Governance Structure
GRI 102-5, 102-12, 102-13, 102-16, 102-18, 102-22, 102-23, 102-26
We have been an unlisted publicly-held company since 2007 when we held our first public issue of debentures. We adopt principles, structure, and routines in line with the best corporate governance practices in the market, respecting the basic principles of transparency, equity, accountability and corporate responsibility. To this end, we have tools for identifying, measuring, controlling, and managing corporate risks, aiming for safe decision making. We use modern, up-to-date systems, controls, policies, and management indicators.
We follow the guidelines of the Corporate Governance Best Practices Code of the Brazilian Institute of Corporate Governance (IBGC). Among the practices we adopted, we can mention the composition of our Board of Directors, which must have 2 or 20% (whichever is higher) of independent members. Other examples are a ban on accumulating positions of executive, director or committee member and the other committees, and the introduction of three advisory committees: (I) Audit and Risk Management and (II) People. See more on our website.
Corporate Structure
Archy LLC (affiliated with GIC – Singapore sovereign fund)
Governance Structure
Note: Algar Telecom has, in 2020, two advisory committees: People Committee and Audit and Risk Management Committee. The Strategy & Innovation Committee was extinguished in 2019.
Board of Directors
The highest management body was created to ensure a professional and sustainable business, to make decisions and to define and monitor the strategies defined. The Board of Directors is supported by two specialized, non-deliberative committees that help the board members to deepen the analysis of specific topics in the decision-making process.
Every year the body is evaluated on three fronts: an analysis of the Board as a collegiate body, of the individual councilors, and of the Chairman of the Board. Currently, it consists of six board members, two of them independent.
| Board of Directors | |
|---|---|
| Members | 6 Members of the Board of Directors, with 2 Independent Members |
| Term of office | 2 years |
| Meetings in 2019 | 10 |
| Attendance percentage | 100% |
| Total members in 2019 | 6 as of May 2018 |
| Independent members | 2 |
| Age in 2019 | Minimum: 52 Average: 63 Maximum: 84 |
| Division by gender | 83% men 17% women |
| BoD assessment | Annual |
Breakdown on December 31, 2019:
Election date: April 20, 2018
Investiture date: April 20, 2018
Term of office: 2020 Extraordinary Shareholders’ Meeting
| Member | Position | Age | Gender | External | Independent |
|---|---|---|---|---|---|
| Luiz Alexandre Garcia | Chairman | 54 | M | No | No |
| Eliane Garcia Melgaço | Vice President | 52 | F | No | No |
| Divino Sebastião de Souza | Member | 67 | M | Yes | No |
| Luiz Alberto Garcia | Member | 84 | M | No | No |
| Thilo Helmut Georg Mannhardt | Independent member | 65 | M | Yes | Yes |
| Luiz Eduardo Falco Pires Correa | Independent member | 59 | M | Yes | Yes |
Click here to see details about the experience of each member of the Board of Directors.
To learn more about the profile of each member of the Board of Directors, go to the IR website of Algar Telecom.
Advisory Committees
The Board of Directors is supported by two specialized, non-deliberative, and non-statutory committees that help the board members to deepen the analysis of specific topics in the decision-making process. Here they are: (I) Audit and Risk Management Committee, and (II) People Committee. Their members are elected annually by the Board of Directors, to which they report to. Similarly to the Board, the Committees also have internal regulations – approved by the Board of Directors in October 2017 – that regulate the operation and establish the responsibilities and attributions. The profile of the members of the Committees is available on the Reference Form on the Algar Telecom IR website.
Audit and Risk Management Committee
Its work is to ensure quality, integrity, transparency and credibility of economic-financial disclosures, and promote the monitoring and management of corporate and operational risks, with effectiveness in internal and external audit processes and internal controls.
| Audit and Risk Management Committee | |
|---|---|
| Members | At least 3 members, with at least one independent board member of the Company |
| Term of office | 1 year |
| Meetings in 2019 | 9 |
| Attendance percentage | 100% |
| Total members in 2019 | 3 |
| Independent Members in 2019 | 1 |
| Age | Minimum: 65 Average: 69 Maximum: 78 |
| Division by gender | 100% men |
Breakdown on December 31, 2019:
Election date: May 27, 2019
Investiture date: May 27, 2019
Term of office: until the 1st Meeting of the Board Directors (MBD) after the 2020 Annual Shareholder’ Meeting (ASM).
