Board of Directors
Multiplan’s Board of Directors is a collective decision-making corporate body, responsible for formulating and monitoring the implementation of general business policies, including the long-term strategy. Among other attributions, it appoints and supervises Multiplan’s Executive Officers. Pursuant to Brazilian Corporation Law, the Board of Directors is also responsible for appointing the independent auditors.
According to Multiplan’s Bylaws, the Board of Directors must meet once each quarter or on a special basis whenever the corporate interests require such a meeting. The resolutions of the Company’s Board of Directors are adopted by a majority of votes of the members attending a duly convened meeting.
Pursuant to Multiplan’s Bylaws, the Board of Directors must be composed of a minimum of five and a maximum of 10 members. The members of the Board are elected at the General Shareholders Meeting for a two-year term of office and are eligible for reelection. Any member may be removed at any time by a Shareholders Meeting. Under the Level 2 listing rules, at least 20% of the members of our Board of Directors must be independent members. The qualification of a member as an independent member must be expressly identified in the Shareholders Meeting that elected them.
|Member||Title||Date of Election||End of term of office|
|José Paulo Ferraz do Amaral||Chairman||April 30, 2020||until 2022’s EGM|
|Mr. José Paulo Ferraz do Amaral graduated in Business Administration from Mackenzie University and has a postgraduate degree from Getúlio Vargas Foundation, both located in São Paulo (Brazil). Mr. José Paulo worked in Mesbla S.A., from 1971 to 1985, starting his career as a trainee and rising up the corporate ladder up to Director of the Department Store division. He was the CEO of Lojas Americanas, from 1985 to 1996, actively engaged in the partnership between Lojas Americanas and Walmart with the purpose of setting up the Walmart Company operations in Brazil. Mr. José Paulo attended several courses focused on business management at institutions such as INSEAD, in Fontainebleau, France, and Harvard Business School, in the USA. After leaving Lojas Americanas, he worked together with Banco Pactual in the successful turnaround of Mesbla S.A. More recently, since 1997, he runs an 11,400 hectare soybean and corn plantation in a large property, located in the city of Naviraí, state of Mato Grosso do Sul, Brasil.|
|Eduardo Kaminitz Peres||Member||April 30, 2020||until 2022’s EGM|
|Mr. Eduardo Kaminitz Peres is Vice Chairman of ´s Board of Directors and vice Chief Executive Officer. He has a degree in business administration from Universidade Cândido Mendes and has worked under different titles since 1988, when he joined the Company, being responsible for the creation of CAA – Corretagem e Consultoria Publicitária.|
|Ana Paula Kaminitz Peres||Member||April 30, 2020||until 2022’s EGM|
|Ms. Ana Paula Kaminitz Peres joined the Company in 2008, occupying positions in the commercial area. In 2012, she participated actively in the VillageMall inauguration, shopping center that has exclusive national and international brands in the luxury segment. Currently, she holds the position of Commercialization Superintendent, being especially responsible in the relationship with international brands. Ms. Peres is director of Multiplan Participações S.A., a company controlled by a shareholder of Multiplan that holds a direct or indirect stake equal to or greater than 5% of the same class or type of security of the Company. Ms. Peres is also the administrator of New Life Assessoria e Consultoria Empresarial Ltda.|
|John M. Sullivan||Member||April 30, 2020||until 2022’s EGM|
|Mr. Sullivan is a Member of the Company’s Board of Directors. He holds a Bachelors degree in Civil Engineering from Concordia University. He joined Cadillac Fairview Corporation Limited in 1998. Prior to becoming President & Chief Executive Officer, Mr. Sullivan held the position of Executive Vice President, Development at Cadillac Fairview.|
|Gustavo Henrique de Barroso Franco||Independent Member||April 30, 2020||until 2022’s EGM|
Mr. Franco holds a bachelor’s and master’s degree in Economics from PUC-Rio, and Ph.D from Harvard University. Between 1986-1993 he was a professor at PUC-Rio, researcher and consultant in economics. In the public service, during 1993-99, he held high-ranking positions, until he was appointed President of the Central Bank of Brazil, having a central participation in the formulation and execution of the Real Plan. In 2000, he founded Rio Bravo Investimentos and, in 2003, Unik S/A, a payroll credit card administrator. He has previous experience in several boards of directors and since June 2016 is a consultant for strategic issues at NuBank. Other Boards in Brazilian listed.
