Board of Directors

Restoque’s board of directors is the decision-making body responsible for, among other things, determining, implementing and monitoring their general business guidelines, including their long-term strategy. Their board of directors is also responsible for appointing and supervising the activities of their executive officers.

Under Brazilian Corporate Law, the board of directors is also responsible for contracting independent auditors.

Restoque’s board of directors meets four times a year, and every time its chairman or the majority of its members calls a meeting. The decisions of their board of directors are taken by affirmative vote of the majority of its members present at the meetings.

According to their bylaws, their board of directors must be composed of at least five and up to twelve members. Each board member must hold at least one of their common shares. The members of their board of directors are elected at annual shareholders’ meetings for a one-year term, and are eligible for reelection. Members of their board of directors are subject to removal at any time at their annual shareholders’ meeting. According to their bylaws, at least 20.0% of the members of their board of directors must be independent. In addition, all new members of their board of directors must execute a management compliance statement as a requirement for serving on their board.

Under Brazilian Corporate Law, the members of the board of directors are restricted from voting at shareholders’ meetings or participating in any transaction or business in which that member has a conflict of interest with the Company.

Current members of their board of directors were elected at a shareholders’ meeting held on October 21, 2016 for two years term, extendable until the annual shareholders’ meeting that will approve the financial statements for the year ending December 31, 2016, or the 2016 shareholders’ meeting.

The following table sets forth the current members of their board of directors, their ages, positions and date of election:

Members of the Board of Directors Position
Marcelo Faria de Lima Chairman
Márcio da Rocha Camargo Vice-Chairman
Alexandre Sampaio Fialho Independent Member
Piero Paolo Picchioni Minardi Member
Patrice Philippe Nogueira Baptista Etlin Member
Adilson Serrano da Silva Independent Member
Patrícia de Moraes Independent Member

Marcelo Faria de Lima. Brazilian, married, Mr. Lima earned a degree in Economics from the Pontifical Catholic University of Rio de Janeiro (PUC/RJ) in 1985, University in which he acted as Macroeconomics professor between 1988 and 1989. Mr. Lima worked in the financial market for 12 years, in banks such as Donaldson, Lufkin, & Jenrette (1998 to 2000), where he was executive officer, serving especially in the area of M&A; Banco Garantia, which was acquired by Credit Suisse in 1998 (1996 to 1998), serving in the areas of M&A and capital markets; and ABN Amro Bank (1989 to 1996), where he held the positions of Chief Economist and Investment Fund Manager, having also served in the Corporate Finance and Project Finance areas at ABN Amro Bank North America, Inc. in Chicago. He was co-founder and CEO of AreaUtil.com (2000), an Internet verticalized portal specialized in the real estate market, which was sold to Homestore USA. He was shareholder and member of the Board of Directors of Neovia Telecomunicações S.A. and Abyara Planejamento Imobiliário S.A. He is currently shareholder and member of the Board of Directors of the Company, Produquímica Indústria e Comércio S.A. and Metalfrio Solutions S.A. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Márcio da Rocha Camargo. Mr. Camargo is business administrator and earned a degree from Getúlio Vargas Foundation (FGV) in July 1993. He worked as an executive officer at Banco Garantia (further, CSFB/Garantia) for seven years, since 1994. In 2001, he founded Neovia Telecomunicações S.A., where he held the position of Chief Executive Officer until April 2005. He was Vice-Chairman of the Board of Directors of Abyara Planejamento Imobiliário S.A. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity..

