Closing marks
- 1. Arezzo&Co Investor Day Corporate Governance and Final Considerations Anderson Birman Chairman
- 2. Final Considerations Structure of the Board The revision of corporate governance practices carried out by Messrs José Monforte and José Bolonha has established a major change in the Company’s management Arezzo&Co Board Members New Members Independent Members Board consisting of 10 members, including 4 independent directors; Three women members (one of the Boards with highest share of women members in Brazil); Complementary profiles and an interesting mix of experience: retail, consultancy, fashion and the financial market; Committees are formed to carry out specific studies and activities and to assist in decision-making. Key Facts The position of governance secretary was created to assist the Board in its functions. The secretary coordinates schedules and agendas for the different governance bodies, and arranges schedules for the Company’s senior management, in order to make them compatible as well as transparent. 2 Anderson Birman Presidente Carolina Faria Consultora de Marketing Fabio Hering Diretor Presidente da Cia. Hering Rodrigo C. Galindo Presidente da Kroton Educacional S/A Welerson Cavalieri Sócio-Diretor da INDG/Falconi Consultores de Resultados Juliana Rozenbaum Executiva do Itau BBA Claudia Elisa Soares Executiva com experiência em varejo Guilherme A. Ferreira Presidente da Bahema Participações José Bolonha Presidente da Ethos Desenvolvimento Humano e Organizacional José Murilo Carvalho Ex-Presidente da OAB-MG
- 3. Final Considerations Committees Welerson Cavalieri (Coordinator) Members: Guilherme A. Ferreira and Edward Ruiz Risk, Audit and Finance Committee Juliana Rozenbaum (Coordinator) Members: Fabio Hering, Carolina Faria and Arthur Grynbaum Strategy Committee José Bolonha (Coordinator) Members: Claudia Soares and Ligia Martins People Committee The structure of the 3 committees has been revised to increase interaction between the Board of Directors and the Executive Committee, and to give more support to the Board’s decision-making Constant revision of the annual targets set by the Board and monitoring of all work under the responsibility of the management team The committees do not pass resolutions, but work in coordination with the Board of Directors suggesting items for the agenda and recommending approval, if necessary Each committee has its own supplementary regulations, to provide comprehensive support for the Board of Directors 3
- 4. Final Considerations Corporate Governance – Portal The Corporate Governance Portal is aimed at bringing together Board Members, Committee Members, and senior management that has some interaction with these bodies, in an organized environment The Portal was developed with the aim of increasing transparency and communication within the Company, according to the best governance practices. 4
- 5. Notes: 1. Source: Prof. José Paschoal Rossetti 5 The new Corporate Governance structure minimizes potential conflicts of interest, avoiding overlapping between functions of the Board and the Executive Committee Cohesion OWNERSHIP Interaction BOARD OF DIRECTORS (Internal and External) Leadership EXECUTIVE COMMITTEE (Management Staff) Preparation and Implementation of Strategy Strategic Guidance Approval and Monitoring Final Considerations Clear definition of roles avoids potential conflict
- 6. The Board’s role is even more immediate and aligned with the Company’s day- to-day business, through more frequent meetings and the work of the committees New calendar defined, with bimonthly meetings, alternating with committee meetings. Agenda for the meetings is fixed in advance, on an annual basis, allowing board members to be better prepared, the group to perform better, and the matters for resolution, the discussions and recommendations to be optimized. The 3 committees that assist the Board (strategy, people, and risk, audit and finance) are intended to make a more thorough examination of the various matters under consideration by the Board, enabling them to give greater support to the executive and allowing a more transparent and dynamic management. The coordinators of each committee are board members, acting as a reporting link between the two management levels. An internal audit department has been set up, reporting directly to the Risk, Audit and Finance Committee. 6 Final Considerations Corporate Governance
- 7. IR Contacts Thiago Borges Leonardo Pontes dos Reis, CFA Phone: +55 11 2132-4300 ri@arezzoco.com.br www.arezzoco.com.br CFO IR 7