GRI 4.1; 4.2; 4.3
Board of Directors
Alexandrino Garcia Neto (member) – Entrepreneur in the Agribusiness segment and a member of Algar’s controlling group.
Hélio Marcos Machado Graciosa (member) – Mr. Graciosa has a bachelor’s degree in Telecommunication Engineering and a master’s degree in Electric Engineering from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ). He is a former Research & Development officer at Telecomunicações Brasileiras S.A. (TELEBRAS), president of Sociedade de Telecomunicações (SBrT) and chairman of the Board of Directors of TELESC and TELEBAHIA. He currently serves as the president of the Telecommunications Research & Development Center (CPqD) in Campinas (State of São Paulo), and of CPqD Technologies & Systems Inc., Fort Lauderdale, Florida (USA), as well as the Institutional Relations officer at Cleartech. He is also the chairman of the Advisory Council and a Board member of TELEBRASIL, in addition to other prominent companies.
Darc Antonio da Luz Costa (independent member) – Mr. Costa has a degree in Engineering from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ), a master’s degree in Production Engineering from the same university and a doctor’s degree in Production Engineering from COPPE/UFRJ. He is a former vice-president of Banco Nacional do Desenvolvimento Econômico e Social (BNDES) (Brazilian National Bank of Economic and Social Development). He is also a member of the Managing Board of the Brazilian Center for Strategic Studies (CEBRES); a Board member and former coordinator of the Center for Strategic Studies of the War College; a president of the Federation of the Chambers of Commerce and Industry of South America; a member of the Brazilian Academy of Moral and Political Sciences and a managing partner of Desenvolvimento, Logística e Cenários Simples Ltda. (DLC).
Eduardo Moreira da Costa (independent member) – He acted as the director of the Innovation Area at the Studies and Projects Funding Institution (FINEP), a public company linked to the Science and Technology Ministry, and member of the Board of Trustees of the Telecommunications Research & Development Center (CPqD). He currently acts as the CEO for 2000ideias.com, and as a professor of the Department of Engineering and Knowledge Management at the Federal University of the State of Santa Catarina (UFSC).
Geraldo Sardinha Pinto Filho (independent member) – Mr. Pinto Filho has a degree in Economics from the Economic Sciences College of Federal University of the State of Minas Gerais and a specialization in Finances from J.L.Kellogg Northwestern University (USA), as well as from The Business School for the World (INSEAD) (France). He is an officer at Sardinha & Sant’Ana Consultoria Empresarial, in which he is a corporate finance consultant for large corporations focusing on value creation. He is a visiting professor at Sauder School of Business – University of British Columbia (Canada), and in The Business School for the World (INSEAD) (France). In addition, he is an associate professor at Fundação Dom Cabral (Brazil). He is a member of the Boards of Directors of Hermis Pardini, Grupo Seculus, Dori Alimentos and Odonto System.
Ozires Silva (independent member) – Mr. Silva has a degree in Aeronautical Engineering from the Technological Institute of Aeronautics (ITA) and a post-graduation degree in Aeronautics from California Institute of Technology (CALTECH), California (USA). He headed the group that created Empresa Brasileira de Aeronáutica S.A. (EMBRAER), a company that he managed between 1970 and 1986 and between 1991 and 1995, when he conducted the company’s privatization process. He acted as the CEO of Petróleo Brasileiro S.A. (PETROBRAS), Brazilian Infrastructure Minister and CEO of Varig S.A. He is currently a member of several trade and civil servant associations and of the Boards of Directors of prominent companies.
Walter Fontana Filho (independent member) – Mr. Fontana Filho has a degree and a post-graduation degree in Economics fromPontifícia Universidade Católica de São Paulo (PUC/SP) and specialization in Marketing Management from Fundação Getúlio Vargas. He is a former CEO and chairman of the Board of Directors of Sadia. He currently sits on the Boards of Directors of the Estado de São Paulo newspaper and the Institute for Industrial Development (IEDI).
Advisory Committees
In order to advise, guide and assess the decision-making process concerning specific topics, three internal specialized standing but non-decision-making committees have provided support to the Algar Group’s Board of Directors since 2005. They consist of members of the Board of Directors and outside experts, appointed on an annual basis by the Board of Directors itself, to which they respond. Each committee is regulated by policy and procedure guidelines, which set up rules for its working process, as well as its duties and responsibilities.
