Board of Directors
RNI’ board of directors is a collective decision-making corporate body responsible for establishing its overall business guidelines and policies, including its long-term strategy, and for overseeing its performance. The Company’s board of directors, among other things, is also responsible for supervising its executive officers.
Pursuant to RNI’ by-laws,ts board of directors comprises a minimum of six and a maximum of eight members, all shareholders, of which one will be the chairman, and another one the vice-chairman. The members of its board are elected by the shareholders’ meeting for unified two-year term of office, reelection being permitted. A director must stay in office until the investiture of his/her successor.
RNI’ board of directors holds mandatory meetings four times a year, and may hold other meetings, as necessary, by means of calls from the chairman or the vice-chairman. Meetings of its board of directors are convened only if a majority of the directors are present, in wich board decisions are taken by a majority vote of the directors, considering cases of temporary absences and vacancies, in the terms of the RNI Negócios Imobilipários’ by-laws, and the chairman has the right to cast tie-breaking vote in the case of a deadlock.
The Company’s by-laws do not allow the election of a member to its board of directors, unless waived by its shareholders, if this person (1) is a competitor’s employee or member of a competitor’s senior management, or (2) has a conflicting interest with RNI.
|Directors||Title||Date of election||End of term of office|
|Waldemar Verdi Júnior||Chairman||04/23/2020||ASM of 2022|
|Anthonny Dias dos Santos||Independent Director||04/23/2020||ASM of 2022|
|Milton Jorge de Miranda Hage||Vice-Chairman||04/23/2020||ASM of 2022|
|Alcides Lopes Tápias||Independent Director||04/23/2020||ASM of 2022|
|Mailson Ferreira da Nóbrega||Independent Director||04/23/2020||ASM of 2022|
|Roberto de Oliveira Lima||Independent Director||04/23/2020||ASM of 2022|
|Giuliano Finimundi Verdi||Director||04/23/2020||ASM of 2022|
Mr. Verdi Júnior is chairman of RNI‘ board of directors. He is currently the vice-president GV Holding S.A. and is the chairman of the board of Banco RNI S.A. He is also president of Automotores Juan Manuel Fangio S/A – Argentina, vice-chairman of the board of directors of Companhia Hipotecária Unibanco-RNI, a member of the board of governors of the Brazilian Federation of Car Dealers (Federação Nacional da Distribuição de Veículos Automotores), or FENEBRAVE, a director of the São Paulo State Industry Center (Centro das Indústrias do Estado de São Paulo), or CIESP, and of the São Paulo Commercial Association (Associação Comercial de São Paulo), a director of the São Paulo Gas Company (Companhia de Gás de São Paulo), or COMGÁS, and a member of the Economic and Social Development Council (Conselho do Desenvolvimento Econômico e Social), or CDES, of the Luiz Inácio Lula da Silva administration. He is also a former president of the Brazilian Association of Mercedes-Benz Dealers (Associação Brasileira dos Distribuidores Mercedes-Benz), or ASSOBENS, executive officer of the Brazilian Association of the Purchasing Pool Managers of the Car Dealers (Associação Brasileira das Administradoras de Consórcio dos Distribuidores de Veículos Automotores), or ABRAD, president of the Board of Governors and the Deliberative Board of FENABRAVE. From 1999 to 2002, he was elected the entrepreneurial leader of the car dealer industry by the readers of the newspaper Gazeta Mercantil. Mr. Verdi Júnior holds a law degree from Sociedade Rio-Pretense de Educação e Ensino and certification in business administration obtained by attending courses such as the Advanced Management for Brazilian Executives at the University of Southern California in 1977, the Séminaire de Gestion Generale pour Dirigeants Brésiliens at INSEAD, France, in 1982, and Strategic Management for Business Leaders at INSEAD, in 2004.
Mr. Dias dos Santos is an independent member of the board of directors, elected in 2019. Anthonny is a variable income Manager at Portugal Clube de Investimento, a relevant shareholder of RDNI3. In addition, Anthonny is Chief Commercial and Financial Officer at Acores Participações Negócios Imobiliários Ltda.
