Board Of Directors

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.

Waldemar Verdi Júnior

Board Director

 

Waldemar Verdi Junior holds a Bachelor’s degree in Law from the Rio-pretense Society of Education and Teaching. He has specializations from the Advanced Management for Brazilian Executives at the University of Southern California and Strategic Management for Business Leaders again at INSEAD. He is the Chairman of the Board and Director of Rodobens Companies Group – Rodobens Participações S.A., Chairman of the Board of Banco Rodobens, and the Shareholders’ Board of Grupo Verdi – GV and Automotores Juan Manuel Fangio S/A in Argentina. Furthermore, he serves on the Boards of Directors of CIESP (Center of Industries of the State of São Paulo), the Commercial Association of São Paulo, the Board of Directors of COMGÁS – São Paulo Gas Company, and the Board of Directors of TAM S.A.

Anthonny Dias dos Santos

Independent Member

 

Anthonny Dias dos Santos is an Independent Member of the Board of Directors and shareholder of RDNI3, a variable income manager at Portugal Clube de Investimento, and CFO and Commercial Director of Acores Participações Negócios Imobiliários Ltda.

Milton Jorge de Miranda Hage

Vice-Chairman

 

Milton Jorge de Miranda Hage holds a Bachelor’s degree in Law and a degree in Business Administration from Faculdade Rio-pretense, as well as technical training in Accounting. He is a Director of Rodobens Corretora de Seguros Ltda, Rodobens Corporativa Ltda, and a Counselor at Rodobens Participações S.A., and is part of the Rodobens Companies Group, a conglomerate that encompasses 51 companies in Brazil and Argentina. He is Vice Chairman of the Board of Directors of Banco Rodobens S.A.

Alcides Lopes Tápias

Independent Member

 

Alcides Lopes Tápias holds a Bachelor’s degree in Law from Faculdades Metropolitanas Unidas and a degree in Business Administration from Mackenzie University. He is an Independent Member of the Company’s Board of Directors.

Mailson Ferreira da Nóbrega

Independent Member

 

Mailson Ferreira da Nóbrega holds a Bachelor’s degree in Economics from Centro Universitário de Brasília. He is an Independent Member of the Company’s Board of Directors and had his career consolidated at Banco do Brasil.

Roberto de Oliveira Lima

Independent Chairman

 

Roberto de Oliveira Lima holds a degree in Public Administration and postgraduate degrees in Business Administration from Fundação Getúlio Vargas and from the Institut Superieur des Affaires in France. He is the Independent Chairman of the Company’s Board of Directors.

Giuliano Finimundi Verdi

Director

 

Giuliano Finimundi Verdi attended (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. He is the International Director of RNI Comércio Internacional S.A., Founding Partner of Verhaw Locação de Equip. de Informática Ltda. He had experiences at RNI Trading USA and Agropecuária Capitão Verdi Ltda., and Verdi International.

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.

Gustavo Felix de Moraes

CEO

 

Gustavo Felix de Moraes holds a degree in Business Administration with emphasis in Commercial Management from the University of Vale do Rio dos Sinos, an MBA in Big Data, Marketing Intelligence, Marketing, and Digital Communication from ESPM. He has a specialization in Executive Education Innovation and International Management from Católica Porto Business School in Portugal. Felix worked for 15 years at the Tenda construction company and began his journey at RNI in 2021 as Sales and Marketing Director.

Rodrigo Donizete da Fonseca

Technical Officer

 

Rodrigo Donizete da Fonseca has a solid experience in management, controller ship, and strategic planning of construction projects, with over 15 years of experience in the civil construction sector, having worked for the Company for the longest period. He returned to the Company’s team of employees in 2022. He holds a degree in Civil Engineering from Dom Pedro II Integrated Colleges and a postgraduate degree in Controller ship and Finance from INPG Business School.

Fabiano Valese

CFO and IRO

 

Fabiano Valese holds degrees in Accounting and Law from UNIRP (Rio Preto University Center), and has MBAs in Business Management from FGV (Getúlio Vargas Foundation) and in Business from Insper. He has been with the Rodobens Group for 30 years, starting at RNI in 2020 as CFO.

Fiscal Council

According to the Corporations Law, the fiscal council is a corporate body independent of management and external auditors, with the potential to operate either permanently or temporarily. It will act during a specific fiscal year upon request of shareholders representing at least 2% of voting shares, and its term will always end after the first installation of the ordinary general meeting. Its main activities consist of overseeing management activities, checking the company’s financial statements, and reporting its findings to shareholders. The Corporations Law requires that the Fiscal Council be composed of a maximum of 5 members and a minimum of three, along with their respective alternates. Another requirement concerns remuneration, which must be at least 10% of the average annual compensation paid to the company’s directors.

Guilherme Henrique Traub

Sitting Member

Gustavo Adolfo Traub

Alternate

Marco Antônio Bacchi da Silva

Sitting Member

Marcel Pinheiro Orlandini

Alternate

Roberto Lopes de Souza Junior

Sitting Member

Ronaldo Angelo Pessetti

Alternate

Audit Committee

Ensuring compliance and precise application of accounting principles and standards in accordance with current legislation and guidelines from regulatory bodies, by the management and other responsible sectors in the Company; Expressing opinions on quarterly financial statements and transactions, and on the annual accounts that will be inspected by the Board of Directors and the Ordinary General Meeting. Proposing the hiring and remuneration of independent audit firms, as well as reviewing and validating reports submitted by the contracted audit.

Flávio Leme Ferreira Filho

Chairman

Ricardo Pando

Member

Raymundo de Souza Neto

Independent Member

Alcides Lopes Tápias

Independent Member of the Board of Directors