Audit and Risk Management: This Committee aims to ensure that the Company’s financial statements are prepared in an appropriate, comprehensive, transparent and trustworthy manner. It also ensures the effectiveness of internal and independent audit processes, as well as internal controls and compliance with the applicable legislation. It also supervises the management of corporate risks. It is made up of five members, three of whom are experts, and meets on a quarterly basis.
Human Talents: This Committee focuses on ensuring the proper conduction of evaluation and development of human talents, within the best people management practices, in accordance with the Algar Group’s different business segments. It is composed of four members, such as includes an advisor and an outside expert. Among the permanent issues that are assessed by this Committee, are noteworthy monitoring the development program for potential successors, leadership development, the organizational climate and the Brazilian labor market scenario.
Corporate Governance: This Committee examines, assesses, monitors and makes proposals for the improvement and effectiveness of the Company’s corporate governance practices, based on the principles of transparency, fairness, accountability and corporate responsibility. This Committee consists of five members, two of whom are independent members.
Family Council
The Family Council was formed in 2002, with the purpose to supervise the common interests of the descending shareholders of the founder Alexandrino Garcia – as well as of their spouses and heirs. The shareholding structure of the family members is reflected in the Company Tree, which consolidates the interests of the three family-run holding companies – Elgar, Lagar and Walgar – from which three representatives of each company take part in the Family Council. At present, the Council is chaired by Eleusa Maria Garcia Melgaço, who also presides the Brazilian segment of the Family Business Network (FBN), an international entity present in 45 countries, with groups over 3,000 associated family-run corporations, created with the purpose of exchanging experiences, promoting and disseminating the best practices.
The relationship between the family members and Algar Group is ruled by the Family Constitution. Similar to a company’s bylaws, this constitution determines, for example, that a certain family member who wishes to work in the Corporation should have a qualified educational background, mastery of foreign languages and work experience attained in companies outside the Group. These clear and well-determined rules aim at preventing personal distress and emotional involvement in corporate issues. This is a sound practice that should be performed both internally and externally. After all, the market values the family-run corporations that rely on professional management and transparency.
Over the years, the Family Council has perfected its function. Thus, a number of initiatives were taken, such as the Qualification of Shareholders, Spouses and Heirs Program, aimed at preparing the individual to perform the role of shareholder, contributing to the development of his/her life plan.
The Family Council meets every two months, open to all shareholders, with the purpose to validate and execute the Constitution, thus avowing the Family’s governance with regard to its three fundamental rules: the family as family, the family as owner, and the family as worker. The minutes and the other matters of interest to the family members are published in the Family Portal, which also serves as a tool for the integration between the family members.
Board of Executive Officers
The Board of Executive Officers is responsible for executing the management policies, in accordance with the guidelines set out by the Board of Directors, by common law or by the Company’s Bylaws, and represents the main executive body of the Holding Company. The Board of Executive Officers is composed of executives with broad professional experience, who meet once a week on a regular basis, or whenever deemed necessary, with the purpose of aligning and making decisions on strategic corporate issues. It is composed of up to five members, of whom one is the CEO and four executive officers who act in specific areas.
Luiz Alexandre Garcia (CEO) – Economist graduated at the Universidade Gama Filho, State of Rio de Janeiro (Brazil), with specialization courses in (i) Marketing, from the American University of Paris (France); (ii) MBA from the Catholic University of America, Washington, DC (USA); (iii) Leading the Family Business and (iv) Program for Executive Development, both from IMD, Lausanne (Switzerland). He worked at IFC/World Bank, Washington, DC (USA), Ericsson, Dallas (USA) and São Paulo, as well as in Groupe Bull (France). He served as the president of the Commercial and Industrial Association of Uberlândia (Aciub) for two terms, and as the president of the Brazilian National Association of Celullar Phone Service Providers (ACEL). He belongs to the third generation of Algar Group’s controlling family and has acted as the Algar Group’s CEO since 2006.
Cícero Domingos Penha (Human Talents officer) – He holds a degree in Law from the Federal University of Uberlândia (State of Minas Gerais), with executive specialization in Strategic People Management from INSEAD (France), and in Human Resources Leadership from IMD (Switzerland). Mr. Penha has over a 30-year experience in Human Talents Management. He has published several articles on people management and is the author of the books Atitude É Querer (Attitude is Wanting) (Qualitymark Publisher), Empresa Rede (Network Company) and Empresa Rede no Foco do Cliente (Network Company on the Client’s Viewpoint) (both by Sabe Publisher).
