Board of Directors
The board of directors must have a minimum of 3 (three) and a maximum of 5 (five) members, and with up to the same number of substitutes, for a two-year term, including a Chairman and a Vice-President, elected by the Board of Directors, at least 2 (two) or 20% of the members of the board shall be independent, whichever is greater, comply with the Novo Mercado regulations, and the directors are elected as a body at our annual shareholders’ meeting and the independent directors shall be decided at the general meeting that elects them.
Lars Boilesen is the chairman of the Company. He holds a BA in Economics and Business Administration from Aarhus School of Business and a postgraduate degree from Kolding Business School. He held the position of Regional Director at Lego Group from 1993 to 1997, where he developed the market for the company in Russia. From 1998 to 2005, he held the positions of Marketing Director for Northern Europe and Asia Pacific regions and was also the Vice President of Global Sales at Tandberg. He then worked at Alcatel-Lucent as CEO for the Nordic and Baltic countries from 2005 to 2009. At Opera (Otello Corporation ASA), he was Executive Vice President of the Sales and Marketing department from 2000 to 2005, and a member of the company’s board of directors from 2007 to 2009. Since 2010, Mr. Boilesen has been CEO of Otello.
Lars Boilesen declared for all legal purposes that, over the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Pedro Santos Ripper is a member of the board of directors. Additionally, he is also a member of the board of directors of Iguatemi Empresa de Shopping Centers, Positivo Tecnologia S.A., GlobeNet e Mobicare Ltda. and our CEO (since July 2013); He was executive officer of Oi S.A. (from 2008 to 201)3, CEO and President of Cisco Systems from 2003 to 2008 and executive officer of Promon (from 2000 to 2003).
Pedro Santos Ripper holds a Master’s degree in Computer Engineering from PUC Rio, a specialisation course in the Advanced Management Program from Harvard Business School and the Singularity Executive Program from Singularity University.
Pedro Santos Ripper declared for all legal purposes that, over the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Silje Christine Augustson has 30 years of experience in financial investments, investment strategy, capital markets, and strategic planning. Since 2023, she has served as Strategic Advisor to the CEO and the Board at Carbonor AS, and since 2017, she has been the Founder and CEO of Esperance Lifestyle SA. Silje also serves as a member of the Board of Directors at Otello ASA, Scana ASA, Horisont Energi AS, and Vital Voices. Previously, Ms. Augustson served from 2020 to 2022 as Strategic Advisor to the general investment portfolio at Perestroika; from 2014 to 2017 as CEO and Chairwoman of the Norwegian Energy Company; and from 2005 to 2014 as CEO of Peak Alliance Limited, an advisory firm focused on alternative impact investment companies. Earlier in her career, she held positions in Business Development at Theorema Asset Management (London), as M&A Advisor at Brunswick Group (London), and in Equity Research at JP Morgan (London).
Silje Christine Augustson has declared, for all legal purposes, that over the past five years she has not been subject to any criminal conviction, any sanction or penalty imposed in administrative proceedings before the CVM (Brazilian Securities and Exchange Commission), or any final judicial or administrative ruling resulting in suspension or disqualification from engaging in any professional or commercial activity. She has further declared that she is not considered a Politically Exposed Person (PEP) under the applicable regulations.
Fiamma Orlando Zarife is an independent member of the board of directors. In 1999, she joined ATL – Algar Telecom Leste where she began a 15-year career in telecommunications, with experience at TIMnet, Oi, Claro and Samsung, working in the areas of Value-Added Service and Innovation, she was responsible for launching solutions such as SMS, Mobile TV, Mobile Banking Mobile Advertising and Broadband. Between 2015 and 2022, she held the position of General Manager of Twitter in Brazil, where she was responsible for developing the company’s commercial strategy in Brazil. Currently, the executive leads Airbnb’s operation in South America.
