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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 50 04/30/2021 Chairman of the Board (non-executive and independent)

Alexandre Silveira Dias is a founding partner at São Pedro Capital, an independent asset management company focused on PIPE and pre-IPO. He was also a partner and a member of the Investment Committee of Victoria Capital Partners, an independent  private equity firm with a focus on Latin America. With nearly 30 years of professional experience, he held the position of CEO at several companies including Anhanguera Educacional (now part of Cogna Educação), Google (Brazil) and DIRECTV in Argentina, Uruguay and Peru. At the DIRECTV Group, he served in the financial planning, business development, and sales and marketing areas. He was also an Executive Officer at SKY Brasil. At McKinsey & Company, he was a consultant focused on financial institutions and telecom and worked in the company’s offices in Brazil, Argentina and Mexico. He previously worked in the M&A area at Robertson Stephens, an investment bank based in the USA; in the Credit Suisse’s private equity division in Brazil; and in the Arthur Andersen’s audit division also in Brazil. He was the Chair of the Board of Directors of Damásio Educacional, Elemidia, Grupo Oncoclínicas and Qualicorp. He is currently the Chair of the Board of Directors of Positivo Tecnologia and an independent member of the Board of Directors of Aliansce Sonae. Alexandre is a civil engineer, graduated from the State University of Campinas (UNICAMP) in 1993 and received an MBA from UCLA Anderson School of Management.

Giem Raduy Guimarães 52 04/30/2021 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 40 04/30/2021 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.

Hélio Bruck Rotenberg 60 04/30/2021 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 55 04/30/2021 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 32 04/30/2021 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.

Adriana Netto Ferreira Muratore de Lima 58 04/30/2021 Independent Board Member

Ms. Adriana Muratore earned a degree in Business Administration from EASP-Fundação Getúlio Vargas and completed an MBA from FIA/USP and Vanderbuilt University and the Advanced Management Program (AMP) from INSEAD. She held the following positions in recent years: partner at Actavox Consultoria, Senior Vice-President of Sales, Marketing and Restocking of Walmart Brasil, CMO at Carrefour Brasil, CMO at Parmalat Brasil, Officer at Hypermarcas and Officer at Unilever Brasil in several areas, such as marketing in Brazil and globally, sales and sustainability, among others. The criterion for determining the independence of the members of the Board of Directors is the Novo Mercado Regulation.

Marcel Malczewski 57 04/30/2021 Independent Board Member

Marcel Malczewski is the founder of Bematech, a developer of commercial automation technology solutions acquired by TOTVS in 2015. Marcel was an officer and a member of the Board of Directors of Bematech until 2001, when he became the CEO. He held this position until 2009, when he became the Chairman of the Board of Directors. He is currently a partner and the president of Trivèlla M3 Investimentos, a venture capital asset manager focused on the IT sector. He earned a bachelor’s degree in Electrical Engineering from the Federal University of Paraná, a bachelor’s degree in Business Administration from Harvard Business School, and a master’s degree in Industrial Computer Science from the Federal Center of Technological Education of Paraná. He was also a professor and coordinator of the Computer Engineering Program at the Pontifical Catholic University of Paraná.

Roberto Pedote 54 04/30/2021 Independent Board Member

Roberto Pedote is a member of the Decision-Making Board of the NGO WWF-Brasil and copresident of the Structure and Engineering Services Board of Mills, a company that provides rental of equipment for working at heights and for highly complex construction works. From 2015 and 2018, he was the dean of Insper’s graduate programs and executive education. He served as the vice president of the Finance, Legal and Investor Relations Areas at Natura and held the position of CFO at Nokia and Unilever. From 2014 to 2015, he was a member of the global committee of the International Integrated Reporting Council (IIRCC) and of the Reporting Initiative (GRI). He was also a member of the externalities evaluation team of World Business Council for Sustainable Development (WBCSD). He has a bachelor’s degree in Public Administration from the Getúlio Vargas Foundation, a bachelor’s degree in Law from the University of São Paulo and an MBA from the University of Michigan.

