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Management

The Company is managed by the Board of Directors and by the Executive Board. It is subject to certain rules governing management arising from the Novo Mercado Regulations and the Novo Mercado Adherence Agreement.

Board of Directors

The Board of Directors is the Company's highest management body. It sits as a committee, and sets the general policy of the business, including the long-term strategy. Its responsibilities also include oversight of the management by the members of the Executive Board.

Decisions of the Board of Directors are taken by majority of votes of those present at the meeting.

Under the Brazilian Corporate Law, the Board of Directors must have a minimum of three members. The Novo Mercado Regulations require a minimum of five, and require at least 20% of the members to be within the definition of Independent Board Members. All members are elected by the General Meeting of Stockholders.

The Bylaws of Grendene S.A. specify that the Board of Directors shall have a minimum of five and a maximum of seven sitting members, of which a minimum of 20% must be Independent Members, as defined. Periods of office run concurrently, for a maximum of two years. Re-election is permitted. Members may be dismissed by the stockholders in a General Meeting.

All members of the Board of Directors and the Executive Board must sign a Managers' Consent Agreement, before they can be sworn in. By this Agreement they take personal responsibility for acting in accordance with the Novo Mercado Adherence Agreement, the Market Arbitration Chamber Regulations, and the Novo Mercado Regulations.

Grendene's Board of Directors currently has six members, as shown the table below. For more information about a member, click the resume icon () of the same.

Name Position  
Alexandre Grendene Bartelle Chairman of the Board of Directors  
Pedro Grendene Bartelle Vice-chairman of the Board of Directors  
Maílson Ferreira da Nóbrega Board Member  
Oswaldo de Assis Filho Board Member  
Renato Ochman Board Member  
Walter Janssen Neto Independent Board Member  
Alexandre Grendene Bartelle

Chairman of the Board of Directors of Grendene S.A.
69 years old

In 1971, together with his grandfather, Pedro Grendene, and his brother, Pedro Grendene Bartelle, he founded Grendene S.A.; and over the years has been one of the people responsible for its growth, with the development of innovative concepts, technology, products and design. He is also actively involved in other businesses, including: Unicasa Indústria de Móveis S.A.; Telasul S.A.; Sitrel – Siderúrgica Três Lagoas Ltda. (in the process of establishment); IACO Agrícola S.A.; and Da Mata S.A – Açúcar e Álcool. He has a law degree from the University of Caxias do Sul (Rio Grande do Sul, Brazil).

Pedro Grendene Bartelle

Vice-chairman of the Board of Directors of Grendene S.A.
69 anos old

In 1971, together with his grandfather, Pedro Grendene, and his brother, Alexandre Grendene Bartelle, he founded Grendene S.A. and, over the years, has been one of the people responsible for the Company's growth, with the development of innovative concepts, technology, products and design. He is active in other businesses, including the following: Vulcabrás|Azaléia S.A.; Vulcabrás|Azaléia CE S.A.; Vulcabrás|Azaléia BA S.A.; Vulcabrás|Azaléia SE S.A.; Vulcabrás|Azaléia RS S.A.; Vulcabrás|Azaléia Argentina S.A.; and Agropecuária Grendene Ltda.

Mailson Ferreira da Nóbrega

Member of the Executive Board
76 years old

He began his career in Banco do Brasil S.A., as head of the rural and industrial lending area of a branch in the Brazilian State of Pernambuco. He later became head of the Economic Affairs Consultancy Office of the Brazilian Trade and Industry Ministry, and later of the same department at the Finance Ministry. He was twice Secretary-general of the Finance Ministry, and from 1988 to 1990 was Brazil's Finance Minister, in which position he chaired various bodies, including the National Monetary Council (CMN), the National Private-sector Insurance Council (CNSP), and the National Tax Policy Council (Confaz). He is currently a partner of the consultancy company Tendências Consultoria Integrada, and is active in various social and business organizations, including Board memberships of several companies in Brazil and other countries. He has acted as representative of the Brazilian government in several international events and bodies; has written three books, and numerous articles on the Brazilian economy published in Brazil and other countries. At present he is a columnist on the weekly magazine Veja. He is a member of the Boards of the following listed companies: TIM Participações S.A., Cosan S.A., Rodobens Negócios Imobiliários S.A., Renova Energia S.A., Banco Pine S.A., and Portobello S.A.; and a member of the Advisory Boards of Cia. Brasileira de Distribuição (Pão de Açúcar) and Hering S.A. He has a degree in economics from Centro Universitário de Brasília (CEUB).