Fiamma Zarife declared for all legal purposes that, over the last 5 years, she has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, she declares that she is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Francisco Tosta Valim Filho is an independent member of the board of directors. He was CEO of Nextel Telecommunications Ltda., which is a subsidiary of NII Holdings, Inc, a mobile communications services company whose headquarters is located in Reston, Virginia, United States. In Brazil, operations began in 1997 with the push to talk (PTT) trunked radio system. As of 2010, the company was authorized by Anatel to enter the Personal Mobile Service (SMP) obtaining licenses for national third and fourth generation (3G and 4G) voice and data coverage. Mr. Valim was also the CEO of Via Varejo S.A. and of Oi S.A.
Franciso Valim declared for all legal purposes that, over the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
O Sr. Roberto Rittes é administrador formado pela FGV/EAESP, com mestrado (MBA) pela Harvard Business School. Foi CEO da Tempo Assist em 2021 e da Nextel Brazil/NII Holdings (NASDAQ: NHID) de 2017 a 2020 e head of value creation no Brasil do fundo de investimento americano HIG Capital entre 2016 e 2017. Anteriormente foi COO e CFO da Boa Vista SCPC de 2013 a 2016, e CFO da Estre Ambiental em 2012. Trabalhou para a Oi Telecomunicações de 2008 a 2011, ocupando a posição de CEO da Oi Paggo, Fintech de pagamentos, e para a Brasil Telecom de 2004 a 2008, onde, entre outras funções, foi diretor geral da sua unidade de serviços móveis (Brasil Telecom Celular). Roberto começou sua carreira na área de finanças corporativas do Banco UBS em Nova York, onde trabalhou de 1998 a 2002 e ocupou a posição de diretor associado. Hoje é conselheiro da Bemobi (BVMF: BMOB3), da Atiaia Renováveis, geradora de energia do Grupo Cornélio Brennand, do Nucel, operação de celular do Nubank (NASDAQ: NU), e da Associação Comunitária Despertar, ONG voltada para a educação profissionalizante. Anteriormente, foi conselheiro da Unifique (BVMF: FIQE3), do Latam Growth SPAC (NASDAQ: LATGU), ICE (Oslo: AI6.F), Atento (NYSE: ATTO), Office Total e Grupo NZN.
Felipe Valdés Arrieta is an alternate member of the Company’s Board of Directors. Member of the Board, Angel Investor and Mentor at A&I Basant, in 2000 he co-founded Tiaxa, of which he was CEO from 2002 until December 2023. He was also VP Latam and VP Microfinance at Bemobi from 2021 to 2023. He co-founded Patagonia Sur, a for-profit conservation company that protected and monetized ecosystems in Chilean Patagonia. He graduated with honors in Mechanical and Aerospace Engineering from Princeton University. Felipe Valdés has declared for all legal purposes that, in the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any final conviction, in the judicial or administrative sphere, which would have the effect of suspending or disqualifying him from practicing any professional or commercial activity. In addition, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Executive Board
The Board will be composed of up to 4 (four) members, residing in Brazil, whether shareholders or not, elected by the Board of Directors, for a term of 2 (two) years, with the possibility of reelection. The Board will consist of one Chief Executive Officer, one Chief Financial Officer and Investor Relations Director (whose position may be held by the Chief Executive Officer or Chief Financial Officer), and one Director without Specific Designation, all elected and removable at any time by the Board of Directors.
Pedro Santos Ripper is a member of the board of directors. Additionally, he is also a member of the board of directors of Iguatemi Empresa de Shopping Centers, Positivo Tecnologia S.A., GlobeNet e Mobicare Ltda. and our CEO (since July 2013); He was executive officer of Oi S.A. (from 2008 to 201)3, CEO and President of Cisco Systems from 2003 to 2008 and executive officer of Promon (from 2000 to 2003).
Pedro Santos Ripper holds a Master’s degree in Computer Engineering from PUC Rio, a specialisation course in the Advanced Management Program from Harvard Business School and the Singularity Executive Program from Singularity University.
Pedro Santos Ripper declared for all legal purposes that, over the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
André has over 20 years’ experience in corporate finance, mergers and acquisitions and the capital market. He has been serving as CFO for the past 11 years in companies from various segments, namely Time for Fun, Halex Istar (a private equity investee), Unipar Carbocloro and iG/Oi Internet. He is a graduate of Economics from the University of Brasilia, has an MBA in Finance from Ibmec and attended the General Management Program at Harvard Business School. He was a member of the fiscal council and the board of directors of several companies between 2009 and 2016.
