member of the Board of Directors of Usiminas, Par Corretora and CESP. Additionally, he has already been member of the Board of Directors of Petrobras, BR Distribuidora and Trisul. He is a Chartered Financial Analyst – CFA since 1997. He has a MBA by the Business School of the University of Chicago (1998) and Bachelor in Economics by the Pontifícia Universidade Católica do Rio de Janeiro – PUC-Rio (1992). Finally, Mr. Mauro is also a professor in Corporate Governance and consultor.

 

The Board of Directors is the TOTVS’ decision-making body responsible for determining and monitoring the implementation of the Company‘s business policies and its long-term strategy. It is also responsible for appointing and supervising the Executive Officers of TOTVS. Under Brazilian corporate law, the Board of Directors is also responsible for hiring external independent auditors.

According to the Bylaws of TOTVS, the Board of Directors must have at least five and at most nine members. Board members are elected at shareholders’ meetings for a unified term of 2 years, being a year the period between two annual shareholders’ meetings. Board members may be reelected or removed at any time by shareholders at shareholders’ meeting. According to Novo Mercado regulations, at least 20% of the Board must be independent directors. According to Novo Mercado, executive officers must sign the Management Agreement pursuant to Novo Mercado Regulations.

Brazilian corporate law also prohibits Board members from voting in any shareholders’ meetings or participating in any operation or business in which there is a conflict of interest with TOTVS.

 

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