Corporate governance
Governance Structure
Our governance structure is based on three pillars – Board of Directors, Statutory Executive Board and Committees (Statutory and Non-Statutory) –, as shown in the table below. The composition of the board members reflects the position on 12/31/2022, to see the current composition see the IR website.
- Board of Directors
ESG Committee - Executive
Governance Bodies
In 2022, we had the election of a new member of the Board of Directors (BOD), which went from five to six sitting members (with a female representative), with four independent board members, besides an alternate, elected every two years. The Chairman of the Board is not part of the Executive Board. The Board of Directors, which meets monthly, is responsible for protecting and valuing the Company's assets, defining business strategies, considering the impacts of activities on society and the environment, ensuring Even's perpetuity and creating operational value in the long term.
| Administrative Council | ||||||
|---|---|---|---|---|---|---|
| Name | Gender | Executive or non-executive function | Independence | Term | Number of other significant positions and commitments and the nature of the commitments | Academic background |
| Rodrigo Geraldi Arruy | Male | Executive | Yes | Until August 2023. | Member of the Audit, Financial, and Related-Party Transactions Committees. | Chairman of the Board of Directors and member of Melnick's Board of Directors. He has a degree in Civil Engineering from Fundação Álvares Penteado (FAAP) in December 2001 and attended an MBA in business management from Fundação Getúlio Vargas (FGVSP) in July 2008. |
| André Ferreira Martins Assumpção | Male | Executive | Yes | Until August 2023. | Member of the Audit and Related-Party Transaction Committees. | Lawyer Degree from the Law School of the University of São Paulo and Public Administrator Degree from the Getúlio Vargas Foundation. He is currently a member of the Board of Directors of the company, of Superbid Participações and Chairman of the Board of Directors of TRR Corretora de Seguros, where he was also CEO between 2018 and 2020. After 10 years at Banco BBA, where he was an executive partner, André was one of the co-founders of Estáter Assessoria Financeira in 2003, where he remains a partner, as well as a co-investor in the Estáter Group companies. |
| Leandro Melnick | Male | Executive | No | Until August 2023. | Director President of Even and member of the People Management Committee | He has a degree in Civil Engineering from the Federal University of Rio Grande do Sul (UFRGS) and a graduate degree in Business Management from Fundação Getúlio Vargas. He started working at Melnick Construções in 1996. He is also currently Chairman of the Board of Directors of Melnick Desenvolvimento Imobiliário S.A. |
| Claudio Zaffari | Male | Executive | Yes | Until August 2023. | He has a Degree in Business Administration at the São Judas Tadeu Higher Education School for Economic Sciences and Administration. Since 1968, he has worked at the Zaffari Group, holding the positions of Operational Management, Purchasing Management and Commercial Officer. He is currently the Managing Director of the Zaffari Group. | |
| Cláudia Elisa de Pinho Soares | Female | Executive | Yes | Until August 2023. | Member of the People Management Committee. | She has a Degree in business administration from PUC-RJ and holds an MBA from INSEAD and an MBA in Human Resources from FIA-SP. She is currently a member of the IBGC board, an external member of the Strategy & Innovation Committee at Tupy S.A. and advisory board member of the GS& Group. She was also an independent board member at Arezzo&Co and Totvs, where she was also Chairperson of the People and Remuneration Committee. She has worked as a C-level executive for companies such as AmBev, GPA, Via Varejo, Votorantim Cimentos, Fnac, and Grupo NC/EMS, having over 32 years of professional experience. |
| Márcio Botana Moraes | Male | Executive | N/A | Until August 2023. | He has a degree in civil engineering from the University of Mogi das Cruzes, in 1982. He is a founding partner of the companies of the RFM group, currently holding the position of president of RFM Construtora e Incorporadora, as well as management positions in several companies of the RFM group and invested companies. Mr. Márcio was: (i) founder and member of the board of directors of Investtur S/A, a tourism investment company listed on B3; (ii) founder and board member of the company NOS Innovators, an innovation startup responsible for managing the Hub InovaBra – Bradesco; and (iii) founder and director of Instituto Companheiros do Txai in the third segment. | |
| Guibson Zaffari | Male | Executive (alternate) | Yes | Until August 2023. | He has a degree in Business Administration at the Pontifical Catholic University of Rio Grande do Sul. Since 2004, he has held the positions of Director at Clazari, the holding company of the Zaffari Group, and Director of Belfare Empreendimentos Imobiliários Ltda., a Real Estate Investment company. He was a member of the British Start Ups Council in the fashion area and was also Portfolio Manager at XP Investimentos. | |
The BoD is responsible for advising and guiding the Executive Board, besides supervising the activities of the independent auditors and the areas of internal controls and the financial statements. The BoD is also responsible for evaluating the Executive Board and Internal Audit practices. Working as a focal point for communication between management and auditing, holding monthly meetings.