André Pinheiro Veloso declared for all legal purposes that in the last 5 years he was not subject to the effects of any criminal convictions, any convictions or imposition of penalty in administrative proceedings at the CVM, or any sentence passed into matter adjudged in the judicial or administrative areas leading to suspension or non-qualification for the practice of any professional or commercial activity. In addition, he declares he is not considered a Politically Exposed Person pursuant to the applicable law.
Stricker brings more than 20 years of experience in the telecommunications and technology market, leading sales, marketing and innovation structures for companies in B2B and B2C segments. Stricker assumed the role of Managing Director of Blackberry in Brazil and Latin America until 2016 and in the last 5 years he held leadership positions at TIM Brasil, such as VP of Consumer and SMB sales and more recently as CMO of the company. He holds a degree in business administration from PUC-RS with a specialization in systems analysis.
João Stricker declared for all legal purposes that, over the last 5 years, he has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Fiscal Council
The Company will have a non-permanent Fiscal Council, composed of a minimum of 3 (three) and a maximum of 5 (five) members, as well as an equal number of alternates, who may be shareholders or not, elected by the General Shareholders Meeting. All members must reside in the country and meet the requirements and prohibitions established by Law No. 6.404/76, with the duties, powers, and competencies provided by law.
Marco Norci Schroeder is an economist graduated from the Federal University of Rio Grande do Sul (UFRGS), with a specialization in Management (GMP) from Harvard Business School. He has built a career in the communication and telecommunications industry over the past 30 years, serving as director and president of various companies in the sector. He has been a member of the Fiscal Council at Fundação Atlântico for approximately 10 years, is currently a member of the Fiscal Council at Vasco da Gama SAF, and has been a deliberative councilor at Sistel since December 2008, where he has also served as chairman of the council. He has been a member of the Board of Directors at Telebras S.A. since August 2023.
Marco Norci Schroeder declared for all legal purposes that, over the last 5 years, she has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, she declares that she is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Fernando Dal-Ri Murcia holds a bachelor’s degree in Business Management from Webber International University (Florida, USA), a bachelor’s degree in Accounting from Universidade do Vale do Itajaí, and a bachelor’s degree in Law from Universidade Paulista. He holds a Master’s degree in Accounting from the Federal University of Santa Catarina, with concentrations in corporate accounting, accounting fraud, and financial markets, and a Ph.D. in Accounting and Controllership from FEA-USP, with research focused on corporate accounting, IFRS, corporate governance, and capital markets. He is a tenured Professor at the School of Economics, Business Administration and Accounting (FEA) at the University of São Paulo – São Paulo campus, teaching undergraduate, master’s, and doctoral courses. He is also a visiting professor at the USP Law School (Faculdade de Direito do Largo São Francisco), where he teaches courses on “Law and Accounting.” Additionally, he serves as Director of Projects and Research at the FIPECAFI Foundation (Accounting, Actuarial, and Financial Research Institute). Fernando is the Chair of the Audit Committee at Cruzeiro do Sul Educacional, and a member of the Audit Committees at Banco de Brasília (BRB), Locaweb, and Tegma. He also serves as a member of the Fiscal Council at Copasa/Copanor and Terra Santa Agro. In previous years, he has served as a member of the Fiscal Council or Audit Committee of other companies, including Via Varejo S.A., Grupo Pão de Açúcar, and Renova Energia, among others.
Fernando Dal-Ri Murcia has declared, for all legal purposes, that over the past five years he has not been subject to any criminal conviction, any sanction or penalty imposed in administrative proceedings before the CVM (Brazilian Securities and Exchange Commission), or any final judicial or administrative ruling resulting in suspension or disqualification from engaging in any professional or commercial activity. He has further declared that he is not considered a Politically Exposed Person (PEP) under the applicable regulations.