Alexandre Sampaio Fialho. Mr. Fialho has been a founding partner of the consulting company Filosofia Organizacional since 2015. He worked as the CEO of Latin America Korn/Ferry International – LTC between 2010 and 2015. Mr. Fialho has an Executive MBA from FGV/Ohio University (Dec. 1999), a Bachelor’s degree in Management from UGF (Dec. 1997) and a Bachelor’s degree in Philosophy from UNISUL (Dec. 2010), and completed the Advanced Management Program (PGA) of FDC/INSEAD (Dec. 2007). He was also an Executive Officer of the Hay Group and the Head of its BEO practice (2009 – 2010), Executive Officer and Associate Dean of FDC – Dom Cabral Foundation (2006 – 2009) and CEO of the Vera Cruz Group (1999 – 2004). He taught Competitive Strategy and Mergers and Acquisitions at IBMEC and FDC between 1999 and 2009. He has also held a Master’s degree in Philosophy from São Bento – USP since 2014. Mr. Fialho is an independent member of the Board of Directors. In the past five years, there has been no criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Piero Paolo Picchioni Minardi. Piero Minardi is based in São Paulo and joined Warburg Pincus in 2014. Previously, Mr. Minardi was a Partner in the Private Equity Group at Gavea Investimentos, a private investment company, from 2006 to 2014. Prior to that, he was Head of Private Equity, South America Southern Cone at Darby Overseas Investments, Principal of Private Equity at Baring Private Equity Partners and AIG Capital Partners, and Director of Mergers & Acquisitions at Bunge International/Santista Alimentos. Mr. Minardi has also held senior positions at Banco Pactual, McKinsey & Company and Accenture. He served as Board Director in fifteen Boards of public and private companies. Mr. Minardi is a Board Member of EMPEA (Emerging Markets Private Equity Association) since 2012. He holds a B.S. in mining engineering from Escola Politécnica USP, São Paulo, and an MBA from INSEAD, Fontainebleau, France.

Patrice Philippe Nogueira Baptista Etlin. Mr. Patrice Etlin has a degree in Electronic Engineering from the University of São Paulo, an MBA from INSEAD and a Master’s Degree in Industrial Engineering from École Centrale Paris. Patrice Etlin joined Advent in 1997 in São Paulo and began the operations of the company in Brazil. From 1994 to 1997, he was a founding partner of International Venture Partners in São Paulo, responsible for managing an investment fund focused in media and in telecommunications. Previously, Patrice worked at the Matra Marconi Space for five years, initially as a systems engineer in a project to develop a European satellite for military observation. In 1990, he was promoted to general representative for Brazil, responsible for the implementation of a private system of telecommunications by satellite to provide services to Mercosur countries. Patrice is the Chairman of the Board of Latin American Private Equity & Venture Capital Association (LAVCA). Patrice is currently a member of the Board of Directors of Allied S.A., Lojas Quero-Quero, Paranaguá‘s Container Terminal (Terminal de Contêineres de Paranaguá – TCP). In the past, he worked as member of the board of director of Grupo Atmosfera, Atrium Telecomunicações, CSU Cardsystem, International Meal Company (IMC) e Kroton Educacional.

Adilson Serrano Silva. With a degree in business administration, he worked as an executive in several companies, occupying several management positions at BRF – Sadia, from 1981 to 2006. In the last 10 years, he occupied the position of executive officer of human resources and management. Later, he worked providing advisory services for the segments of management and strategy, occupying the position of advisor in companies specialized in the area, up until 2008. More recently, he has worked as an independent advisor for companies of different sizes and business, in projects focused on strategy, organizational culture, management and human resources. In the advisory projects, his activities have been centered on establishing the means to drive the deployment and monitoring of the strategy within the management. The approach has been to translate and preserve the strategy by redirecting the management‘s culture and model connected to an advanced meritocracy. He was a member of the Board of Directors of Total Alimentos – Pet Food – from 2009 to 2014. In this experience, he worked in the structuring of the board, the choice of board members, the establishment of the board‘s rules, goals, operational guidelines and relationship with the management.

Patricia de Moraes. Ms. Patrícia de Moraes has over 20 years of experience in investment banking; she most recently served as head of Investment and Corporate Banking at J.P. Morgan in Brazil.
Ms. Moraes joined JP Morgan’s Mergers and Acquisitions team in 1995 in New York and moved to São Paulo in 1998. She was promoted to head of Investment Banking in 2009 and became head of Corporate Banking in 2014. Her career has focused on planning and executing acquisitions, divestitures, partnerships, debt and equity issues, derivatives, loans, cash management and currency exchange for local and multinational clients.
Ms. Moraes is a member of the “Mulheres do Brasil” (Women of Brazil) group and was twice nominated one of the top 10 executive women in Brazil by the newspaper Valor Econômico. She is also on the Board of the Program for Finance Studies at Columbia Business School. Ms. Moraes has an MBA from the Columbia Business School in New York, and a degree in Economics from the Pontifical Catholic University of Rio de Janeiro, Brazil.
In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management from practicing any professional or commercial activity.

