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Board of Directors, Fiscal Council and Board of Executive Officers

Board of Directors

Positivo Tecnologia’s Board of Directors is a collective decision-making corporate body dedicated to providing its overall strategic guidelines and, among other things, is responsible for establishing its general business policies and for electing its officers and supervising their management, as well as for retaining the Company’s independent auditors.

The decisions of Positivo Tecnologia’s Board of Directors are taken by a majority of the votes cast by directors attending meetings called by the chairman or a minimum of four directors and with a quorum of four directors.

Pursuant to the Company’s by-laws, its Board of Directors comprises a minimum of six and a maximum of seven members. One of its directors presides over the board as chairman. Under the Novo Mercado regulations, a minimum of 20% of the members of Positivo Tecnologia’s Board of Directors must be independent persons, unrelated to its controlling shareholders. Two independent directors currently participates in its board. The Company’s directors are elected by the shareholders’ meeting for a term of one year beginning on the date of the annual shareholders’ meeting at which they are elected, re-election being permitted.

Name Age Inauguration Date Office
Alexandre Silveira Dias 48 07/01/2020 Chairman of the Board (non-executive and independent)

Alexandre Silveira Dias holds a degree in Civil Engineering from Universidade Estadual de Campinas – UNICAMP (1993) and an MBA degree from The Anderson School of Management at UCLA. He is a partner and member of the Investment Committee of Victoria Capital Partners, an independent private equity firm focused on South America. Mr. Dias held the CEO position at several companies such as Anhanguera Educacional Participações S.A., now part of Kroton Educacional S.A., Google in Brazil and DIRECTV in Argentina, Uruguay and Peru. At the DIRECTV Group, he also held roles in financial planning, business development, sales and marketing and served as an Executive Officer at SKY Brazil. He also worked as a consultant at McKinsey & Company in Brazil, Argentina and Mexico, focusing on the Financial Institutions and Telecom markets in the region. His previous experience also includes the M&A division at investment bank Robertson Stephens in the USA, the Private Equity division of Credit Suisse in Brazil and the audit division of Arthur Andersen. He served as Chairman of the Board of Directors of Damásio Educacional S.A. and as member of the Boards of Directors of Oncoclínicas S.A. and Cellera Farma. He currently serves as Chairman of the Board of Directors of Elemidia S.A., as a Board Member of NutriCare Suplementos S.A. and as an Independent Board Member of Qualicorp S.A.

Giem Raduy Guimarães 50 07/01/2020 Counselor

Giem Raduy Guimarães, 47 years old, was CEO of Publisher and Print Shop Posigraf for 18 years until December 2012. In 2013, he became a member of the Positivo Group’s Board of Directors. He holds a degree in Business Administration, Master’s degrees in Administration from Positivo University, and in International Business Law from the University of Vienna, and is currently studying for a doctorate from the Vienna University of Economics and Business (Wirtschatft Universität Wien). He is also one of the controlling shareholders of the Positivo Group and Positivo Tecnologia.

Rodrigo Cesar Formighieri 38 07/01/2020 Counselor

Rodrigo Cesar Formighieri. Graduated in Business Administration at Positivo University. Master of Business Administration focused on finance, at Babson College. Worked in Grupo Positivo, Posigraf and Positivo Tecnologia, from 2003 to 2007, performing and developing functions related to Finance and IT. Current associate at Unique Investimentos, company focused in the intermediation of financial market assets, associate at Oblivion Vapery, company focused in the development of electronic cigarettes and associate at Restaurante Boqueria. Invited in 2017 to be counselor member at Positivo Tecnologia S.A.