|José Isaac Peres||Member||April 30, 2020||until 2022’s EGM|
|Mr. Peres is the Chief Executive Officer. He has a degree in economics from the Faculdade Nacional de Economia da Universidade do Brasil. He participated and implemented more than 350 real estate developments, with 35,000 units sold. He conceived and is a founding member of the Brazilian Association of Shopping Centers, or ABRASCE, and also of the Association of Managers of Real Estate Companies (Associação de Dirigentes de Empresas do Mercado Imobiliário).|
|Duncan G. Osborne||Member||April 30, 2020||until 2022’s EGM|
|Mr. Osborne has a Bachelors degree in Law (LL.B.) from University of Western Ontario, a Masters degree in Finance (M.Fin) from Queen’s University and Bachelor in Science (B.Sc) from Trent University. Furthermore, Mr. Osborne was awarded a Real Estate Development Certificate from New York University. Mr. Osborne was appointed as Investment Vice President at The Cadillac Fairview Corporation Limited (“Cadillac Fairview”), with mandate from November 2016. Previously, Mr. Osborne held the position of Senior Development Vice President (from July 2015 to October 2016) and Senior Investment Vice President (from November 2011 to July 2015) at Cadillac Fairview.|
Multiplan’s Fiscal Council is a non-standing operating body and was established by the General Shareholders Meeting held on April 27, 2018, at the request of shareholders representing more than 2.0% (two percent) of Multiplan’s voting capital. Subject to the provisions of the Company’s Bylaws, the Fiscal Council now established is composed of three (3) full members and an equal number of alternate members and will sit until the Annual General Meeting to be held in the fiscal year of 2019.
Pursuant to the Brazilian Corporations Law, it is responsibility of the Fiscal Council, among others, to supervise the acts of the management, to give an opinion on the annual report and on the proposals of the management regarding the change in capital stock, debentures issuances,investment bond plans and capital budgets, dividend distributions, corporate reorganizations, report errors, fraud or crimes to the management or the general meeting, analyze the quarterly financial information, as well as examine and comment on the annual financial statements.
|Member of Fiscal Council||Title||Date of Election||End of term of office|
|Vitor Rogério da Costa||Member||April 30, 2020||until 2021’s EGM|
|Mr. Vitor Rogério da Costa holds a bachelor’s degree in law from Pontifícia Universidade Católica do Rio de Janeiro – PUC/RJ (1966) and holds a Masters Degree in Law from the University of California – Berkeley (1970). Member of the International Fiscal Association, of the Brazilian Financial Law Association, he was a member of the CVM Stock Market Studies Committee and member of the Advisory Board of the National Historical Museum. He received the Order of Commander of Rio Branco. He worked at the José Thomaz Nabuco Law Office (1966 to 1975) and at the Gouvêa Vieira Law Office (1966 to 2009). Since 2009, he is a partner at Vitor Costa Lawyers, where he works in Corporate Law, Company Law, Tax Law, Capital Markets, Foreign Capitals and Central Bank.|
|Rafael Frota Indio do Brasil Ferras||Alternate Member||April 30, 2020||until 2021’s EGM|
|Mr. Rafael Frota Indio do Brasil Ferrazholds a Bachelor of Law from Faculdade Nacional de Direito da Universidade Federal do Rio de Janeiro – UFRJ (2006). He has a Postgraduate degree in Business Law from the Pontifícia Universidade Católica do Rio de Janeiro – PUC/RJ (2011) and Specialization in General and Tax Accounting – FGV (2015). Registered in the Brazilian Bar Association – OAB (Rio de Janeiro Section). He worked at the Gouvêa Vieira Law Office as trainee (2002 to 2006) and as a lawyer (2006 to 2009). He is currently a partner at Vitor Costa Advogados, acting in Corporate Law, Company Law, Capital Markets, Foreign Capitals and Central Bank.|
|Ian de Porto Alegre Muniz||Member||April 30, 2020||until 2021’s EGM|
|Mr. Ian de Porto Alegre Muniz is a partner at the law firm Veirano Advogados.|
|Flavio El-Amme Paranhos||Alternate Member||April 30, 2020||until 2021’s EGM|
|Mr. Flavio El-Amme Paranhos is a partner at the law firm Veirano Advogados.|
|Carlos Alberto Alvahydo de Ulhôa Canto||Member||April 30, 2020||until 2021’s EGM|
|Mr. Carlos Alberto Alvahydo de Ulhôa Canto is a partner at Ulhôa Canto Rezende e Guerra – Advogados.|
|Christian Clarke de
|Alternate Member||April 30, 2020||until 2021’s EGM|
|Mr. Christian Clarke de Ulhôa Canto is a partner at Ulhôa Canto Rezende e Guerra – Advogados.|
Board of Executive Offices
Multiplan’s executive officers are the Company’s legal representatives, responsible for its day-to-day management and for implementing the policies and directives set by the Board of Directors. Under the Brazilian Corporations Law, each member of the Board of Executive Officers must reside in Brazil, but is not required to be a shareholder. In addition, no more than one-third of the members of the Company’s Board of Directors may serve as executive officers, who are elected by the Board of Directors to two-year terms and are eligible for re-election. Any officer may be removed at any time by the Board of Directors before the expiration of their terms.