Board of Executive Officers

Restoque’s executive officers are their legal representatives and are mainly responsible for managing their day-to-day operations and implementing the general policies and guidelines set forth by their board of directors.

Brazilian Corporate Law provides that executive officers must reside in Brazil but do not need to be shareholders of the company. In addition, up to one-third of the members of their board of directors may also serve as their executive officers.

The members of their board of executive officers are elected by the board of directors for a three-year term, and may be reelected for subsequent terms. Any officer may be removed by the board of directors before the expiration of his/her term.

Pursuant to their bylaws, their board of executive officers shall be composed of at least three and up to twelve members, including a chief executive officer, a chief financial officer, an investor relations officer, a design officer, a commercial officer, an operating officer and a retail officer. According to their bylaws, the position of investor relations officer may be performed cumulatively with any other position in the board of executive officers, as determined by the board of directors. Under the Novo Mercado rules, all members of their board of executive officers must execute a management compliance statement as a requirement for serving on the board of executive officers.

Name Position
Livinston Martins Bauermeister Chief Executive Officer
Fernando Pedroso dos Santos Chief Financial Officer
Rafael de Camargo Investor Relations and Retail Officer
Jean Michel Passos Financial Planning Officer
Alissa Exel Nunes Prince Lemos Research and Products Development Officer
Renata Caldeira Viacava Store Supervision Officer
Andrea Corbioli Human Resources Officer

Livinston M. Bauermeister. Mr. Bauermeister is the Company’s Chief Executive Officer, having also been a member of the Board of Directors (2008-2014) and Chief Executive Officer (2014-2015). He is a member of the Board of Directors of Metalfrio Solutions S.A., having also held this position between 2010 and 2014. He was Vice-Chairman of the Board of Directors of Produquímica Indústria e Comércio S.A. (2015-2016). He was with Barbosa, Müssnich & Aragão for almost eight years, having also worked at PwC and Somma Consultoria. He is a lawyer with an MBA from Fundação Getulio Vargas, a master’s degree from the Pontifical Catholic University of São Paulo and the OPM – Owner/President Management graduate degree from the Harvard Business School of Harvard University. He is a securities portfolio manager authorized by the Brazilian Securities and Exchange Commission and ANBIMA. He has more than 20 years of professional experience, mainly in the retail, industry, investment, M&A, corporate restructuring and corporate governance areas. Over the last five years, there have been no criminal convictions, convictions in CVM administrative proceedings and/or any convictions that have suspended or disqualified any member of the Company’s Management from practicing any professional or commercial activity.

Fernando Pedroso dos Santos. Mr. Santos holds a degree in Accounting from the São Judas University (1988). He worked at Arthur Andersen/Coopers & Lybrand for 10 years, having reached the position of Senior Manager. Subsequently, he served as Controller of Atento Brasil S.A. (a Telefonica Group company) until June 2004. He joined Metalfrio Solutions S.A. in June 2004 as Chief Financial Officer, position in which he remained until March 2006, when he became Chief Operating Officer at Abyara Planejamento Imobiliário S.A. he returned to Metalfrio Solutions S.A. in May 2009 as Chief Financial Officer. In March 2012, he joined Restoque as Finance Officer. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Rafael Camargo. Mr. Camargo holds a bachelor’s degree in Production Engineering from the Polytechnic School of the University of São Paulo in 2009 and from Politecno di Milano College. He joined Artesia Gestão de Recursos in July 2009, where he worked as private equity analyst. He has been at the Company since November 2011. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Jean Michel Passos. Mr. Jean Michel Passos holds a degree in Accounting from the Instituto Presbiteriano Mackenzie and an MBA in Global Management from the Fundação Getúlio Vargas (FGV). Mr. Passos has over 23 years of professional experience in the finance field, having held positions as supervisor in multinational auditing firms including Arthur Andersen e Coopers & Lybrand, and as controller and finance director in large and medium national and multinational corporations such Apsen (pharmaceutical), Outback (food), Estapar (parking), Metalfrio (commercial refrigeration plug-in) and Giraffas (food). Mr. Passos declares, for all legal purposes that, in the past 5 years, he has not been criminally convicted, or received any other conviction in a CVM administrative proceeding, nor has he been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities. He also declares that he is not considered, under the applicable legislation, as a politically exposed person.

