MEMBERS OF THE BOARD OF DIRECTORS AND FISCAL COUNCIL

Transcription

1 Tecnisa S.A. MEMBERS OF THE BOARD OF DIRECTORS AND FISCAL COUNCIL (Reference Form Items 12.6 to Section 12 members of the Board of Directors and Fiscal Council elected by the held on April 29, 2010, as well as, members of the Board of Executive Board elected by the Board of Directors meeting held on May 6, 2010)

2 12.6 Members of the Board of Directors, Board of Executive Officers and Fiscal Council Board of Directors Name Age and Birth Profession Individual Taxpayer Registration. (CPF) Position Election Investiture Term of Office Other positions held in the Company Elected by the controlling shareholder Meyer Joseph Nigri Carlos Alberto Júlio Ricardo Barbosa Leonardos José Roberto Mendonça de Barros Maurizio Mauro 55 02/04/ /30/ /20/ /07/ /06/1949 Engineer Administrator Economist Economist Administrator Chairman and CEO Vice Chairman 04/29/ /29/ /29/ /29/2010 Founding partner and CEO Board of Executive Officers Name Age and Birth Profession Individual Taxpayer Registration. (CPF) Position Election Investiture Term of Office Other positions held in the Company Elected by the controlling shareholder Meyer Joseph Nigri Douglas Duarte Fábio Villas Boas 55 02/04/ /05/1964 Engineer Real Estate Broker 12/10/1957 Civil Engineer Chairman of the Board of Directors and CEO Commercial Officer Chief Operating Officer Founding partner and Chairman of the Board of Directors 2

3 José Carlos Lazaretti 47 04/24/1963 Lawyer Legal Officer Name Age and Birth Profession Individual Taxpayer Registration. (CPF) Position Election Investiture Term of Office Other positions held in the Company Elected by the controlling shareholder Joseph Meyer Nigri Leonardo Charles Malafaia Paranaguá Newman Brito Romeo Deon Busarello Tomas Laszlo Banlaky 28 09/21/ /22/ /19/ /15/ /04/1958 Civil Engineer Mechanical Engineer Administrator Administratror Civil Engineer New Officer CFO and IRO Officer Marketing Officer Administrative Officer Fiscal Council Name Age and Birth Profession Individual Taxpayer Registration. (CPF) Position Election Investiture Term of Office Other positions held in the Company Elected by the controlling shareholder Luciano Douglas Colauto Marcio Alvaro Moreira Caruso Ricardo Scalzo Nelmir Rosas 42 09/07/ /07/ /24/ /04/1955 Lawyer and Administrator Administrator Physicist Economist Alternate Member 04/29/ /29/2010 Alternate Member 04/29/ /29/2010 Gilberto Braga 49 10/08/1960 Controller André Pines 40 03/20/1970 Engineer Alternate Member 04/29/ /29/2010 3

4 12.7 Members of the statutory committees, as well as audit, risk, financial and compensation committees: Currently, the Company does not have any committees Members of the Board of Directors and Fiscal Council a) resumes, including: (i) professional highlights in the past five years, indicating: name of the company, position and duties, main activity of the company where this experience was gathered, indicating the corporations and organizations that make up (I) the company s group, or (II) the partners holding direct or indirect interest equal to or higher than 5% of the same class or type of securities of the Company; (ii) list of all the management positions they hold or have held in publicly-held companies. Board of Directors Meyer Joseph Nigri. Mr. Nigri has been the Chairman of the Company s Board of Directors since it was constituted in 2006 and is also its Chief Executive Officer. He is also the founding partner of Tecnisa Engenharia (1977). He has a degree in Civil Engineering from the Polytechnic Institute of the University of São Paulo. He has never held any management positions in other publicly-held companies. Carlos Alberto Júlio. Mr. Júlio has been a member of the Board of Directors since July 2006 and was the Chief Executive Officer from January 2008 to December Between 2000 and 2007, he was the Chief Executive Officer of HSM do Brasil Ltda., a corporate consulting, publishing and executive learning company. He has served on the Boards of Directors and Advisory Boards of Metisa Metalúrgica Timboense S.A., a metallurgical company, Lince Participações e Empreendimentos Ltda., the Almeida Júnior Group, which operates in the development and construction of shopping malls, and FutureKids do Brasil Serviços e Comércio Ltda., which runs language schools. He was the Chief Executive Officer of Polaroid do Brasil Ltda., which manufactures ink cartridges and printing supplies, for seven years, Círculo Comércio Exterior Ltda., a farming and ranching company, for six years and Vice-President of Voko Sistemas e Móveis Ltda., which makes office furniture, for four years. He is a professor at the Department of Economics and Administration of the University of São Paulo, as well as MBA programs at the Escola Superior de Propaganda e Marketing (ESPM) and the 4