According to the Bylaws, the Board of Executive Officers must be comprised of a minimum of two and a maximum of 10 executive officers, including one Chief Executive Officer, one to three Vice Chief Executive Officers and the remaining executive officers without specific title. One of the executive officers will be designated as the Investor Relations Officer.
According to Level 2 regulations, prior to taking office, the members of the Board of Directors must sign a statement acknowledging the listing rules and the arbitration rules, which are part of the Level 2 regulations.
|Executive Officer||Title||Date of Election||End of term of office|
|José Isaac Peres||Chief Executive Officer||May 4, 2020||May 4, 2022|
|He is the Chief Executive Officer. He has a degree in economics from the Faculdade Nacional de Economia da Universidade do Brasil. He participated and implemented more than 350 real estate developments, with 35,000 units sold. He conceived and is a founding member of the Brazilian Association of Shopping Centers, or ABRASCE, and also of the Association of Managers of Real Estate Companies (Associação de Dirigentes de Empresas do Mercado Imobiliário).|
|Eduardo Kaminitz Peres||Vice Chief Executive Officer – Operational||May 4, 2020||May 4, 2022|
|He is the vice chairman of the Board of Directors and vice Chief Executive Officer. He has a degree in business administration from Universidade Cândido Mendes and has worked under different titles since 1988, when he joined the Company, being responsible for the creation of CAA – Corretagem e Consultoria Publicitária Ltda.|
|Armando d’Almeida Neto||Vice Chief Executive Officer – Chief Financial and Investor Relations Officer||May 4, 2020||May 4, 2022|
|He is the Chief Financial Officer and Investor Relations Officer at Multiplan since February 2008. He graduated in Business Administration from Faculdade Candido Mendes, Rio de Janeiro, and holds certifications from the National Association of Securities Dealers – NASD. He has 25 years of experience in the financial markets, mostly devoted to the international market. He is a former director of Bulltick Brasil Consultoria, member of the Executive Committee of Bulltick Capital Markets, director of Santander Investment Securities in New York and director of Banco Bozano, Simonsen S/A.|
|Marcello Kaminitz Barnes||Vice Chief Executive Officer – Development||May 4, 2020||May 4, 2022|
|He is a member of the board and Chief Development Officer. He has a degree in civil engineering from Pontifícia Universidade Católica, received in 1990, in Rio de Janeiro. He joined the Company in 1990 in charge of engineering work and was involved in the shopping center expansion projects, later becoming responsible for the operations area of BarraShopping. He has been responsible for the development of projects in Miami, United States of America and is currently responsible for the real estate area and for the development of new projects.|
|Alberto José dos Santos||Administrative Officer||May 4, 2020||May 4, 2022|
|Mr. Santos is a director of the Company. He has a degree in accounting from Universidade Cândido Mendes in Rio de Janeiro and a graduate degree in human resources from ISEP – Instituto Superior de Estudos Pedagógicos. He joined Multiplan in 1975 and is currently responsible for the accounting, administrative, information technology and human resources areas of the Company.|
|Vander Aloisio Giordano||Executive Vice President Compliance and Institutional||May 4, 2020||May 4, 2022|
|Mr. Vander Giordano holds a bachelor’s degree in law (OAB/SP) and business administration (CRA/RJ), with an MBA in management from IBMEC, Rio de Janeiro. For about 17 years he worked for Kroll Inc., a New York-based consulting firm specialized in risk management and market development. He has worked in Brazil, United States and other countries in Latin America, in projects related to conflict management, forensic and compliance solutions, legal and commercial disputes involving large companies, and support in market analysis focused on investments and operational expansions. He also acted in business relationships involving regulatory and public agencies, in the development of new business and contingency plans. Previously, he worked for 8 years at Varig, in areas of product development, contracts and international air logistics. He has also coordinated logistics projects such as Formula 1 Brazilian Grand Prix, among other events.|