Eliane Garcia Melgaço (Marketing and Sustainability officer) – Ms. Melgaço has a degree in Business Administration from Pontifícia Universidade Católica de Minas Gerais (PUC/MG) and specializations in (i) MBA from the Catholic University, Washington, DC (USA); (ii) Leading the Family Business from IMD (Switzerland); and (iii) PGA from INSEAD, Fontainebleau (France). She worked for Banco Nacional, Cartão Unibanco and ATL in the Commercial Relations and Marketing areas. She belongs to the third generation of Grupo Algar’s controlling family. At present, she acts as the Algar Group’s Marketing and Sustainability officer.
Marcelo Mafra Bicalho (CFO) – He holds a degree in Metallurgical Engineering from the Federal University of the State of Minas Gerais, with post-graduation degree in Financial Administration from the João Pinheiro Foundation (State of Minas Gerais). Mr. Bicalho has over a 25-year experience as CFO, including large multinational and national conglomerates, such as SAP, SKY, MetroRed, Proceda, Lucent and Sharp Group. He has acted as the Algar Group’s CFO since 2009.
Mauri Seiji Ono (Corporate Strategy officer) – Mr. Ono holds a degree in Electric Engineering with emphasis on Electronics from Faculdade de Engenharia Industrial (FEI), with a post-graduation degree in Business Administration from Fundação Armando Álvares Penteado (FAAP) and MBA in Corporate Management from Fundação Getúlio Vargas de São Paulo (FGV/SP). Mr. Ono holds over a 21-year professional experience in the telecom industry, with emphasis on the Commercial and New Business Development areas. He also acts as the director of the Brazil-China Corporate Council (CEBC). As of 2002, he's begun to hold positions in several companies of Algar Group.
Auditing
In order to continuously enhance its corporate governance practices, Algar Group has been subjected to both internal and external auditing since 1988. Both audit teams report directly to the Board of Directors, through the Audit and Risk Management Committee, and in functional terms they report to the Group’s Holding Company, so as to ensure autonomy and independence of operations.
The Internal Audit Committee consists of 12 people, with no hierarchical connection with the subsidiaries, which ensures the prevention of conflicts of interests. This Committee aims to assess and propose improvements in the Company's controlling processes, with a view to achieving maximum efficiency. In 2011, 24 auditing processes were carried out, totaling 13,200 working hours (12,900 in-house working hours).
The Company also hires independent auditing services, which have been provided by KPMG Auditores Independentes since 2009, with the purpose to assess the Company’s reporting standards, as well as its compliance with the current accounting rules and tax legislation.
Code of Ethics
Algar Group has adopted a Code of Ethics since 1996, with the purpose to set out the corporate conduct rules and guidelines to be followed by all associates, based on the Company’s principles and values. This document translates into everyday practices, in a clear and straightforward manner, the Company’s commitment to having a lasting and reliable relationship, based on ethics and integrity, with all its stakeholders: associates, clients, suppliers, the community and shareholders.
This document is part of the Group’s Human Talents overall policy and was subject to approval by all relevant parties, including the Associates Committee, the Executives’ Meeting and the Board of Directors, and was made available on the Company’s website for general consultation.
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Since Algar Group started up its first activities over eight decades ago, it has demonstrated in practice its commitment to conduct its operations in an ethical and transparent manner, following the same principles that were introduced by its founder. At a time when no one spoke of corporate governance in Brazil, Alexandrino Garcia used to say: “Family is family, a company is a company”. As of 1989, when the Group took the decision to give management a professional character and to streamline its structure, it consolidated all practices into a strict and well-structured corporate governance policy. This policy has been evolving year after year with the purpose to create value for all stakeholders in an enduring manner. Although Algar Group is not a publicly-held company with shares listed on stock exchanges, its practices and internal controls are amongst the most contemporary ones. Currently, Algar Group has no formal, structured process to engage or define a "stakeholder", but it seeks to understand its stakeholders' needs by ongoing dialogue. The Company maintains a direct communication channel with its associates, through the Associates Committee.
