Other Boards and Committees
Committees of the Board of Directors
The Company has three committees dedicated to advising the Board of Directors: the Statutory Audit Committee, Strategy Committee, and Human Resources Committee.
Statutory Audit Committee
Our Statutory Audit Committee was set up at the Board of Directors meeting held in February 2015. The Statutory Audit Committee is composed of at least three members that have been appointed by our Board of Directors, of which at least one shall be an independent Board member as defined by the Novo Mercado Rules. Our Statutory Audit Committee is composed of Matthieu Dominique Marie Malige (Chairman), Claire Marie Du Payrat, Eduardo Pongrácz Rossi, and Luiz Fernando Vendramini Fleury.
Our Strategy Committee was set up at the Board of Directors meeting in February 2015. The Strategy Committee is currently composed of five members of the Board of Directors: Jérôme Alexis Louis Nanty (chairman), Matthieu Dominique Marie Malige, Eduardo Pongrácz Rossi, Marcelo Pavão Lacerda and Marc-Olivier Pierre Jean François Rochu.
Human Resources Committee
The Human Resources Committee was set up at the Board of Directors meeting held in February 2015. The Human Resources Committee is currently composed of four members of the Board of Directors: Eduardo Pongrácz Rossi (Chairman), Jérôme Alexis Louis Nanty, Edouard Balthzard Bertrand de Chavagnac and Marcelo Pavão Lacerda.
Our Human Resources Committee is specially equipped to review the Statutory Executive Officers’ evaluation criteria. Currently, we do not have a defined process for evaluating members of the Board of Directors and advisory committees.
Our Bylaws provide for when requested, a fiscal council composed of at least three members and, at most, five members, and the same number of deputies. The Fiscal Council only shall be installed during fiscal years in which our shareholders’ meeting elects its members and establishes their compensation, pursuant to Article 161 and in accordance with the Brazilian Corporation Law, as amended by Law No. 10.303/01. Our Fiscal Council has the authority to oversee Management’s activities, review our financial statements, and report their conclusions to our shareholders.
Our Fiscal Council is not installed. We consider that the duties of a Fiscal Council are properly executed by our Statutory Audit Committee since its designated functions (referred to in Article 31 of our Bylaws) overlap with those assigned to a Fiscal Council according to the Brazilian Corporation Law.