5 extension programs (GV PEC) at the Getulio Vargas Foundation. He has a degree in Administration from the Faculty of Administration of the University of São Paulo, and master s degrees in Strategic Marketing from the Harvard School and in Marketing at the International Institute for Management Development (IMD), in Lausanne, Switzerland. Ricardo Barbosa Leonardos. Mr. Leonardos has been a member of the Company s Board of Directors since July He was a partner at Brasilpar Serviços Financeiros Ltda., a financial consulting company, from 1984 to 1996, the Chief Executive Officer of Sul América Investimentos Distribuidora de Títulos e Valores Mobiliários S.A., a financial institution, from September 1996 to June 1997, and of ING Investment Management Ltda., a financial institution, from 1997 to He was also Chief Financial Officer of Optiglobe do Brasil Ltda., the technology outsourcing company of the Votorantim Group, in Since 2005, he has been a partner at Symphony Consultoria e Participações Ltda., a consulting company specializing in family businesses. He has served on the Boards of several companies and associations, including Banco Sudameris de Investimento S.A., Medidata Informática S.A., Digitel S.A. Indústria Eletrônica, National Association of Securities Distributors (ADEVAL) and the Brazilian Private Equity and Venture Capital Association (ABVCAP). He is currently a member of the Board of Directors of Sociedade Hospital Samaritano and Ecom Energia Ltda. He holds a bachelor s degree in economics from Faculdade São Luiz and an MBA in International from New York University - Leonard Stern School of. José Roberto Mendonça de Barros. Mr. Mendonça de Barros has been a member of the Company s Board of Directors since July 2006 and of BM&FBOVESPA since May He also served on the Boards of GP Investments, a private equity company, from April 2006 to April 2009 and of Frigorífico Minerva from July 2007 to December He was a member of the Strategic Committee of the Companhia Vale do Rio Doce from February 2002 to March Between 1967 and 2001, he was assistant professor of economics at University of São Paulo. He served as Managing Partner at Mendonça de Barros Associados S/C Ltda. (a company operating in the asset management and leasing sector) from 1978 to 1994, Secretary of Economic Policy at the Ministry of Finance from January 1995 to March 1998, and Executive Secretary of the Foreign Trade Chamber at the Office of the President of Brazil from April to vember He resumed his consulting activities from January 1999 and worked as visiting professor at Department of Agricultural Economy and Rural Sociology at Ohio State University in He holds bachelor s and doctorate degrees in economics from the University of São Paulo (1973) and completed a post-doctoral program at the Economic Growth Center of Yale University, USA ( ). Maurizio Mauro. Mr. Mauro has been a member of the Company s Board of Directors since July Between 2001 and 2006, he was the Chief Executive Officer of Grupo Abril, a media group. As a senior partner of Booz Allen Hamilton, a consulting company, where he worked for 14 years, he was its Chief Executive Officer in Brazil and in the service sector, especially in strategic renewal projects. He has a degree in business administration from the Getulio Vargas Foundation and a post-graduate degree in 5