One of the Algar Group’s corporate governance guidelines consists in compromising the family’s interests with the Company’s needs. It is also worth stressing its continuous search for improvement and innovation. This effort led to the development of unique tools such as the Family Council and the Governance Portal, a channel with restricted and exclusive access to relevant documents and information for the members of the Board of Directors.
The set of management tools, as well as our stringent efforts to ensure the use of best corporate governance practices, have enabled the Algar Group to take part, since 2010, in the select group of 19 Latin American companies, acknowledged by the excellence in corporate governance practices, which make up the Companies Circle. This was a joint initiative of the International Finance Corporation (IFC), the Organization for Economic Cooperation and Development (OECD), and the Global Corporate Governance Forum, with the purpose of studying and disseminating the knowledge on how to enhance the best practices in Latin America.
Moreover, the Algar Group has turned into a case study, included in the book “Corporate Governance in Family-Run Companies”, published by the Brazilian Corporate Governance Institute (IBGC), and in 2011 alone, the Company made 12 presentations in Brazil and abroad. Furthermore, it won the Família Empresária 2011 (Entrepreneurial Family) award granted by the consulting company Höeft – Transition of Generations, taking into account the Company’s way of performing management within the individual, family, property and corporate spheres, aimed at preserving the history, values and commitments.
Board of Directors
Algar Group has demonstrated
in practice its commitment
to conduct its operations in
an ethical and transparent manner
in practice its commitment
to conduct its operations in
an ethical and transparent manner
Introduced in 1999, Algar Group’s Board of Directors’ mission is to enforce the Company’s sustainability policy by deliberating on its business strategic guidelines, upholding its values and beliefs, and ensuring the balance between family control and professional management.
The Board of Directors’ mission is to monitor and evaluate the corporate policies to examine and approve the annual budget and the business plan proposed by the Executive Board. Moreover, it carries out the control and supervision of the Organization’s performance within a long-term horizon, aimed at ensuring business sustainability, taking into account the interests of all stakeholders.
As set out by the Company’s Bylaws, the Board of Directors should be made up by a majority of independent members. As at December 2011, the Board was composed of eight members, of which five were independent individuals without any bond with the Company or with the family that owns the shareholding control. The Board members are elected at the Annual Shareholders' Meeting for a one-year term, with reelection permitted. The Board meets six times a year on a regular basis, according to a pre-established schedule, and in extraordinary session whenever convened by the chairman.
All the Board's activities follow the guidelines set out by internal policies, which comply with the Brazilian Corporate Law and the Company's Bylaws, and are based on the recommendations contained in IBCG's Code of Good Corporate Governance Practices.
The Board of Directors’ mission is to monitor and evaluate the corporate policies to examine and approve the annual budget and the business plan proposed by the Executive Board. Moreover, it carries out the control and supervision of the Organization’s performance within a long-term horizon, aimed at ensuring business sustainability, taking into account the interests of all stakeholders.
As set out by the Company’s Bylaws, the Board of Directors should be made up by a majority of independent members. As at December 2011, the Board was composed of eight members, of which five were independent individuals without any bond with the Company or with the family that owns the shareholding control. The Board members are elected at the Annual Shareholders' Meeting for a one-year term, with reelection permitted. The Board meets six times a year on a regular basis, according to a pre-established schedule, and in extraordinary session whenever convened by the chairman.
All the Board's activities follow the guidelines set out by internal policies, which comply with the Brazilian Corporate Law and the Company's Bylaws, and are based on the recommendations contained in IBCG's Code of Good Corporate Governance Practices.
| Composition of the Board of Directors on 12/31/2011 | |
|---|---|
| Luiz Alberto Garcia | Chairman |
| Alexandrino Garcia Neto | Member |
| Hélio Marcos Machado Graciosa | Member |
| Darc Antonio da Luz Costa | Member(*) |
| Eduardo Moreira da Costa | Member(*) |
| Geraldo Sardinha Pinto Filho | Member(*) |
| Ozires Silva | Member(*) |
| Walter Fontana Filho | Member(*) |
(* )Independent members
Luiz Alberto Garcia (chairman) – Shareholder and member of the second generation of the family that owns the Algar Group’s shareholding control. Mr. Garcia has a degree in Electronic Engineering from Escola Federal de Itajubá (State of Minas Gerais), and specializations in (i) Global Business Leadership from Georgetown University, Washington, DC (USA); (ii) Leading the Family Business from IMD, Lausanne (Switzerland); and (iii) Owner/President Management Program from Harvard University, Massachussets (USA). He is a former CEO of the Brazilian National Association of Cellular Phone Service Providers (ACEL), member of ANATEL’s Advisory Council, member of the Brazilian Agribusiness Association (ABAG), of TELEBRASIL and SINDITELEBRASIL. He also acted as a Board member at the Orsa Foundation. Besides acting as the chairman of the Algar Group, he is the chairman of the Board of Trustees of CPqD Foundation, member of FIEMG’s Board, member of the Institute for Industrial Development Studies (IEDI), and of the Research Foundation of the Federal University of Uberlândia (FUNDAP).Alexandrino Garcia Neto (member) – Entrepreneur in the Agribusiness segment and a member of Algar’s controlling group.