Luis Santos holds a degree in Accounting with an Executive MBA from Coppead/UFRJ and has over 25 years of experience in leadership positions in the financial area. Throughout his career, he has worked in various sectors such as telecommunications, services, internet, shipbuilding, offshore navigation, retail, and the pharmaceutical, chemical, and beverage industries. In recent years, he served as CFO at Mr. Cat (fashion retail) and as Controller at HalexIstar Pharmaceutical Industry, both invested by HIG Capital. Previously, he worked as a controller at Grupo CBO, Unipar Carbocloro, and Contax, publicly traded companies, and he has been serving as CFO of Cellera Pharmaceutical since March 2023.
Luis Santos declared for all legal purposes that, over the last 5 years, she has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, she declares that she is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Diego Marcelo Parente holds a degree in Business Administration from the Federal University of Santa Catarina, an MBA in Finance from FGV, and a course in Executive Management from Ohio University. He started his career in Finance as a trainee at TOTVS. He later built his career at companies such as Raízen, Pátria, and T4F Entretenimento, where he served as CFO and Investor Relations Director. He is currently the CFO for Brazil at Capco, a consultancy based in London and a subsidiary of Wipro Technologies.
Diego Marcelo Parente declared for all legal purposes that, over the last 5 years, she has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, she declares that she is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Raquel Wille Sarquis is a Professor (Ph.D.) at the Department of Accounting and Actuarial Sciences of the School of Economics, Business Administration and Accounting (FEA) at the University of São Paulo (USP). She holds a postdoctoral degree from Duke University (USA), a Ph.D. in Controllership and Accounting from the University of São Paulo – FEA-USP (2019), and a Master’s degree in Controllership and Accounting from the same institution (2015), for which she received the Best Master’s Dissertation Award. She earned her bachelor’s degree in Accounting from the Federal University of Paraná (UFPR) in 2013, where she was recognized with the Best Academic Performance Award and the Certificate of Honor to Merit from the Regional Accounting Council of Paraná (CPC-PR) and the Accounting Sciences Academy of Paraná. Her academic research has been published in national and international journals and presented at academic conferences, with a focus on Financial Accounting and IFRS. A project derived from her doctoral thesis was selected for the research program “Inform the IASB Standard Setting Process”, developed by the International Association for Accounting Education & Research (IAAER) in partnership with KPMG and the International Accounting Standards Board (IASB). She also worked in the Risk & Quality area at PwC Brazil in 2019. Currently, she serves as Coordinator of the Corporate Accounting Laboratory (LPCS) at FEA-USP and as an alternate member of the Fiscal Council at Ânima Educação, Vivara, and the FIPECAFI Foundation (Accounting, Actuarial, and Financial Research Institute).
Raquel Wille Sarquis has declared, for all legal purposes, that over the past five years she has not been subject to any criminal conviction, any sanction or penalty imposed in administrative proceedings before the CVM (Brazilian Securities and Exchange Commission), or any final judicial or administrative ruling resulting in suspension or disqualification from engaging in any professional or commercial activity. She further declares that she is not considered a Politically Exposed Person (PEP) under the applicable regulations.
Graduated in Accounting from PUC/SP, with a career starting in Big4 outsourcing (Arthur Andersen/Deloitte) and extensive experience in performing various activities. Active participation in the IPO of JHSF. Responsible for consolidations, preparation of financial statements, reporting to CVM, and support to the IR area. Handling inspections at all levels (municipal, state, and federal). Preventive internal consulting, corporate and tax planning with analysis of current legislation, tax benefits, special regimes, tax credit compensations, and litigation control. Development and implementation of internal controls in processes and systems.
Érica Lima Maimone declared for all legal purposes that, over the last 5 years, she has not been subject to the effects of any criminal conviction, any conviction or any conviction in administrative proceedings at the CVM and penalties applied and Any conviction declared in a judgment, in the judicial or administrative sphere, which has suspended or disqualified the administrator for any professional or commercial activity. Additionally, she declares that she is not considered a Politically Exposed Person, under the terms of the applicable regulations.
Committees
The Board of Directors may create advisory committees, which are responsible for analyzing and discussing the matters defined as within its competence, as well as formulating proposals and recommendations for deliberation by the Board of Directors. The committees may act, among others, in the following areas: (i) strategic and financial, (ii) corporate governance, conduct and ethics, and (iii) management compensation and executive development. The Company does not have statutory advisory committees.
