|Name||Date of Birth||Position||Date of election|
|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 and Fundação Dom Cabral. 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.|
|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).|
|Gilberto Mifano||11/11/1949||Independent Member||04/20/2017|
Mr. Gilberto is graduated in Administration by Escola de Administração de Empresas de São Paulo da Fundação Getúlio Vargas (1972). Currently, Mr. Gilberto acts as an Independent Member and Member of the Audit, Finance and People Committee, besides Member ad hoc of the Corporative Governance of Cielo S.A.; Member of the Board of Pragma Gestão de Patrimônio; Member of the Board, External Consultant of the Audit and Risk Managemment and Finances of Natura S/A. In the last 5 years has acted as Member, Vice-president and President of the Administrative Board of IBGC - Instituto Brasileiro de Governança Corporativa; Independent Member of SEB Educacional S/A; Independent Member of Baterias Moura S/A and Independent Member of of Isolux Infrastructure S/A. Before that, from 1994 to 2009, Mr. Gilberto acted as CEO of BOVESPA - Bolsa de Valores de São Paulo and CBLC - Cia Brasileira de Liquidação e Custódia.
|Henrique Andrade Trinckquel Filho||10/26/1971||Independent Member||04/20/2017|
|Mr. Trinckquel is graduated in Economy by Pontifícia Universidade Católica do Rio de Janeiro (1994), has MBA in Finance and Investment by The George Washington University, Washington , D.C. (1996), has Master degree in Financial Analysis by ABEC/UGF (2005), besides having obtained a certification CFA Charterholder from Chartered Financial Analyst Program (2004). Currently, Mr. Trinckquel acts as Administrative and Financial Director of Fundação Petrobras de Seguridade Social – PETROS. In the last 5 years, Mr. Trinckquel acted as Administrative and Financial Director of Petrobras Biocombustível S.A. (2016), besides acting at Petrobras S.A. at the Financial Planning area, as a Cost of Capital and Rating Agencies Manager.|
|Maria Letícia de Freitas Costa||03/27/1960||Independent Member||04/20/2017|
|Mrs. Letícia is graduated in production electronic engineering by Escola Politécnica da Universidade de São Paulo and has a MBA by Samuel Curtis Johnson School of Management de Cornell University. Currently, she is partner at Prada Assessoria Empresarial and Member of the Board of Localiza S.A., Mapfre and RBS Mídia. She is also Member of the Audit Commmittee of Votorantim Cimentos e Votorantim Metais. In the last 5 years, Mrs. Letícia worked at Insper, between 2010 and 2015. From 2001 to 2010, Mrs. Letícia acted as President of the operations of Booz Allen Hamilton (currently Strategy&). She has also acted as Member of the Board of Sadia, Gafisa, Technip e Marcopolo, besides being Member of Council Committee at Votorantim Industrial and Bematech.|
|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.r.|
|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 Chairman of Itaú Unibanco Holding S.A., 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 and became President in 1997. In April 2004, he was elected executive president of Unibanco, were he acted 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.|
|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. He was also: (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.|
|Laércio José de Lucena Cosentino||08/11/1960||Member||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. Mr. Cosentino is the author of “Dbase II and III”, “Windows”, “Brazil is not Risk, it is Opportunity” and “Genoma Enterprise”. He is currently Member of the Deliberative Council of the Brazilian Association of Information and Communication Technology Companies (Brasscom), independent member of BMFBovespa Board of Directors and President of Endeavor and Mendelics Board of Directors. He is graduated in Electric Engineering by Escola Politécnica de Engenharia da Universidade de São Paulo.|
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.