Pedro Santos Ripper 46 07/01/2020 Independent Board Member

Pedro Santos Ripper. Mr Ripper earned a degree in Computer Engineering from PUC Rio de Janeiro in 1996, a Masters’ degree in Software Engineering from PUC Rio de Janeiro and the MIT Media Lab (United States) in 1998. In 2007, he concluded the Advanced Management Program from the Harvard Business School (United States). He was Executive Officer of technology and telecom management and strategy advisory services at DiamondCluster, in Barcelona, which focused the entire European market. He was Executive Officer of Promon IP and the Promon Tecnologia Group. He was responsible for the solutions department of Cisco Systems in Latin America and President of Operations of Cisco Systems in Brazil. More recently, he was Vice-President of Oi AS, leading several areas, such as strategy, new businesses, technology, innovation and M&A. Currently he is President and partner of the technology companies Bemobi and Mobicare.

Hélio Bruck Rotenberg 58 07/01/2020 Counselor

Hélio Bruck Rotenberg. Mr. Rotenberg graduated in Civil Engineering from Universidade Federal do Paraná (UFPR) in 1983, and earned a master‘s degree in Computer Science from PUC/RJ in 1987. He joined Grupo Positivo in 1988, becoming the head of the computer science program of Faculdades Positivo (today Universidade Positivo). In 1989 Mr. Rotenberg led the creation of Positivo Tecnologia, helping the company assume the position of leader in the domestic computer market, while putting Brazil in the international map of exports of Educational Technology. He served as independent member of the Board of Directors of Rodobens Negócios Imobiliários S.A. in 2008 and 2009.

Samuel Ferrari Lago 53 07/01/2020 Counselor

Samuel Ferrari Lago. He graduated in business administration from Faculdades Positivo. He began his career in 1983, when he was 16 years old, when he joined the Positivo group, as an office assistant. In 1984, he was promoted to marketing assistant. In 1987, he began working in the human resources department, and in 1989 he was transferred to the financial department, a part of the central management of the Positivo Group. In 1990, he became its administrative and purchasing manager. In 1994, he was chosen as the purchasing manager of the Positivo Group and, beginning in 2000, he returned to work for the Company as head of the portal division of the Company, where he was in charge of implementing the portal project and remained until August, 2007.

Rafael Moia Vargas 30 07/01/2020 Counselor

Rafael Moia Vargas. Computer Engineer, graduated from Positivo University in 2012 and with a Stanford University certificate. Mr. Vargas worked in the Positivo Group for two years, acting in the administrative and financial areas. Mr. Vargas is currently a partner of the company Libero Administração de Bens, and Positivo Group Board of Directors member since 2017.

Management

Positivo Tecnologia’s executive officers are responsible for the representation, administration and management of the Company, particularly of its everyday operations, and for implementing the policies and general guidelines set by its Board of Directors.

Under Brazilian Corporation Law, Positivo Tecnologia’s executive officers should reside in Brazil and may or may not be its shareholders. In addition, a maximum of one-third of its directors may also serve as the Company’s officers.

Under Positivo Tecnologia’s by-laws, the Board of Executive Officers may comprise a maximum of 12 officers. Currently, the Company’s Board of Executive Officers comprises six members. The Company’s officers are elected by its Board of Directors for two-year terms, are allowed to be re-elected, and may be removed by its directors before the expiration of their term of office.

Name Age Inauguration Date Office
Hélio Bruck Rotenberg 58 05/21/2019 CEO

Hélio Bruck Rotenberg. Mr. Rotenberg graduated in Civil Engineering from Universidade Federal do Paraná (UFPR) in 1983, and earned a master‘s degree in Computer Science from PUC/RJ in 1987. He joined Grupo Positivo in 1988, becoming the head of the computer science program of Faculdades Positivo (today Universidade Positivo). In 1989 Mr. Rotenberg led the creation of Positivo Tecnologia, helping the company assume the position of leader in the domestic computer market, while putting Brazil in the international map of exports of Educational Technology. He served as independent member of the Board of Directors of Rodobens Negócios Imobiliários S.A. in 2008 and 2009.