Hélio Marcos Machado Graciosa (member) – Mr. Graciosa has a bachelor’s degree in Telecommunication Engineering and a master’s degree in Electric Engineering from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ). He is a former Research & Development officer at Telecomunicações Brasileiras S.A. (TELEBRAS), president of Sociedade de Telecomunicações (SBrT) and chairman of the Board of Directors of TELESC and TELEBAHIA. He currently serves as the president of the Telecommunications Research & Development Center (CPqD) in Campinas (State of São Paulo), and of CPqD Technologies & Systems Inc., Fort Lauderdale, Florida (USA), as well as the Institutional Relations officer at Cleartech. He is also the chairman of the Advisory Council and a Board member of TELEBRASIL, in addition to other prominent companies.
Darc Antonio da Luz Costa (independent member) – Mr. Costa has a degree in Engineering from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ), a master’s degree in Production Engineering from the same university and a doctor’s degree in Production Engineering from COPPE/UFRJ. He is a former vice-president of Banco Nacional do Desenvolvimento Econômico e Social (BNDES) (Brazilian National Bank of Economic and Social Development). He is also a member of the Managing Board of the Brazilian Center for Strategic Studies (CEBRES); a Board member and former coordinator of the Center for Strategic Studies of the War College; a president of the Federation of the Chambers of Commerce and Industry of South America; a member of the Brazilian Academy of Moral and Political Sciences and a managing partner of Desenvolvimento, Logística e Cenários Simples Ltda. (DLC).
Eduardo Moreira da Costa (independent member) – He acted as the director of the Innovation Area at the Studies and Projects Funding Institution (FINEP), a public company linked to the Science and Technology Ministry, and member of the Board of Trustees of the Telecommunications Research & Development Center (CPqD). He currently acts as the CEO for 2000ideias.com, and as a professor of the Department of Engineering and Knowledge Management at the Federal University of the State of Santa Catarina (UFSC).
Geraldo Sardinha Pinto Filho (independent member) – Mr. Pinto Filho has a degree in Economics from the Economic Sciences College of Federal University of the State of Minas Gerais and a specialization in Finances from J.L.Kellogg Northwestern University (USA), as well as from The Business School for the World (INSEAD) (France). He is an officer at Sardinha & Sant’Ana Consultoria Empresarial, in which he is a corporate finance consultant for large corporations focusing on value creation. He is a visiting professor at Sauder School of Business – University of British Columbia (Canada), and in The Business School for the World (INSEAD) (France). In addition, he is an associate professor at Fundação Dom Cabral (Brazil). He is a member of the Boards of Directors of Hermis Pardini, Grupo Seculus, Dori Alimentos and Odonto System.
Ozires Silva (independent member) – Mr. Silva has a degree in Aeronautical Engineering from the Technological Institute of Aeronautics (ITA) and a post-graduation degree in Aeronautics from California Institute of Technology (CALTECH), California (USA). He headed the group that created Empresa Brasileira de Aeronáutica S.A. (EMBRAER), a company that he managed between 1970 and 1986 and between 1991 and 1995, when he conducted the company’s privatization process. He acted as the CEO of Petróleo Brasileiro S.A. (PETROBRAS), Brazilian Infrastructure Minister and CEO of Varig S.A. He is currently a member of several trade and civil servant associations and of the Boards of Directors of prominent companies.
Walter Fontana Filho (independent member) – Mr. Fontana Filho has a degree and a post-graduation degree in Economics fromPontifícia Universidade Católica de São Paulo (PUC/SP) and specialization in Marketing Management from Fundação Getúlio Vargas. He is a former CEO and chairman of the Board of Directors of Sadia. He currently sits on the Boards of Directors of the Estado de São Paulo newspaper and the Institute for Industrial Development (IEDI).
