Corporate
Governance
Structure

 

 

Shareholders' Meeting   The Shareholders' Meeting takes place ordinarily once per year in order to make resolutions on Board of Directors proposals regarding mergers, capital increases, choosing a specialized company to draft the share assessment report and matters regarding the company's social object and its permanence in the Novo Mercado. Multiplus also held two extraordinary meetings in 2012: in July (to decide on granting share purchase options) and in September (regarding changes to the Articles of Incorporation, appointment of two members to the Board of Directors, and approval of Board member payments). Fiscal Council   The Fiscal Council was instituted in 2012 by a minority shareholder. Its main duties during the year were to oversee administration activities as well as to examine and provide opinions on accounting statements and proposals put to the shareholders' meetings. This is a non-permanent body, with a validity of one year.

Corporate Governance Structure

 

Members of the Fiscal Council
Edvaldo Massao Murakami
Antonio Fernando Siqueira Rodrigues
Antonio Sergio Bartilotti
Nilton Maia Sampaio
Eduardo Grande Bittencourt

 

 

Board of Directors

 

The Board of Directors is responsible for providing the business with general strategic guidelines. Among its duties are: appointing and removing company officers, establishing their positions and duties, overseeing them and distributing the global remuneration established by the Shareholders' Meeting to them; providing an opinion on the administration report and the Executive Board's accounts; appointing and removing independent auditors; approving the annual business budget plans; and the development plans for the company and its controlled companies.

 

This body is comprised of five members, one of whom is independent (Chairman) and four of whom represent the company's controlling bloc and shareholders. All are appointed to a reelectable two-year term.

 

Members of the Board Of Directors
Antônio Luiz Rios da Silva	Independent chairman
José Edson Carreiro	Board member
Enrique Cueto Plaza	Board member
Maurício Rolim Amaro	Board member
Roberto Alvo Milosawlewitsch	Board member

 

 

Audit and Finance Committee

 

The Audit and Finance Committee is, among other things, responsible for assessing the company's accounting statements, discussing and recommending approval of the annual budget proposed by the Executive Board, monitoring the budget and fulfillment of targets defined, requesting that the Board of Directors approve investments that are outside of the Executive Board's authority, and ensure that the role of internal auditing is correctly performed. It is comprised of three members, all of whom have a one-year term.

 

Audit and Finance Committee Members
Antonio Luiz Rios da Silva
Roberto Alvo Milosawlewitsch
José Edson Carreiro

 

 

Human Resources Committee

 

Established in March 2012, this committee has various duties related to talent and payment policies and practices at Multiplus, such as: assessing payment practices and policy for the employees and members of the Board of Directors; assessing talent development and retention programs; developing succession plans for employees and officers; and overseeing organizational climate surveys. It includes two members, both of whom serve a one-year term.

 

Human Resources Committee Members
Maurício Rolim Amaro
Enrique Cueto Plaza

 

 

Audits

 

Multiplus monitors the efficacy of its internal controls through Internal Corporate Auditing, aimed at always perfecting its processes. Moreover, Multiplus has the support of an external audit done by PricewaterhouseCoopers, which is responsible for auditing the company's accounting statements.

 

 

Executive Board

 

The Executive Board is responsible for the general running and representation of the business. According to the Articles of Incorporation, it is comprised of at least two and at most five members who may or may not be shareholders, who reside in Brazil, who can be appointed and removed at any time by the Board of Directors, and who serve a re-electable three-year term.

 

Executive Board Members
Name	Position	Statutory
Eduardo Campozana Gouveia	Chief Executive Officer	Yes
Sandoval Martins Pereira	Chief Finance and IR Officer	Yes
Alexandre Moshe Parczew	Chief Commercial Officer	No
Ricardo Birtel	Chief Operating and IT Officer	No

 

To find out more about board members, including their experience, access the Reference Form available at www.cvm.gov.br or at the company's website at www.multiplusfidelidade.com.br/ir.