Caio Gonçalves Moraes 47 07/27/2020 Vice President of Finance and IR

Caio Gonçalves Moraes. Vice-President of Finance and IR, graduated in Chemical Engineering in 1998 from USP, with specialization in Finance from FGV in 1999. Mr. Moraes was CFO and IRO at Iochpe Maxion S.A. from 2016 to 2020, CFO at Mahle Metal Leve S.A. from 2013 to 2016, and CFO at the South Korean unit of Valeo from 2008 to 2012. He also has experience as a finance executive, controller and with M&A in other large local and international companies.

Marielva Andrade Dias 56 05/21/2019 Vice President of Government and Strategic Accounts

Marielva Andrade Dias. Vice President of Government and Strategic Accounts. She graduated in civil engineering from Universidade Federal do Paraná in 1983. She has a 2003 MBA in corporate management from Fundação Getúlio Vargas and, in 2013, concluded an MBA in Finance from IBMEC/UP. Before joining its company she was a civil engineer and was responsible for several construction works in Paraná, having founded Andrade Dias Construção Civil Ltda., as managing shareholder and chief engineer. She has been with Positivo Tecnologia since 1992.

Álvaro Luis Cruz 55 05/21/2019 Vice President of Educational Technology

Álvaro Luis Cruz. Vice President of Educational Technology. Graduated in Architecture at São Paulo University. Master of Business Administration on Strategic Planning – Global Business from University of Pittsburgh, 2002. Studied at University of Pennsylvania, Wharton School Strategy and Global Planning, 2009. Attended the CEO Program at IESE Business School, 2009. Worked as marketing director at QMágico, company focused on educational technology solutions, from 2013 to 2016. Also worked as country manager at Mind Group International and director at Mind Lab, both educational technology companies, from 2009 to 2012. Held a CEO position at Lego Educational Brazil and a COO position at Lego ZOOM Int. / Denmark/Brazil, from 2007 to 2009. Worked as Development Director at Kroton Education, from 2004 to 2007. Currently is member of the advisory committee at Integer Group.

Fiscal Council

The Company‘s Fiscal Council, which is not permanent, was installed pursuant to the law and comprises three (3) sitting members and three (3) alternate members, shareholders or not, elected by the 2019 Annual Shareholders‘ Meeting, after required by a number of shareholders.

Name Age Inauguration Date Office
Lincon Lopes Ferraz 37 06/01/2020 Effective Advisor

Lincon Lopes Ferraz. Mr. Ferraz earned a degree in Economics from USP in 2006, and an MBA from Fundação Dom Cabral in 2015. He has been CFO at Club Athletico Paranaense since 2019. He served as CFO and IRO at Positivo Tecnologia from 2013 to 2019, and held positions as IR executive from 2008 to 2013 at Positivo Tecnologia and Grupo JSL.

Rafael de Souza Morsch 30 06/01/2020 Effective Advisor

Rafael de Souza Morsch. Founding partner and officer of Zenith Asset Management (2012 up to the present time). He is a manager accredited by the CVM for managing security portfolios. He graduated in Economics from the Federal University of Rio Grande do Sul – UFRGS. He worked as an investment analyst trainee at Solidus S/A CCVM. He was a member of the Board of Directors of LIQ Participações S/A. He was a sitting member of the Fiscal Council of Forjas Taurus S/A and Excelsior Alimentos S/A. He is a sitting member of the Fiscal Council of Companhia Tecidos Santanense S/A, ENCORPAR S/A and COTEMINAS S/A.

Irineu Homan 48 06/01/2020 Effective Advisor

Irineu Homan. Accountant and auditor, he graduated from Universidade do Vale do Rio dos Sinos – UNISINOS in 1987 and has a postgraduate degree in Management Accounting and Auditing from Centro Universitário Franciscano do Paraná – FAE Business School (2006). Mr. Klein began his audit activities at PwC Brasil (PriceWaterhousCoopers) in 1979. In 1994, he worked as a Controller at a large company. In 1998, he joined Grupo Consult and, in 1999, became an audit managing partner, a position he occupies until this date.