Mr. Hage is a member of RNI’ board of directors. He is also the superintending officer of RNI Corporativa S.A., chief executive officer of Banco RNI S.A. and a director of Belém Diesel S.A., RNI Administração e Promoções Ltda., RNI Administradora e Corretora de Seguros Ltda. and Companhia Hipotecária Unibanco-RNI. He studied accounting and holds a law degree from Faculdade de Direito Rio-Pretense and a degree in business administration from Faculdade Rio-Pretense de Administração de Empresas.
Mr. Tápias is a member of RNI’ board of directors. He was designated Development, Industry and Trade Minister, a position that he held until July 2001. He was also chairman of the board of directors of Administração da Alpargatas S.A., until September 1999, and of USIMINAS until 1997. In 1996 he became president of Grupo Camargo Corrêa, being the chairman of the board of directors of its holding company. In 1995, he was elected to the board of directors of Tubos e Conexões Tigre. Between 1991 and 1994, he was president of the Federação Brasileira de Bancos, or FEBRABAN, and was a member of CMN. Mr. Tápias began his career at Bradesco in 1957, where he eventually became vice-president of [Diretoria Executiva] and of the board of directors until he left in 1996. During his tenure, he represented Bradesco on the boards of directors of Ericsson, CAN, Latasa, and Monteiro Aranha, among others. Mr. Tápias holds a law degree from Faculdades Metropolitanas Unidas and a business degree from Universidade Mackenzie.
Mr. Ferreira da Nóbrega is a member of the company’s board of directors. He has had a long career at Banco do Brasil and in the public sector, where he held the following positions: Technical Consultant and Director of the Project Analysis Division of Banco do Brasil; Director of Economic Affairs of the Ministry of Industry and Commerce; Secretary General of the Ministry of Farming; Executive Director of the European Brazilian Bank, Eurobraz, in London. He was Minister of Farming between 1988 and 1990. As minister, he presided over various organs of government, including CMN and CONFAZ. During this time he also was a member for the board of directors of the World Bank, the International Monetary Fund and the Inter-American Development Bank; he was the head of the Brazilian delegation for the Brazilian-Japanese bilateral business accord, under the Paris Club; and, he was a member of the United Nations Working Group for the Code of Conduct for Transnational Corporations. Mr. Ferreira da Nóbrega holds and economics degree from Universidade Centro Universitário de Brasília.
Is a member of the company’s board of directors, helding the position since 2012. Mr. Roberto de Oliveira Lima was Chief Executive Officer of Vivo Participações S.A.; an Officer of TBS Celular Participações Ltda., Ptelecom Brasil S.A., Portelcom Participações S.A., all of which are controlled by Brasilcel N.V.; and Head of the Vivo Institute. He was Executive Vice-President of Marketing and Innovation and Vice-President of IT and Product and Service Engineering of the following companies: Vivo Participações S/A, Tele Centro Oeste Celular Participações S.A., Telerj, Telest, Telebahia, Telergipe, Celular CRT S.A., Telesp Celular, Global Telecom, Telegoiás, Telemat, Telems, Teleacre, Teleron, NBT and TCO IP S.A. He was Chief Executive Officer of Tele Sudeste Celular Participações S.A., Tele Leste Celular Participações S.A. and Celular CRT Participações S.A. until February 2006 and Telemig Celular Participações S/A until November 2009. He was an Officer of Telemig Celular Participações S/A, Avista Participações Ltda., Tagilo Participações Ltda., Sudestecel Participações Ltda. and Vivo Brasil Comunicações Ltda. until November 2009. He was Chairman of the Board of Directors of the Credicard Group from 1999 to 2005 and Chief Executive Officer of Banco Credicard S.A. from 2002 to 2005. He also held executive positions at Accor Brasil S.A., Rhodia Rhone Poulec S.A. and Saint Gobain S.A. He holds a bachelor’s degree in Public Administration and a graduate degree in Business Management from Fundação Getúlio Vargas and Institut Superieur des Affaires, in France.
Has served since 2014 as Chief International Officer of RNI Comércio Internacional S.A. Founding Partner of Verhaw Locação de Equip. de Informática Ltda. He previously served as Vice-President at RNI Trading USA and Agropecuária Capitão Verdi Ltda. and as President at Verdi International. He attended the following programs: (i) Equity Markets and Portfolio Theory and Corporate Finance and Valuation – Baruch College, Manhattan, NY, USA, (ii) Venture Capital and Private Equity and Fundamental Portfolio Management – New York University College – Manhattan, NY, USA, (iii) Portfolio Management Suite, New York Institute of Finance – Manhattan, NY, USA.