Advisory Committees
In order to advise, guide and assess the decision-making process concerning specific topics, three internal specialized standing but non-decision-making committees have provided support to the Algar Group’s Board of Directors since 2005. They consist of members of the Board of Directors and outside experts, appointed on an annual basis by the Board of Directors itself, to which they respond. Each committee is regulated by policy and procedure guidelines, which set up rules for its working process, as well as its duties and responsibilities. Audit and Risk Management: This Committee aims to ensure that the Company’s financial statements are prepared in an appropriate, comprehensive, transparent and trustworthy manner. It also ensures the effectiveness of internal and independent audit processes, as well as internal controls and compliance with the applicable legislation. It also supervises the management of corporate risks. It is made up of five members, three of whom are experts, and meets on a quarterly basis.
Human Talents: This Committee focuses on ensuring the proper conduction of evaluation and development of human talents, within the best people management practices, in accordance with the Algar Group’s different business segments. It is composed of four members, such as includes an advisor and an outside expert. Among the permanent issues that are assessed by this Committee, are noteworthy monitoring the development program for potential successors, leadership development, the organizational climate and the Brazilian labor market scenario.
Corporate Governance: This Committee examines, assesses, monitors and makes proposals for the improvement and effectiveness of the Company’s corporate governance practices, based on the principles of transparency, fairness, accountability and corporate responsibility. This Committee consists of five members, two of whom are independent members.
Family Council
The Family Council was formed in 2002, with the purpose to supervise the common interests of the descending shareholders of the founder Alexandrino Garcia – as well as of their spouses and heirs. The shareholding structure of the family members is reflected in the Company Tree, which consolidates the interests of the three family-run holding companies – Elgar, Lagar and Walgar – from which three representatives of each company take part in the Family Council. At present, the Council is chaired by Eleusa Maria Garcia Melgaço, who also presides the Brazilian segment of the Family Business Network (FBN), an international entity present in 45 countries, with groups over 3,000 associated family-run corporations, created with the purpose of exchanging experiences, promoting and disseminating the best practices. The relationship between the family members and Algar Group is ruled by the Family Constitution. Similar to a company’s bylaws, this constitution determines, for example, that a certain family member who wishes to work in the Corporation should have a qualified educational background, mastery of foreign languages and work experience attained in companies outside the Group. These clear and well-determined rules aim at preventing personal distress and emotional involvement in corporate issues. This is a sound practice that should be performed both internally and externally. After all, the market values the family-run corporations that rely on professional management and transparency.
Over the years, the Family Council has perfected its function. Thus, a number of initiatives were taken, such as the Qualification of Shareholders, Spouses and Heirs Program, aimed at preparing the individual to perform the role of shareholder, contributing to the development of his/her life plan.
The Family Council meets every two months, open to all shareholders, with the purpose to validate and execute the Constitution, thus avowing the Family’s governance with regard to its three fundamental rules: the family as family, the family as owner, and the family as worker. The minutes and the other matters of interest to the family members are published in the Family Portal, which also serves as a tool for the integration between the family members.
Board of Executive Officers
The Board of Executive Officers is responsible for executing the management policies, in accordance with the guidelines set out by the Board of Directors, by common law or by the Company’s Bylaws, and represents the main executive body of the Holding Company. The Board of Executive Officers is composed of executives with broad professional experience, who meet once a week on a regular basis, or whenever deemed necessary, with the purpose of aligning and making decisions on strategic corporate issues. It is composed of up to five members, of whom one is the CEO and four executive officers who act in specific areas.| Composition of the Board of Executive Officers on 12/31/2011 | |
|---|---|
| Luiz Alexandre Garcia | Chief Executive Officer (CEO) |
| Cícero Domingos Penha | Human Talents Officer |
| Eliane Garcia Melgaço | Marketing and Sustainability Officer |
| Marcelo Mafra Bicalho | Chief Financial Officer (CFO) |
| Mauri Seiji Ono | Corporate Strategy Officer |
Luiz Alexandre Garcia (CEO) – Economist graduated at the Universidade Gama Filho, State of Rio de Janeiro (Brazil), with specialization courses in (i) Marketing, from the American University of Paris (France); (ii) MBA from the Catholic University of America, Washington, DC (USA); (iii) Leading the Family Business and (iv) Program for Executive Development, both from IMD, Lausanne (Switzerland). He worked at IFC/World Bank, Washington, DC (USA), Ericsson, Dallas (USA) and São Paulo, as well as in Groupe Bull (France). He served as the president of the Commercial and Industrial Association of Uberlândia (Aciub) for two terms, and as the president of the Brazilian National Association of Celullar Phone Service Providers (ACEL). He belongs to the third generation of Algar Group’s controlling family and has acted as the Algar Group’s CEO since 2006.