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 05/04/2021 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 de Moraes 47 05/04/2021 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 05/04/2021 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 05/04/2021 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.

Rodrigo Guercio Teixeira 47 05/17/2021 Corporate Vice President Director

Rodrigo Guercio Teixeira. Rodrigo is an experienced executive with more than 22 years in the technology industry. Prior to joining Positivo, he worked for companies such as Bull, Jabil, Dell, AMD, HP, HPE and Lenovo. With extensive experience in the Brazilian market, he is recognized as a customer-focused leader who is always seeking to outgrow the market in which he operates. Throughout his career, he had the opportunity to contribute to different business areas, such as supply chain, procurement, logistics, production planning, product management and segmentation. He also had extensive experience in sales, pre-sales and channels in the Hardware, Software and Services area, where he frequently led teams and direct and indirect sales processes in different industries and segments. Rodrigo also had the opportunity to participate in a number of merger and acquisition processes, and spin-off of operations and segments that provided him with extensive experience and resilience.
Guercio earned a degree in Business Administration and has been living in São Paulo for 14 years. He has had many experiences abroad and is fluent in English and Spanish.

Fiscal Council

The Company’s Fiscal Council, which is not permanent, was installed in accordance with the law and consists of three (3) sitting members and an equal number of alternate members, whether shareholders or not, elected by the 2021 Annual Shareholders’ Meeting. The works of the Fiscal Council are governed by its Internal Regulstions (Portuguese Only), approved at a meeting of the Fiscal Council held on May 18, 2018.

Name Age Inauguration Date Office
Lincon Lopes Ferraz 38 04/30/2021 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.

Carlos Tortelli 62 04/30/2021 Alternate Board member

Mr. Carlos Tortelli, in addition to holding the position of alternate member of the Company’s Fiscal Council, also performed the role of Consulting Managing Partner at Consult Auditores Independentes, which operates in the business consulting sector. With over four decades of experience, Consult is recognized as one of the most respected consulting firms in the country. Supported by an extensive network of contracts and partners, it focuses on advising companies and economic groups in many market segments.

Irineu Homan 48 04/30/2021 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.

Paulo Sérgio da Silva 53 04/30/2021 Alternate Board member

Mr. Paulo Sérgio da Silva, in addition to holding the position of alternate member of the Company’s Fiscal Council, also performed the role of Audit Managing Partner at Consult Auditores Independentes, which operates in the business consulting sector.

Guilherme de Pádua Aboud 33 04/30/2021 Effective Advisor

Mr. Guilherme Aboud is an investments professional and executive partner at São Pedro Capital. Guilherme was Strategic Advisor to the Executive Board of Caixa Econômica Federal, where he carried out divestments of assets from the Brazilian government managed by Caixa, strategic discussions regarding the bank’s businesses and initiatives to improve governance. Between 2010 and 2015, Guilherme worked in the Investment Banking team of Banco Barclays S.A., in more than one hundred M&A, ECM and DCM projects involving large Brazilian and global companies, in the telecommunications, mining, energy, pulp and paper, consumption, retail and healthcare sectors. He also served in other companies, including Banco Citibank S.A., Mastercard Brasil Soluções de Pagamentos LTDA., Astoria Capital Partners and Brasilpar Serviços Financeiros Ltda. Guilherme holds a degree in Business Administration from the Getulio Vargas Foundation – FGV and an MBA from the UCLA Anderson School of Management.

Felipe da Silva Cardoso 28 04/30/2021 Alternate Board member

Mr. Felipe da Silva Cardoso holds an aeronautical engineering degree from the Aeronautical Institute of Technology and has served in the following positions in the last five years: (i) Investment analyst and executive partner at São Pedro Capital, an independent investment company specialized in alternative investments; and (ii) Private equity and restructuring analyst at Starboard Restructuring Partners, an independent financial advisory and investment firm focused on special situations.