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 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.

Fiamma Zarife Independent Member

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 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.

Roberto Rittes de Oliveira Silva Independent Member

Roberto Rittes de Oliveira Silva is a member of the Company’s Board of Directors. He graduated as an administrator from FGV and has a master’s degree from Harvard Business School. He was CEO of Tempo Assist in 2021, CEO of Nextel Brazil/NII Holdings from 2017 to 2020, head of value creation at Hig Capital between 2016 and 2017. With over 20 years’ experience in finance, he was CFO of Boa Vista SCPC from 2013 to 2016, and CFO of Estre Ambiental from 2011 to 2012. He worked for Oi Telecomunicações from 2004 to 2011, holding the position of CEO of Oi Paggo from 2008 to 2011. He is a board member of Latam Growth Spac, ICE, Atento, Associação Comunitária Despertar, and was a board member of Grupo MGB, Quero Quitar, Office Total and NZN.

Roberto Rittes 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 an alternate member of the Company’s Board of Directors. He has 25 years of experience in telecommunications involving marketing, product development, innovation, strategy and P&L management. Mr. Solé has been Vice President of Marketing at Vix, TelevisaUnivision’s streaming service, since January 2022. Previously he served in 2020/21 as Global Vice President of Marketing (CMO) at WeWork. Previously, he served as CMO at Sprint Corporation from 2015 to 2020, where he played a fundamental role in the company’s turnaround and merger with T-Mobile. Prior to that he held the positions of Chief Marketing Officer (2009-2015) and Director of Consumer Marketing (2009-2011) at Tim Brasil.

Previously, he was Marketing Director (2006-2008) and Director of Value-Added Products and Services (2001-2006) at Vivo, having also worked at DiamondCluster, now Oliver Wyman (1996-2001). He has a degree in Business and a Master’s degree in Business Administration from ESADE (Escuela Superior de Administración y Dirección de Empresas), Barcelona, and a postgraduate degree in Audiovisual Business Management from UPF (Universitat Pompeu Fabra), Instituto Desarrollo Continuo (IDEC), Barcelona. He also attended the MBA Exchange program at UCLA (University of California), Los Angeles; Advanced Management Program (Senior Management Development Program) at IESE Business School, Universidad de Navarra, São Paulo-Barcelona; and an executive education program in Finance and Strategy for Value Creation at Wharton, University of Pennsylvania, Philadelphia.

Roger Solé Rafols 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.

Felipe Valdés Arrieta Member (Substitute)

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.

Name Position
Pedro Santos Ripper Chief Executive Officer

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 Pinheiro Veloso Chief Financial and 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.

João Stricker Brazil and Latin America Commercial Vice-President

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.

Name Position
Marco Norci Schroeder Member

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.

Luis Carlos Teixeira Santos Member

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.

David Tavares Neves Nunes Member

Accountant with Executive and Finance MBAs, with strong expertise in financial and controlling areas, especially in the telecommunications and retail sectors, as well as in liaising with governance bodies, Boards, and Committees of publicly traded companies. Over the past five years, he has served as Director of Controlling, technical lead for financial statements, and has actively participated in the processes for implementing the Judicial Recovery Plan in a Telecommunications Company, aiding in the technical, accounting, and corporate feasibility of M&A deals for the sale of Mobility, Neutral Fiber Network, and Data Center businesses. In the past year, he was invited to take on the challenge of helping to rebuild the accounting, financial, and operational credibility of Americanas, which was crucial for the recent approval of the Judicial Recovery Plan, as well as managing the entire tax process, from planning and operation to litigation. Concurrently, he has served as a Fiscal Council Member, certified by ICSS, for a Private Pension Foundation with assets of over R$20 billion

David Tavares Neves Nunes 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 Member (Substitute)

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.

Flávio Cortez Gori Member (Substitute)

Flávio Cortez Gori holds a Bachelor’s degree in Business Administration and Accounting, with a postgraduate degree in Finance and a Master’s degree in Financial Control. He has extensive experience in external auditing and leadership roles in Controllership and Finance. Throughout his professional career, he has worked in the Telecommunications, Energy, Chemical, Health, and Goods Distribution sectors. He also has experience as a university professor, teaching undergraduate and postgraduate courses.

Flávio Cortez Gori 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.

Érica Lima Maimone Member (Substitute)

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.

 

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

Roberto Rittes de Oliveira Silva Member

Roberto Rittes de Oliveira Silva is a member of the Company’s Board of Directors. He graduated as an administrator from FGV and has a master’s degree from Harvard Business School. He was CEO of Tempo Assist in 2021, CEO of Nextel Brazil/NII Holdings from 2017 to 2020, head of value creation at Hig Capital between 2016 and 2017. With over 20 years’ experience in finance, he was CFO of Boa Vista SCPC from 2013 to 2016, and CFO of Estre Ambiental from 2011 to 2012. He worked for Oi Telecomunicações from 2004 to 2011, holding the position of CEO of Oi Paggo from 2008 to 2011. He is a board member of Latam Growth Spac, ICE, Atento, Associação Comunitária Despertar, and was a board member of Grupo MGB, Quero Quitar, Office Total and NZN.

Roberto Rittes 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).