| Audit Committee | ||||||
|---|---|---|---|---|---|---|
| Name | Gender | Executive or non-executive function | Independence | Number of other significant positions and commitments and the nature of the commitments | ||
| Rodrigo Geraldi Arruy | Male | Yes | Yes | Chairman of the Board of Directors, member of the Audit, Financial and Related-Party Transaction Committees. | ||
| André Ferreira Martins Assumpção | Male | No | Yes | Member of the Board of Directors, member of the Audit and Related-Party Transaction Committees. | ||
| Clóvis Antonio Pereira Pinto | Male | No | Yes | Specialist member of the Audit Committee. | ||
This Committee aims to ensure the financial health and longevity of the business by measuring and mitigating financial risks, focusing on generating economic value. It is also responsible for optimizing the capital structure and cash flow and provides technical support on the periodic analysis of results and decision-making in the area. Has monthly meetings.
| Financial committee | ||||
|---|---|---|---|---|
| Name | Gender | Executive or non-executive function | Independence | Number of other significant positions and commitments and the nature of the commitments |
| Rodrigo Geraldi Arruy | Male | Yes | Yes | Chairman of the Board of Directors, member of the Audit, Financial and Related-Party Transaction Committees. |
| Marcelo Cabral Bernabé | Male | Yes | No | Specialist member of the Financial Committee |
| Marcelo Dzik | Male | Yes | No | Member of the Financial and Related-Party Transaction Committee. |
Organizes and monitors the strategy of the Human Resources area. Dedicated to implementing the best practices in the area, the Committee is responsible for programs and actions aimed at the development and well-being of employees.
| People committee | ||||
|---|---|---|---|---|
| Name | Gender | Executive or non-executive function | Independence | Number of other significant positions and commitments and the nature of the commitments |
| Cláudia Elisa de Pinho Soares | Female | No | Yes | Specialist member of the People Management Committee. |
| Pedro Mandelli | Male | No | Yes | Member of the People Management Committee. |
| Leandro Melnick | Male | Yes | No | Chief Executive Officer of Even and member of the People Management Committee. |
Responsible for reviewing proposed transactions with related parties. Checks if a given transaction has the necessary market conditions for the Board of Directors to decide assertively on the transaction. It meets when there are transactions to be assessed.
| Related Party Transaction Committee | ||||
|---|---|---|---|---|
| Name | Gender | Executive or non-executive function | Independence | Number of other significant positions and commitments and the nature of the commitments |
| Rodrigo Geraldi Arruy | Male | Yes | Yes | Chairman of the Board of Directors, member of the Audit, Financial and Related-Party Transaction Committees. |
| André Ferreira Martins Assumpção | Male | No | Yes | Chairman of the Board of Directors, member of the Audit, Financial and Related-Party Transaction Committees. |
| Thiago Barbosa Sandim | Male | No | Yes | Specialist member of the Related-Party Transaction Committee. |
| Marcelo Dzik | Male | Yes | No | Member of the Financial and Related-Party Transaction Committees. |
Multidisciplinary, the ESG Committee, which is an Executive Committee, has managers from different areas. In 2022, it started reporting to the Audit Committee, responsible for bringing relevant sustainability issues to the Board of Directors. It has monthly meetings and seeks to promote the ESG topic internally. Among other assignments, it is responsible for coordinating the execution of the Sustainability Report and implementing and monitoring the targets and goals of the area, besides promoting actions to engage stakeholders.
With four officers, the Executive Board is responsible for carrying out the decisions of the Board of Directors and managing the business, with the support of the Advisory Committees.