6 finance from the Faculty of Economics and Administration at the University of São Paulo. Board of Executive Officers Meyer Joseph Nigri. Mr. Nigri is the Chief Executive Officer and the founding partner of Tecnisa. Mr. Nigri has a degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo. The business address of Mr. Nigri is Avenida Brigadeiro Faria Lima, nº 3144, 3º andar, in the city of São Paulo, state of São Paulo. Leonardo Charles Malafaia Paranaguá. Mr. Paranaguá joined Tecnisa in In 1998 and 1999, he was a researcher at Universidade de São Paulo, before becoming a sell side analyst at Banco Santander, where he remained until Between 2002 and 2006 he was a partner at LatinFinance, acting as a financial advisor for different companies involved in capital market and financial restructuring operations. He has a degree in Mechanical Engineering from Universidade de São Paulo and a Master s in Production Engineering from the same institution. Tomas Laszlo Banlaky. Mr. Banlaky joined Tecnisa Engenharia in 1988, in the position of Planning and Budget Manager, where he became its Administrative Officer in From 1994 to July 2006, Mr. Banlaky was the Financial Officer of Tecnisa Engenharia. Between July and September 2007, he also became the Company s Chief Financial Officer. From 1984 to 1985, he worked as civil engineer in Método Engenharia S.A. and from 1985 to 1988 he was in charge of the supply planning sector of Duratex S.A. He has a civil engineering degree from the Escola Politécnica da Universidade de São Paulo and has a post graduate degree in Corporate Management from Fundação Getulio Vargas (FGV). Douglas Duarte. Mr. Duarte joined Tecnisa Engenharia in 2003, as Commercial Officer. From 1985 to 1986, he worked as Product Manager in Unibanco; from 1986 to 1990, he worked as real estate broker in Empresa Brasileira de Consultoria Imobiliária Ltda. (Embraci) in Lopes Consultoria de Imóveis S.A. division and in Jorge s Imóveis; from 1990 to 1994, he worked as Sales Manager in Embraci; from 1994 to 2000, he worked as Sales Superintendent and Service Superintendent in Lopes Consultoria de Imóveis S.A.; from 2000 to 2001, he worked as superintendent of relations with the real estate market in Planeta Imóvel; from 2001 to 2003, he worked as Marketing Officer in Concivil and Customer Service Office in Estanplaza. Fabio Villas Bôas. Mr. Villas Bôas joined Tecnisa Engenharia in 2003, as Operating Officer. From 1996 to 2003, he worked as general coordinator of the construction of New Natura Space ( vo Espaço Natura ), in Cajamar, and of New Itapecerica Distribution Center ( vo Centro de Distribuição Itapecerica ); from 1987 to 1993, he worked as an officer of Omnia Engenharia e Construções, assuming in 1995 the general management of another group company, and from 1984 to 1987 he was the Chief Operating Officer of 6

7 Ricardo Julião Arquitetura e Urbanismo. Mr. Villas Bôas has a civil engineering degree from Universidade Presbiteriana Mackenzie. Romeo Deon Busarello. Mr. Busarello joined Tecnisa Engenharia in 2001, as Marketing Officer. From 1987 to 1989, he worked as Product and Marketing assistant in Artex; from 1990 to 1995, he worked as Marketing Manager in Condor Relógios; from 1995 to 1996, he worked as Marketing Manager in Dumont Relógios; from 1996 to 2000, he worked at Polaroid and from 2000 to 2001, he worked as Marketing Officer at Officemax. Mr. Busarello is a professor at Master in Administration program of Escola Superior de Propaganda e Marketing - ESPM. Mr. Busarello has a Administration degree from Universidade de Blumenau, a post graduate degree in marketing from ESPM, a specialization in strategic marketing from Fundação Getulio Vargas and a Masters in Administration degree from Pontifícia Universidade Católica de São Paulo. Jopesh Meyer Nigri. Mr. Joseph Meyer Nigri, has been acting as Tecnisa s statutory director since December He joined the company in 2002, and in 2006 was appointed as New director. Mr. Joseph holds a Civil Engineering degree from Escola Politécnica da Universidade de São Paulo. José Carlos Lazaretti Júnior. Mr. Lazaretti joined Tecnisa Engenharia in 2005 serving as Legal Manager and became Legal Officer in From 1989 and 2005, Mr. Lazaretti worked as senior attorney at the legal departments of companies like Inpar Incorporações e Participações Ltda., CGN Galli Incorporações, Cooperativa Agrícola de Cotia and Construtora Mencasa. Mr. Lazaretti is an attorney graduated in 1989 from Faculdade de Direito de São Carlos, inscribed in the Brazilian Bar Association OAB/SP under number , with specialization in the following areas: contract, corporate, real estate and consumer. Newman Brito. Mr. Brito holds an MBA from the Ibmec School and has completed the real estate management course at the Harvard School. He began his career in the real estate sector in 1996 at Atlântico Sul Empreend., where he worked as the regional manager and chief commercial officer until From 2000 to 2002, as the managing partner, he participated in the start-up of Areautil.com and its sale to Homestore, the world s leading online real estate portal at that time. He joined the Schahin Group in 2003 and was responsible for restructuring the real estate department and setting up Schahin Desenvolvimento Imob., where he was the managing director till July In 2007, he took over as the CEO of Fit, a company recently created by the Gafisa Group to serve the low income segment, where he worked till the acquisition of Tenda. Currently, he is the Chief Executive Officer of Tecnisa and is responsible for the low income segment. Mr. Newman is graduated in business administration and holds a MBA from Ibmec School. He also attended a specialization course in real state at Harvard School. 7