Board of Executive Officers
RNI Negócios Imobiliários’ board executive officers are its legal representatives,is responsible for its day-to-day management, for implementing the policies and directives set by its board of directors and for other duties assigned to them under the law and the Company’s by-laws. RNI’ executive officers are authorized to takefor taking all actions required for the operation of its business, unless the law or its by-laws specifically delegate authority to the shareholders’ meeting or its board of directors.
The Company’s board of executive officers holds mandatory meetings once a month, and may hold other meetings, as necessary, by means of calls from its chief executive officer or two-thirds of the officers. Meetings of RNI’ board of executive officers are convened only if a majority of the officers are present. Under the company’s by-laws, decisions of its board of executive officers are taken by a majority vote of the officers attending a meeting or sending their votes as set forth in its by-laws, considering cases of temporary absences and vacancies, and the chairman has the right to cast tie-breaking vote in the case of a deadlock.
|Executive officers||Title||Date of election||End of term of office|
|Carlos Bianconi||CEO and IRO||05/13/2020||May 2022|
|Clóvis Antônio Sant‘anna Filho||Technical Officer||05/13/2020||May 2022|
Mr. Bianconi has acted as Administrative and Mortgage Credit Director in the company since November 2009. He has worked at administrative department for the automotive segment (RNI) during 23 years, focused on resources management and profit optimization, implementing the administrative centralization and consequent creation of Automotive Strategic Business Area (AEN-Autos) using tax planning focused on benefits obtaining and tax reduction on both Federal and State range. He has also acted as project manager for implementations of SAP and CSC (Shared Services of RNI) until their operations. He is graduated in Accounting at UNIFEV-Votuporanga and has an executive management MBA from UNIRP-Rio Preto.
Is the Company‘s Chief Technical Officer since July 2015. He has over 13 years of experience in various areas of the construction industry, especially in the residential and commercial segments, where he worked in the engineering, construction management and post-construction areas. Previously he worked at Gafisa and Even. He holds a bachelor’s degree in Civil Engineering from Faculdade de Engenharia Industrial (FEI) and an MBA in Strategic and Economic Project Management from the Getúlio Vargas Foundation (FGV).
According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares and each valid period will last until the further extraordinary general meeting.
The main responsibilities of the fiscal council are to audit RNI’ management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors. The law also requires that the Fiscal Council comprises a minimum of three and a maximum of five members and respective alternate members.
RNI´ by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders.
|Members of Fiscal Council||Title||Date of election||End of term of office|
|Gustavo Adolfo Traub||Sitting Member||04/23/2020||ASM of 2022|
|Guilherme Henrique Traub||Alternate||04/23/2020||ASM of 2022|
|Marco Antônio Bacchi da Silva||Sitting Member||04/23/2020||ASM of 2022|
|Marcel Pinheiro Orlandini||Alternate||04/23/2020||ASM of 2022|
|Roberto Lopes de Souza Junior||Sitting Member||04/23/2020||ASM of 2022|
|Ronaldo Angelo Pessetti||Alternate||04/23/2020||ASM of 2022|
The Audit Committee is responsible for: Ensuring the commitment to and correct application of the accounting principles and standards within the terms of the prevailing legislation and in accordance with the guidelines of the regulatory bodies, the Board of Directors and other responsible sectors within the Company; To express an opinion on the report and accounts of the Executive Management, as well as on the quarterly and yearly financial statements, which should be submitted to the Board of Directors and the Ordinary General Meeting; Presenting proposals to the Board of Directors for the contracting and remuneration of an independent audit company; Revise and validate the audit report to be presented by the independent auditor contracted by the Company.
|Members of Audit Committee||Title||Date of election||End of term of office|
|Flávio Leme Ferreira Filho||Chairman||05/13/2020||May 2022|
|Salim Furukawa Godoi||Member||05/13/2020||May 2022|
|Raymundo de Souza Neto||Independent Member||05/13/2020||May 2022|