Alissa Exel Nunces Prince Lemos. Mrs. Lemos holds a bachelor’s degree in Business Administration from Getúlio Vargas Foundation. She has 11 years of experience in finance, having served for 8 years as manager and analyst of variable income assets, with a focus on companies operating in the retail and shopping malls segment. She worked at GP, Banco Citibank, Gávea, Mauá, FAMA Investimentos and Cia. Hering. She served as member of the Fiscal Council of General Shopping (April/2010 to April/2011) and Grazziotin (April/2010 to April /2013). She joined Restoque in February 2014. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Renata Caldeira Viacava. Mrs. Viacava holds a bachelor’s degree in Economics from FAAP. She joined the Company in 1998, serving the area of planning, control and logistics, where she helped implement the Mostoles and Linx systems, and later became Supervisor of the Financial Department. In 2006, she left the Company to co-found the Bo.Bô brand. In 2008, with the acquisition of Bo.Bô by Restoque, she returned to the Company as Commercial Manager. Before joining Restoque, she served as Trader at Cutrale Quintella and Auditor at Trevisan e Associados Auditores Independentes. In the past five years, there wasn’t any criminal conviction, any conviction in a CVM administrative procedure, or any final and unappealable conviction which has either suspended or prohibited any member of the Company’s Management to practice any professional or commercial activity.

Andrea Corbioli. Mrs. Andrea Corbioli holds a degree in Psychology and a post-graduate degree in Business Administration with emphasis in Marketing from the Escola Superior de Propaganda e Marketing (ESPM) and Fundação Getúlio Vargas (FGV). Mrs. Corbioli has over 25 years of professional experience in the human resources field, having worked in several multinationals such as: General Motors (automotive), Johnson & Johnson (consumer goods, pharmaceutical and medical products) and Avon Cosmetics (consumer goods). Mrs. Corbioli declares, for all legal purposes that, in the past 5 years, she has not been criminally convicted, or received any other conviction in a CVM administrative proceeding, nor has she been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities. She also declares that she is not considered, under the applicable legislation, as a politically exposed person.

Fiscal Committee

Under Brazilian Corporate Law, the fiscal committee is a corporate body independent from their board of directors and their independent auditors. The main responsibility of the fiscal committee is to review the management’s activities and the Company’s financial statements and to report its findings to the shareholders.

Restoque fiscal committee is not a permanent body, but may be installed in any fiscal year upon the request of the shareholders, as described below. Currently, Restoque does not have a fiscal committee installed. Whenever installed, the fiscal committee must be composed of at least three members and up to five members and equal number of alternates. Each member of the fiscal committee must be a Brazilian resident, hold a bachelor’s degree, or must have held, for at least three years, the position of business manager or member of a fiscal committee. Under their bylaws, the members of the fiscal committee must sign, before taking office, an agreement in accordance with the Novo Mercado rules.

Under Brazilian Corporate Law, if the fiscal committee is not permanent, it can be established at the annual shareholders’ meeting upon the request of the shareholders holding at least 10.0% of their common shares, and its members shall remain in office until the first annual shareholders’ meeting of the year following their election. This percentage rate may be reduced to up to 2.0% of the voting capital depending on their capital, as provided for by CVM Instruction No. 324, of January 19, 2000. In addition, minority shareholders holding at least 10.0% of their common shares have the right to separately elect one member of the fiscal committee and his alternate, whereas the other shareholders may elect one more member than the total number of members elected by the minority shareholders.

The fiscal committee must not have as members persons who are members of their board of directors, members of their board of executive officers, employees of any company controlled by them or any company from their group, or spouses or relatives up to the third-degree of any member of their board of directors or board of executive officers. Also under Brazilian Corporate Law, the members of the fiscal committee shall receive as compensation at least 10.0% of the average annual amount paid to their executive officers, not including benefits and any participation they may have in their profits.