8 Fiscal Council Ricardo Scalzo. Mr. Scalzo holds a Physics degree from Universidade Federal do Rio de Janeiro in 1974; held the positions of Financial Consulting and Audit Manager at Arthur Andersen S/C de 1974 a 1982; Control Manager at Banco de Investimentos Garantia S.A. from 1982 to 1998; Director of Varbra S.A. (the parent company of Lojas Americanas S.A.) and Braco S.A (the parent company of AmBev) from 1998 to 2002; Consultant from 2002 to the present date; Member of the Fiscal Councils of the following companies: Lojas Americanas S.A (from its installation until 2009); All-America Latina Logística S.A ( 2004 to 2009); Magnesita Refratários S.A - (2008 to 2009); Beneficência Médica Brasileira S.A; Hospital e Maternidade São Luiz (2008 and 2009). He has also served as fiscal council member for the following companies: Companhia e Cervejaria Brahma Ambev (1992 to 2003); Contax S.A - (2005 to 2007); Hopi Hari Parque Temático (2000 to 2008); Companhia Energética do Maranhão CEMAR (2007); and Equatorial Energia S.A (2007). Luciano Douglas Colauto. Mr. Colauto holds degrees in Administration from EAESP-FGV and in Law from Faculdade de Direito - Universidade de São Paulo. He acted as consultant for 5 years at Arthur Andersen, and has been a partner of Almeida Prado Consultoria Consultoria Empresarial Ltda for 16 years. He was a permanent member of the Fiscal Council of rdeste Química S.A. - NORQUISA. Gilberto Braga.Mr. Braga is an economist and accountant graduated from UCAM Ipanema and UGF, respectively. He is post-graduated in Financial Administration from IAG-PUC RJ and holds a master degree in Administration from IBMEC RJ. He has worked for several years as sitting professor of Finance, Controlling and Accounting, Tax Planning, Corporate Governance and Risk Capital Management for various wellknown institutions like IBMEC-RJ, UFRJ, UGF and PUC-RJ. He currently serves as member of the Fiscal Council of Companhia Santos Brasil and has already served as Fiscal Council member of the following companies: Brasil Telecom Participações S.A., Telemig Celular S.A., Tele rte Celular Participações, among others. On bi-monthly bases, he writes financial articles published on O DIA newspaper. Nelmir Pereira Rosas (Alternate). Mr. Rosas graduated from the American Graduate School of International Management (Thunderbird), Arizona, USA - Master of International Management. He holds a bachelor s degree in Economics from Universidade Cândido Mendes (RJ). He holds a Bachelor s degree in Accounting from Faculdade de Ciências Contábeis e Administrativas Moraes Júnior (RJ). He developed his career at Arthur Andersen, and was the founding partner of FSA. He is a member of the National Institute of Financial Executives - IBEF - São Paulo, ANEFAC National Association of Finance, Management and Accounting Executives - São Paulo and IBRACON National Institute of Accountants 5th circuit, where he already collaborated as a member of the Training Committee. Member of the Fiscal Council of Beneficiência Médica Brasileira S.A. Hospital e Maternidade São Luiz. 8