Oswaldo de Assis Filho

Member of the Executive Board
69 years old

From 1978 to 1983 he was a Director of Banco Mercantil de São Paulo. He was a partner of Planibanc Corretora de Valores from 1984 to 1991, and partner in Convenção Corretora de Valores in 1992–1994. From 1994 to 1996 he was Vice-chairman of Banco Itamarati, and from then until 1997 Vice-chairman of Banco de Crédito Nacional (BCN). In 1998 he became a partner of Banco Pactual S.A., until 2006 when he became Vice-chairman of UBS Pactual, until 2009. He is currently a Partner and Director of Banco BTG Pactual, and also Executive Director of Febraban (the Brazilian Banks' Association) and Director and Vice-president of CNF, the Brazilian Financial Institutions' Federation. He earned his degree in electronic engineering from the Aeronautical Technology Institute (ITA) in 1973, and has a master's degree in economics from the Economics and Management Faculty (FEA) of São Paulo University.

Renato Ochman

Member of the Board of Directors
59 years old

Partner in the law office Ochman, Real Amadeo Advogados Associados, which has offices in São Paulo, and in Porto Alegre, in the State of Rio Grande do Sul, specializing, among other subjects, in Stockholding and Capital Markets Law, consultancy on corporate and civil litigation, initial public offerings of shares, issues of securities, and structuring of family succession. He is a guest lecturer at the GVLaw Faculty of the Getúlio Vargas Foundation of São Paulo; a member of the Board of Directors of Ultrapar Participações S.A. (São Paulo); a member of the Board of the São Paulo Graded School; and a member of the São Paulo and Rio Grande do Sul Sections of the Brazilian Bar Association. He has a law degree from PUC University of Rio Grande do Sul, and a master's degree with post-graduation in commercial law from PUC University of São Paulo.

Walter Janssen Neto

Independent Member of the Board of Directors
62 years old

He was an executive of the WEG Group of Santa Catarina State, Brazil, for 31 years, where he had the opportunity to exercise leadership positions in Supplies, Finance and Sales, and was a Business Unit General Manager, Director of HR and Corporate Marketing, and more recently President of the WEG Group's operations in the USA. He is also a member of the Boards of Directors of several Brazilian companies; and a member of IBGC – the Brazilian Corporate Governance Institute. He has a degree in economics and accounting, and post-graduation in Industrial Economics from the Federal University of Santa Catarina, Brazil. From the USA, he has an executive MBA from the Wharton School of the University of Pennsylvania; has the Certificate of Director Education from the NACD (National Association of Corporate Directors); and specialization in corporate governance from Stanford Law School, Chicago Business School and the Wharton School.

The Board Members Alexandre and Pedro Grendene Bartelle are brothers and have direct and/or indirect ownership in the Company's share capital, as described in the Company's Reference Form.

The Board Member Maílson Ferreira da Nóbrega provides corporate consultancy to Grendene through a company that he controls. The Ochman Real Amadeo Advogados Associados S.C. law office, in which the Board Member Renato Ochman is a partner, provides legal services to Grendene.

No Board Members, nor Chief Officers (members of the Executive Board) have any right to receive any payment in the event of termination of their activities.

Under the Corporate Law, the members of the Board of Directors are prohibited from voting in any meeting, and/or acting in any transaction or business in which they have a conflict of interest with the Company.

Executive Board

The members of the Executive Board are its legal representatives principally responsible for the day-to-day management of the Company, and for the execution of the general policies and directives/guidelines established by the Board of Directors.

Under the Corporate Law the members of the Executive Board must be resident in Brazil, and may be stockholders or non-stockholders. Also, up to a maximum of one-third of the positions on the Board of Directors may be filled by members of the Executive Board.

The members of the Executive Board are elected by the Board of Directors, and may at any time be dismissed by that Board. Their periods of office are of three years.

Under the Bylaws, the Executive Board must have between three and four members. Currently it has three members, as shown the table below. For more information about a member, click the resume icon () of the same.

Name Position  
Rudimar Dall'Onder Chief Executive Officer  
Gelson Luis Rostirolla Deputy Chief Executive Officer  
Francisco Olinto Velo Schmitt Chief Administrative and Financial Officer and Investor Relations Officer  
Rudimar Dall'Onder

Chief Executive Officer
62 years old

He has a degree in mechanical engineering from the University of Caxias do Sul. He joined the Company in 1979 as manager of the Information Technology Department, and in 1987, took over as director of Industrial and Commercial Company, and in 2013 the position of CEO.

Gelson Luis Rostirolla

Deputy Chief Executive Officer
66 years old

He has a degree in business management accounting from Universidade do Oeste Catarinense of Santa Catarina State, Brazil. He began his career in 1972 as Financial and Administrative Manager of Letícia Avícola S.A., a poultry raising company. He joined Grendene S.A. in 1980 and in recent years he held the positions of Chief Financial Officer and Administrative and controller Officer, in 2013 the position of Deputy CEO.