Cícero Domingos Penha (Human Talents officer) – He holds a degree in Law from the Federal University of Uberlândia (State of Minas Gerais), with executive specialization in Strategic People Management from INSEAD (France), and in Human Resources Leadership from IMD (Switzerland). Mr. Penha has over a 30-year experience in Human Talents Management. He has published several articles on people management and is the author of the books Atitude É Querer (Attitude is Wanting) (Qualitymark Publisher), Empresa Rede (Network Company) and Empresa Rede no Foco do Cliente (Network Company on the Client’s Viewpoint) (both by Sabe Publisher).
Eliane Garcia Melgaço (Marketing and Sustainability officer) – Ms. Melgaço has a degree in Business Administration from Pontifícia Universidade Católica de Minas Gerais (PUC/MG) and specializations in (i) MBA from the Catholic University, Washington, DC (USA); (ii) Leading the Family Business from IMD (Switzerland); and (iii) PGA from INSEAD, Fontainebleau (France). She worked for Banco Nacional, Cartão Unibanco and ATL in the Commercial Relations and Marketing areas. She belongs to the third generation of Grupo Algar’s controlling family. At present, she acts as the Algar Group’s Marketing and Sustainability officer.
Marcelo Mafra Bicalho (CFO) – He holds a degree in Metallurgical Engineering from the Federal University of the State of Minas Gerais, with post-graduation degree in Financial Administration from the João Pinheiro Foundation (State of Minas Gerais). Mr. Bicalho has over a 25-year experience as CFO, including large multinational and national conglomerates, such as SAP, SKY, MetroRed, Proceda, Lucent and Sharp Group. He has acted as the Algar Group’s CFO since 2009.
Mauri Seiji Ono (Corporate Strategy officer) – Mr. Ono holds a degree in Electric Engineering with emphasis on Electronics from Faculdade de Engenharia Industrial (FEI), with a post-graduation degree in Business Administration from Fundação Armando Álvares Penteado (FAAP) and MBA in Corporate Management from Fundação Getúlio Vargas de São Paulo (FGV/SP). Mr. Ono holds over a 21-year professional experience in the telecom industry, with emphasis on the Commercial and New Business Development areas. He also acts as the director of the Brazil-China Corporate Council (CEBC). As of 2002, he's begun to hold positions in several companies of Algar Group.
Auditing
In order to continuously enhance its corporate governance practices, Algar Group has been subjected to both internal and external auditing since 1988. Both audit teams report directly to the Board of Directors, through the Audit and Risk Management Committee, and in functional terms they report to the Group’s Holding Company, so as to ensure autonomy and independence of operations.The Internal Audit Committee consists of 12 people, with no hierarchical connection with the subsidiaries, which ensures the prevention of conflicts of interests. This Committee aims to assess and propose improvements in the Company's controlling processes, with a view to achieving maximum efficiency. In 2011, 24 auditing processes were carried out, totaling 13,200 working hours (12,900 in-house working hours).
The Company also hires independent auditing services, which have been provided by KPMG Auditores Independentes since 2009, with the purpose to assess the Company’s reporting standards, as well as its compliance with the current accounting rules and tax legislation.
Code of Ethics
Algar Group has adopted a Code of Ethics since 1996, with the purpose to set out the corporate conduct rules and guidelines to be followed by all associates, based on the Company’s principles and values. This document translates into everyday practices, in a clear and straightforward manner, the Company’s commitment to having a lasting and reliable relationship, based on ethics and integrity, with all its stakeholders: associates, clients, suppliers, the community and shareholders. This document is part of the Group’s Human Talents overall policy and was subject to approval by all relevant parties, including the Associates Committee, the Executives’ Meeting and the Board of Directors, and was made available on the Company’s website for general consultation.
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