9 Marcio Alvaro Moreira Caruso (Alternate). Mr. Caruso is graduated and post graduated in Administration from the Getulio Vargas Foundation (EAESP-FGV). He worked for four years as consultant at Arthur Andersen and has been a partner at Almeida Prado Consultoria Consultoria Empresarial Ltda for the last 18 years. Mr. Caruso is a sitting member of Board of Directors of Usina Santa Elisa S/A, Santelisa Vale S/A, and Abyara S/A. André Pines (Alternate). Mr. Pines is a computing engineer graduated from PUC-RJ and post graduated in Administration from the Getulio Vargas Fondation (FGV-RJ). From 1992 to 1999, he worked for Banco Cindam (financial institution), being responsible for the baking processing area. From 1999 to 2002, he served as COO of Brazilian Operations for UBS Asset Management (asset management company). In 2002, he moved to Degussa Dental Brasil, an odontic product company, serving as controller. From 2003 to 2005, Mr. Pines was responsible for the compliance, administrative, information technology and legal areas at Fiducia Asset Management. Currently, Mr. Pines is partner at Polo Capital Ltda. (an independent asset management company), heading up the operations and administrative areas. b) description of any of the following events that may have taken place in the last 5 years: (i) any criminal sentence; (ii) any sentence in administrative proceedings of the Securities and Exchange Commission of Brazil (CVM) and the penalties applied; (iii) any final judgments, whether judicial or administrative, leading to suspension or temporary prevention from the exercise of a professional activity or trade. ne of the above events have occurred Marital relationship, stable union or relationship up to second degree of kinship between: a) members of the Company s management Mr. Joseph Meyer Nigri, the New Officer, is the son of Mr. Meyer Joseph Nigri, member of the Board of Directors, Chief Executive Officer and indirect controlling shareholder of the Company. b) members of the Company s management and members of direct or indirect subsidiaries of the Company Mr. Joseph Meyer Nigri, mentioned in item (a) above is a member of the management of 131 (one hundred thirty-one) group companies. Mr. Meyer Joseph Nigri is also a 9

10 member of the management of 2 (two) group companies. Mr. Tomas Laszlo Banlaky, the Chief Administrative Officer, is a member of the management of 13 (thirteen) group companies, and Mr. Douglas Duarte, the Chief Commercial Officer, is a member of the management of 1 (one) group company. c) members of the management of the Company or its direct or indirect subsidiaries and direct or indirect controlling shareholders of the Company Mr. Joseph Meyer Nigri, the New Officer and member of the management of 131 (one hundred and thirty-one) group companies, is the son of Mr. Meyer Joseph Nigri, a member of the Board of Directors, CEO and indirect controlling shareholder of the Company. d) members of the management of the Company and of direct or indirect subsidiaries of the Company Mr. Meyer Joseph Nigri, a member of the Board of Directors and CEO, is also a member of the management of Jar Participações Ltda., the Company s controlling shareholder Relationships of subordination, service provision or control maintained in the last 3 fiscal years between members of the Company s management and: a) direct or indirect subsidiary of the Company Mr. Joseph Meyer Nigri, mentioned in item (a) above is a member of the management of 131 (one hundred and thirty-one) group companies. Mr. Meyer Joseph Nigri is also a member of the management of 2 (two) group companies. Mr. Tomas Laszlo Banlaky, the Chief Administrative Officer, is a member of the management of 13 (thirteen) group companies, and Mr. Douglas Duarte, the Chief Commercial Officer, is a member of the management of 1 (one) group company. b) direct controlling shareholder of the Company c) supplier, client, debtor or creditor of the Company, its subsidiary or parent companies, or subsidiaries of any of these persons, if relevant. t applicable. 10