Francisco Olinto Velo Schmitt

Chief Administrative and Financial Officer and Investor Relations Officer
63 years old

He has 25 years' experience as a corporate executive in posts of Executive Director and Board Member in numerous Brazilian companies, and is a member of the Brazilian Corporate Governance Institute. He earned a degree in electrical engineering from the Federal University of Rio Grande do Sul, Brazil, in 1978, with post-graduate specialization and a master's degree in management, with emphasis on finance, from that university; specialization in the function of Controller at the Getúlio Vargas Foundation, and a doctorate in management from São Paulo University (USP), earned in 2004.

Audit Board

Audit Board

Under the Brazilian Corporate Law, the Audit Board is a body that is independent of both the Company's management and its external auditors. Its principal responsibility is to review the activities of management and the financial statements, reporting its opinions to the stockholders. The Audit Board of Grendene S.A. is not equivalent to the Audit Committee for the purposes of the US Securities Act.

Grendene's Audit Board is not permanent, and when installed comprises three sitting members and three substitute members. Under the Brazilian Corporate Law it may be installed by the General Meeting of Stockholders, at the request of stockholders representing at least 10% of the common shares, with a period of office lasting until the first Annual General Meeting of the Company following its appointment. Stockholders with the same percentage of the total shares have the right to elect, separately, one member of the Audit Board.

No member of the Audit Board may be a member of the Board of Directors, nor of the Executive Board, nor be an employee of a subsidiary company or a company of the same group, nor a spouse or relative of any of the managers.

Before they can be sworn in, the members of the Audit Board must sign the Audit Board Members' Consent Agreement, as referred to in the Novo Mercado Regulations, and must also meet the applicable legal requirements.

Currently it has three members, as shown the table below. For more information about a member, click the resume icon () of the same.

Name Position  
Eduardo Cozza Magrisso Member of the Audit Board  
João Carlos Sfreddo Member of the Audit Board  
Herculano Aníbal Alves Member of the Audit Board  
Eduardo Cozza Magrisso

Sitting member of the Audit Board
53 years old

Mr. Magrisso has a law degree from the Federal University of Rio Grande do Sul, and a postgraduate degree in Tax Law from the University of Vale do Rio do Sinos (Unisinos-RS). He has also completed the course for members of Boards of Directors certified by the Brazilian Corporate Governance Institute (Instituto Brasileiro de Governança Corporativa - IBGC). He works in Corporate Law, with a focus on Tax, Stockholding and Commercial Law. Since 1990 he has been the partner responsible for tax and stockholding consulting at Renck & Magrisso Advogados Associados. Since 2010 he has been a member of the Board of Sersat do Brasil Ltda. He has served on the Board of Directors of Meta Agrícola (since 2008), and in 2014 he joined the Board of Districomp Distribuidora de Produtos de Informática. He is a working member of FESDT (Higher Tax Law Foundation - Fundação Superior de Direito Tributário).

João Carlos Sfreddo

Sitting member of the Audit Board
72 years old

Mr. Sfreddo has a degree in accounting from PUC University of Rio Grande do Sul, with postgraduate courses in external auditing from the Federal University of Rio Grande do Sul, given in collaboration with IAIB and IBMEC. He has more than 30 years' experience in tax and auditing, at clients in a range of sectors including retailing, chemicals and petrochemicals, eletctricity, financial institutions and manufacturing. From 1982 to 2009 he was a tax consulting partner at Ernst & Young. He is a member of Junior Chamber International, a founder member of IBEF - the Institute of Brazilian Financial Executives (Instituto Brasileiro de Executivos de Finanças), and was Vice-President of ADVB - the Brazilian Sales Managers' Association (Associação de Dirigentes de Vendas do Brasil) during his period of office.

Herculano Aníbal Alves

Sitting member of the Audit Board
66 years old

Degree in economics from the PUC University of São Paulo; postgraduate studies in financial administration from the São Paulo Business Management School of the Getúlio Vargas Foundation (EAESP/FGV); Master's degree in finance and investment from EAESP/FGV. He is a Chartered Financial Analyst (CFA); holder of the Anbima Management Certificate (CGA); and a Portfolio Manager accredited by the CVM.

He has been equities consultant to BRAM – Bradesco Asset Management S.A. DTVM – since May 2014, and was director of BRAM US from September 2011. He was also Equities Director of BRAM – Bradesco Asset Management S.A. DTVM, Equities Administrator of Bradesco Templeton Ltda., Equities Director of Banco ABN Amro S.A., and Portfolio Manager for Banco Unibanco S.A.