| Member | Position | Age | Gender | External | Independent |
|---|---|---|---|---|---|
| Thilo Helmut Georg Mannhardt | Board Member and Committee Coordinator | 65 | M | Yes | Yes |
| Carlos Biedermann | External expert member | 66 | M | Yes | No |
| Gilberto Loureiro | External expert member | 78 | M | Yes | No |
Click here to see details about the experience of each member of the Audit and Risk Management Committee.
For details of each member of the Board of Executive Officers, go to Algar Telecom IR website.
People Committee
Its mission is to ensure that Human Talents are strategically managed and that this should be seen by the stakeholders as a competitive differential of Algar Telecom; and to ensure that the best practices of corporate governance are adopted and constantly upgraded, to reinforce the company’s vision of the future and its long-term prospects.
| People Committee | |
|---|---|
| Members | Up to 4 members; with a minimum of one Member of the Board of Directors |
| Term of office | 1 year |
| Meetings in 2019 | 5 |
| Attendance percentage | 100% |
| Total members in 2019 | 3 |
| Independent members in 2019 | 0 |
| Age | Minimum: 52 Average: 63 Maximum: 71 |
| Division by gender | 67% men 33% women |
| Assessment | Annual |
Breakdown on December 31, 2019
Election date: May 27, 2019
Investiture date: May 27, 2019
Term of office: until the 1st Meeting of the Board of Directors (MBD) after the 2020 Annual Shareholder’ Meeting (ASM)
| Member | Position | Age | Gender | External | Independent |
|---|---|---|---|---|---|
| Eliane Garcia Melgaço | Vice-Chairman of the Board of Directors and Committee Coordinator | 52 | F | Yes | No |
| José Luciano Duarte Penido | External Member | 71 | M | Yes | No |
| Silvio Genesini | External Member | 67 | M | Yes | No |
Click here to see details about the experience of each member of the People Committee.
For details of each member of the Board of Executive Officers, go to Algar Telecom IR website.
Board of Executive Officers
The Directors of Algar Telecom are responsible for complying with the strategic orientation determined by the Board of Directors. This body chooses key executives, based on qualification, experience, and value alignment, besides monitoring their performance.
| Member | Position | Age | Gender | Term |
|---|---|---|---|---|
| Jean Carlos Borges | Chief Executive Officer* | 52 | M | Election date: April 25, 2017 Investiture date: April 25, 2017 Term of office: April 30, 2020 |
| Osvaldo Cesar Carrijo | Vice-Executive Director of Business and Director of Wholesale Business* | 65 | M | Election date: December 6, 2018 Investiture date: December 6, 2018 Term of office: April 30, 2020 |
| Túlio Abi-Saber | Vice-Executive Director of Finance, Investor Relations and Legal* | 43 | M | Election date: July 16, 2019 Investiture date: July 16, 2019 Term of office: April 30, 2020 |
| Luis Antônio Andrade Lima | Executive Operational and Technology* | 61 | M | Election date: April 25, 2017 Investiture date: April 25, 2017 Term of office: April 30, 2020 |
| Ana Paula Rodrigues | Director of Customer Relationship and People* | 50 | F | Election date: December 6, 2018 Investiture date: December 6, 2018 Term of office: April 30, 2020 |
| Renato Paschoareli | Director of Regulatory and Strategy* | 50 | M | Election date: April 25, 2017 Investiture date: April 25, 2017 Term of office: April 30, 2020 |
| Ricardo Antonio Canonici | Director of Transformation | 46 | M | Election date: April 25, 2017 Investiture date: April 25, 2017 Term of office: April 30, 2020 |
| Augusto Marcos Nascimento Salomon | Director of Business Expansion | 45 | M | Election date: April 25, 2017 Investiture date: April 25, 2017 Term of office: April 30, 2020 |
*Statutory Board of Executive Officers.
Click here to see details about the experience of each member of the Executive Board.
For details of each member and updated structure of the Board of Executive Officers, go to go to Algar Telecom IR website.
