Board and Comittes

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.

Name Position
Lars Boilesen Chairman

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 Member

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 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.

Fiamma Zarife Independent Member

Fiamma 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. Currently, she holds the position of General Manager of Twitter in Brazil, where she is responsible for developing the company’s business strategy in Brazil.

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 Independent Member

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.

Carlos Augusto Leone Piani Independent Member

Carlos Augusto Leone Piani is an independent member of the board of directors. Additionally, he is a Chartered Financial Analyst Charterholder for the CFA Institute. He also participated in the Harvard Business School Owner/President Program (in 2008). He was CEO of Kraft Heinz in Canada (in 2018). He is currently a director of Equatorial Energy and the director who is responsible for Strategic Initiatives and Global Mergers and Acquisitions at Kraft Heinz.

Carlos Augusto Leone Piani 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.

Roger Solé Rafols Independent Member (Substitute)

Roger Solé Rafols is a substitutes independent member of the board of directors. He has 23 years of experience in telecommunications, in the areas of marketing, product development, innovation, strategy and P&L management. Mr. Rafols has held the position of vice-president of marketing (CMO) of WeWork since April 2020. Previously, he served as CMO of Sprint Corporation from 2015 to 2020, where he played a key role in the company’s turnaround and merger process with T-Mobile. Prior to that, he held the position of CMO (from 2009 to 2015) and director of consumer marketing (from 2009 to 2011) at Tim Brasil.

 

Executive Board

The Executive Board shall be composed of no more than 3 (three) members residing in Brazil, shareholders or otherwise, elected by the Board of Directors for a term of 3 (three) years — re-election permitted — of whom one Chief Executive Officer, one Chief Financial and Investor Relations Officer (whose position may be absorbed by the Chief Financial Officer) and one Chief Marketing Officer. All members shall be elected and dismissed at any time by the Board of Directors. If the position of Investor Relations Officer is not combined with that of Chief Financial Officer, the Executive Board shall be composed of 4 (four) members.

Name Position
Pedro Santos Ripper Chief Executive Officer

Pedro Santos Ripper is the Chief Executive Officer of the Company. In addition, he is a Member of the Board of Directors of Iguatemi Empresa de Shopping Centers, Positivo Tecnologia S.A., BR Distribuidora and Mobicare Ltda. and Chief Executive Officer of the Company since July 2013. He was Executive Director of Oi S.A. (2008 to 2013), Chief Executive Officer and President of Cisco Systems (2003 to 2008) and Executive Director of Promon (2000 to 2003).

Pedro Santos Ripper 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.

André Pinheiro Veloso Investor Relations Officer

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.

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.

 

Name Position
Maria Salete Garcia Pinheiro Member

Maria Salete Garcia Pinheiro is a member of the Audit Committee. Additionally, she is a member of the Board of Directors and Fiscal Council, in addition to Audit Committees. She was an Independent Auditor for 38 years at PwC, with 23 years as an audit partner. She joined in the executive body of PwC in Brazil with functions responsible for the human resources at the Rio de Janeiro office from 1995 to 2000; from 2003 to 2008 she was appointed to lead the firm’s operations in the North and Northeast regions and from 2008 to 2018 returning to Rio de Janeiro she was responsible for the business expansion area with a focus on family businesses. During her career in auditing, she worked in the financial, insurance, consumer products, energy, infrastructure, real estate development segments.

Maria Salete Garcia Pinheiro 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

Carlos Augusto Leone Piani Member

Carlos Augusto Leone Piani is a member of the audit committee. Additionally, he is a Chartered Financial Analyst Charterholder for the CFA Institute. He also participated in the Harvard Business School Owner/President Program (in 2008). He was CEO of Kraft Heinz in Canada (in 2018). He is currently a director of Equatorial Energy and the director who is responsible for Strategic Initiatives and Global Mergers and Acquisitions at Kraft Heinz.

Carlos Augusto Leone Piani 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.

Manuel Luíz da Silva Araújo Member

Manuel Luíz da Silva Araújo is a member of the Company’s Audit Committee. Additionally, he has 47 years of professional experience in accounting auditing and in risk management consulting, internal controls, and internal auditing, in jobs carried out for the most diverse types of clients at PricewaterhouseCoopers (PwC) Brazil, where he retired on June 30 de 2014. He worked for 41 years at PwC, 25 years as a partner responsible for consulting and independent audit projects. He has worked for clients in the most varied segments of the economy, with a predominant performance in recent years in financial institutions and insurance companies. As a consulting partner at PwC, he was responsible for conducting several consultancy projects on Internal controls, risk management and compliance, including adaptation to Section 404 of the Sarbanes-Oxley Act, for companies registered with the SEC. He was responsible for consulting and outsourcing projects in Internal Audit at PwC offices in São Paulo and Rio de Janeiro. Prior to acting as a business consultant, still at PwC, he served as an independent auditor of financial statements for several relevant companies in the national scenario, both in the industrial area and financial institutions, in the offices of Rio de Janeiro, Vitória, Porto Alegre and São Pualo. For the past six years, he has served as a member of Audit Committees and Fiscal Council, notably Transportadora Brasileira Gasoduto Bolivia-Brasil SA (TBG), Grupo Icatu Seguros SA and Grupo HDI Seguros SA, in addition to acting in management services consultancy risk management and internal audit in an aviation company in Brazil. He joined PwC Brasil in 1973, in the area of ​​independent auditing in Rio de Janeiro. In addition to Rio de Janeiro, he worked in the offices of Vitória-ES, Porto Alegre-RS and São Paulo-SP. At the Rio de Janeiro office he was responsible for the Midle Market area, both for external audit and consultancy work. In São Paulo he was responsible for outsourcing projects in compliance and internal auditing. He has great knowledge in accounting auditing of financial statements, in corporate governance, risk management, internal controls and internal auditing, having provided services of this nature in large and medium-sized organizations. This experience included not only the relationship with the Boards of Directors and Audit Committees of the companies where he worked, as well as the evaluation of his structure and performance. In the scope of internal auditing, he developed work on structuring the areas, developing audit plans, and executing works themselves and presenting them to shareholders (Boards of Directors and Audit Committees).

Rodin Spielmann Member

Rodin Spielmann de Sa was the Chief Financial and Investor Relations Officer of the Company. He was Chief Financial and Investor Relations Officer of Ideiasnet (2001 to 2010), Chief Financial Officer of Brasif (2010 to 2012), Investment Banker at Banco Brasil Plural (2012 to 2014) and Chief Financial Officer of Wide Educação (2016 to 2018).

Rodin Spielmann de Sa 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.