Certified Public Accountant, holding Executive and Finance MBAs, with a strong background in financial management and controllership, particularly in the telecommunications and retail sectors, as well as in corporate governance, working closely with Boards of Directors and Committees of publicly listed companies. Over the past five years, he has served as Controllership Director, acting as the technical officer responsible for financial statements, and has played a key role in implementing the Judicial Reorganization Plan of a major telecommunications company. His responsibilities included providing technical, accounting, and corporate support in M&A transactions related to the divestment of Mobility, Neutral Fiber Network, and Data Center businesses. In the past year, he was invited to take on the challenge of contributing to the rebuilding of the accounting, financial, and operational credibility of Americanas, which was crucial for the recent approval of its Judicial Reorganization Plan. He has also been responsible for managing the company’s entire tax process, from planning and operations to litigation. In parallel, David serves as a Certified Fiscal Council Member (ICSS-certified) at a Private Pension Fund with over R$20 billion in assets under management.
David Tavares Neves Nunes has declared, for all legal purposes, that over the past five years he has not been subject to any criminal conviction, any sanction or penalty imposed in administrative proceedings before the CVM (Brazilian Securities and Exchange Commission), or any final judicial or administrative ruling resulting in suspension or disqualification from engaging in any professional or commercial activity. He further declares that he is not considered a Politically Exposed Person (PEP) under the applicable regulations.
Maurício Fernandes Teixeira holds a degree in Electronic Engineering from the Federal University of Rio de Janeiro (UFRJ) and a master’s degree in Mathematical Methods in Finance from IMPA. He has also completed executive education programs at Harvard, Wharton, and Fundação Dom Cabral. He began his career at Banco BBM, led the financial planning area at Telemar, and served as CFO of companies invested by private equity funds such as GP Investments, Advent International, and Vinci Partners. He was Chief Financial and Investor Relations Officer at Localiza Rent a Car S.A. and CFO at Hapvida Intermédica, where he also served as a member of the Board of Directors. He is currently the CFO of Unico ID Tech and a board member at Skillhub Tecnologia.
Maurício Fernandes Teixeira has declared, for all legal purposes, that in the past five years he has not been subject to any criminal conviction, any conviction or sanction in administrative proceedings before the CVM, or any final judicial or administrative decision that resulted in suspension or disqualification from engaging in any professional or commercial activity. Additionally, he declares that he is not considered a Politically Exposed Person, as defined by applicable regulations.
O Sr. Roberto Rittes é administrador formado pela FGV/EAESP, com mestrado (MBA) pela Harvard Business School. Foi CEO da Tempo Assist em 2021 e da Nextel Brazil/NII Holdings (NASDAQ: NHID) de 2017 a 2020 e head of value creation no Brasil do fundo de investimento americano HIG Capital entre 2016 e 2017. Anteriormente foi COO e CFO da Boa Vista SCPC de 2013 a 2016, e CFO da Estre Ambiental em 2012. Trabalhou para a Oi Telecomunicações de 2008 a 2011, ocupando a posição de CEO da Oi Paggo, Fintech de pagamentos, e para a Brasil Telecom de 2004 a 2008, onde, entre outras funções, foi diretor geral da sua unidade de serviços móveis (Brasil Telecom Celular). Roberto começou sua carreira na área de finanças corporativas do Banco UBS em Nova York, onde trabalhou de 1998 a 2002 e ocupou a posição de diretor associado. Hoje é conselheiro da Bemobi (BVMF: BMOB3), da Atiaia Renováveis, geradora de energia do Grupo Cornélio Brennand, do Nucel, operação de celular do Nubank (NASDAQ: NU), e da Associação Comunitária Despertar, ONG voltada para a educação profissionalizante. Anteriormente, foi conselheiro da Unifique (BVMF: FIQE3), do Latam Growth SPAC (NASDAQ: LATGU), ICE (Oslo: AI6.F), Atento (NYSE: ATTO), Office Total e Grupo NZN.