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|
|Joaquim Saldanha e Souza||Alternate Member|
|Luciana Cezar Coelho||Alternate Member|
|Leandro Luiz Zancan||Alternate Member|
|Luiz Eduardo Moreira Caio||Alternate Member|
Marcelo Faria de Lima. Mr. Lima is the Chairman of the Company’s Board of Directors. He is also the Chairman of Metalfrio Solutions S.A’s Board of Directors (6+ years) and a Member of Sonae SGPS’s Board of Directors (Portugal) (3+ years). In the USA, he was a Member of Banco C1 Financial’s Board of Directors (7+ years). He was the Chairman of Alper Consultoria e Corretora de Seguros S.A’s Board of Directors (2+ years). Graduated in Economics at the Pontifical Catholic University of the State of Rio de Janeiro (PUC/RJ), where he acted as Macroeconomics professor (2+ years).
Márcio da Rocha Camargo. Mr. Camargo is the Vice-Chairman of the Company’s Board of Directors. He was the Vice-Chairman of Abyara Planejamento Imobiliário S.A’s Board of Directors (1+ year) and a Member of Metalfrio Solutions S.A’s Board of Directors. He founded Neovia Telecomunicações S.A., where he held the position of Chief Executive Office (4+ years). He was a Director of Banco Garantia (later, the a Director of CSFB/Garantia) (7+ years). Graduated in Business Administration at Fundação Getulio Vargas (FGV).
Joaquim Saldanha e Souza. Mr. Joaquim Saldanha e Souza has over 20 years of international experience as investor and senior executive in telecommunications, capital market, investment banks and non-executive administrator in several financial institutions. He was a Senior Executive at Portugal Telecom Group in Brazil, the M&A and Business Developer Director at Telesp Celular/Vivo and the CFO at Primesys (5+ years). In London, he was an Associate of Dynamo Capital (3+ years). He was also the Co-Founder and Manager of a Hedge Fund focused on emerging markets (2+ years). In Portugal, he was the Executive Administrator and the CEO at Caixa and – Investment Bank (8+ years). He was a Member of the Boards of Directors of several financial institutions associated to the CGD Group: Banco Caixa Geral Brazil, CGD Securities CVC, BNI (Mozambique), BISTP (Saint Thomas and Prince) and CIFI (Panama). Currently, although he is disconnected from the CDG Group since the beginning of 2020, he maintains his non-executive position at CIFI, an entity specialized in Project Financing in Latin America. He has an MBA in Business from the University of Virginia’s Darden School of Business and Graduated in Economics and Finance at the Nova School of Business and Economics.
Luciana Cezar Coelho. Mrs. Luciana Cezar Coelho is the Founding and Managing Partner of STS GAEA Capital (7+ years). She has large experience in mergers and acquisitions, corporate restructuring, debt and equity capital markets, corporate financial restructuring and private equity investment. She is a Member of the Board of Directors and of the Audit & Risk Committee of Energisa S.A. (2+ years). She is also a Member of Harvard University Global Advisory’s Board of Directors (2+ years), among other entities. She was a Member of Norte Energia S.A. – Usina Belo Monte’s Board of Directors (2+ years). She was one of the founding partners of STK Capital (7+ years) and VirtusBr Partners (4+ years). She was responsible for the Commercial area covering clients in the industrial segment at Banco Santander and Banco ABN Amro’s Director (5+ years). She was the Investment Banking Vice-President at Merrill Lynch in SP and the Mergers & Acquisitions Vice-President at Merrill Lynch in NY (4+ years). She was an Associate in the Merger and Acquisitions Group of Lehman Brothers in NY (2+ years). She taught Finance and Game Theory courses at Harvard University, Harvard Summer School and the Pontifical Catholic University of the State of Rio de Janeiro (PUC-RJ). She has a Master’s Degree and Ph.D in Economics from PUC/RJ and Graduated in Economics at UFRJ.
Leandro Luiz Zancan. Mr. Leandro Luiz Zancan is an Associate at Zancan, Almeida e Silva Advogados (10+ years). He was an Associate lawyer at Barbosa, Müssnich & Aragão Advogado, Coopers & Lybrand Auditores e Consultores and Zancan & Neves Advogados (12+ years). He is the co-author of “Fusões e Aquisições: Aspectos Jurídicos e Econômicos” (Editora IOB), “Project Finance 2009 Getting the Deal Through: Doing Business in Brazil” and “Journal of International Banking Law and Regulation – Volume 19 – Issue Receivable and Private Equity Funds New Regulation in Brazil”. He studied Advanced Management Program (APM 161) at Harvard Business School. He has a Post-graduate diploma in Capital Market from Fundação Getulio Vargas (FGV) and Graduated in Law at Candido Mendes University (RJ) and Accounting from PUC/RJ.
Luiz Eduardo Moreira Caio. Mr. Luiz Caio is a Management Consultant for companies and non-profit entities. He also manages his own investments through Sonoma Ventures Ltda., which he founded and includes him as CEO (6+ years). He entered Metalfrio Solutions S.A.’s Engineering department, later becoming its Industrial Director. He was also at BSH Eletrodomésticos’ Operations Vice-Chairman (6+ years) and Latin America General Director (2+ years). He led the spin-off of the Commercial Refrigeration business at BSH (Metalfrio’s holding at that time), which resulted in the incorporation of Metalfrio, of which he was the CEO (11+ years). During this period, Metalfrio raised funds through its IPO in 2007 and implemented an aggressive globalization project, becoming one of the world’s three largest companies in the industry. He graduated in Industrial Engineering at the Industrial Engineering School – FEI.
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.
|Livinston Martins Bauermeister||Chief Executive Officer|
|Fernando Pedroso dos Santos||Chief Financial Officer|
|Jean Michel Passos||Investor Relations, Financial Planning and Human Resources Officer|
|Renata Caldeira Viacava||Store Supervision Officer|
|Rogério Okada||Supply and Logistics Officer|
|Constantino Borssato||Wholesale and Franchise 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 is the Chief Financial Officer of the company. He was Financial Director at Metalfrio Solutions S.A. (5+ years in two different periods). He was also Operations Director at Abyara Planejamento Imobiliário S.A. (3+ years), Controller at Atento Brasil S.A. (1+ year) and he worked at Arthur Andersen/Coopers & Lybrand (auditing firm) where his last position was Senior Manager (11+ years). He is graduated in Accounting from Universidade São Judas.
Jean Michel Passos. Mr. Jean Michel Passos is Director of Investor Relations, Financial Planning and Human Resources of the Company. He has over 23 years of experience in Finance. He was Controller of Finance Director at Giraffas Group (food sector) (2+ years), Metalfrio Solutions S.A. (5+ years), Estapar Group (parking sector) (2+ years), Outback (food sector) (2+ years) and Aspen (pharmaceutical industry) (2+ years). He was also Audit Supervisor (7+ years) at Arthur Andersen and at Coopers & Lybrand. He has an MBA in Global Management from FGV and is graduated in Accounting from Instituto Presbiteriano Mackenzie.
Renata Caldeira Viacava. Mrs. Viacava is Store Supervision Director of the Company. Previously, she was Commercial Manager (4+ years) and Finance Manager (1+ year). She also was co-founder of Bo.Bô brand. She worked as a Trader at Cutrale Quintella and Auditor at Trevisan e Associados Auditores Independentes. She is graduated in Economics from FAAP.
Rogério Okada. Mr Rogério Okada is Supply and Logistics Director of the Company. He has over 20 years of professional experience in Logistics acting in retail companies and logistic operators. He was Logistics Director at Inbrands (5+ years) where he led projects and implementations in six distribution centers. He was Logistics Manager at Lojas Renner (1+ year), Operations General Manager at Ceva Logistics, responsible for Robert Bosch and LG operations (2+ years) and Planning and Operations Manager at Casas Pernambucanas (6+ years). He is Post-Graduated in Logistics from São Judas University and Graduated in Production Engineer from Universidade Paulista.
Constantino Borssato. Mr Constantino Borssato is the Wholesale and Franchise Director. He has over 20 years of professional experience in Commercial Area acting in big companies from many different segments. He was Commercial Director at Altenburg (2+ years), Commercial Director at Dudalina (2+ years), Sales Nacional Manager at Malwee (3+ years), Trade Marketing Nacional Manager at Grendene (5+ years) and acted in Sales at Unilever (13+ years), where he led and participated in many projects at commercial area. He is Post-Graduated in Marketing from Fundação Getúlio Vargas and Graduated in Social Science from Universidade Estadual de Londrina.
Pursuant to Brazilian Corporate Law, the Fiscal Council is independent from a Company’s management and external audit. The main responsibility of the Fiscal Council is to oversee the acts of management and analyze the financial statements, reporting its findings to shareholders.
The Company’s Fiscal Council is not established on a permanent basis and may be installed when requested by shareholders, as determined by law. The Fiscal Council is composed of three (3) to five (5) members and an equal number of alternates. The members of the Fiscal Council must, immediately after taking office, inform to B3 the number and type of Company securities directly or indirectly held by them, including derivatives.
Pursuant to Brazilian Corporate Law, in the case of a non-permanent Fiscal Council, it may be installed by the General Meeting, at the request of shareholders representing at least 10% of shares or 5% of non-voting shares, with a term of office until the first Annual Shareholders’ Meeting after their investiture. This percentage may be reduced to up to 2% of the voting capital, depending on the Company’s capital stock, pursuant to Instruction 324, of January 19, 2000, of Brazilian Securities and Exchange Commission (CVM).