Board and Committee

Board of Directors

Members of the Board of Directors Position Election Date End of Term
David Abramo Randon Chairman 26/04/2018 25/04/2020
Astor Milton Schmitt Vice Chairman 26/04/2018 25/04/2020
Daniel Raul Randon Member 26/04/2018 25/04/2020
Carlos Alberto Araujo Netto Member 26/04/2018 25/04/2020
Bruno Chamas Alves Member 26/04/2018 25/04/2020

Fras-le’s Bylaws (Portuguese only) determine that the Board of Directors is responsible for the following duties, among others:

  • setting the general guidelines for the Company’s business;
  • approving development plans, as well as the investments necessary for their execution;
  • electing and removing from office the Company’s executive officers, determining their functions and supervising their management;
  • setting and distributing, within the limits established each year by the Annual General Meeting, the compensation of management as well as the value of the profit-sharing scheme;
  • convening the Annual and Extraordinary General Meetings, in accordance with applicable law or whenever deemed expedient;
  • giving an opinion on the report from management, the financial statements and the accounts from management;
  • electing and removing the independent auditors
  • authorizing the acquisition of shares issued by the Company to be cancelled or held in treasury for subsequent sale;
  • approving an increase in the Company’s capital within the authorized limit; and
  • approving the signing of agreements, acts or contracts between the Company and related parties, as well as other agreements important to Fras-le’s business.

Executive Board

Executive Officers Position Date of Election End of Term
Sergio Lisbão Moreira de Carvalho Chief Executive Officer  26/04/2018 25/04/2019
Paulo Ivan Barbosa Gomes Officer 26/04/2018 25/042019
Anderson Pontalti Officer 26/04/2018 25/04/2019

Fras-le’s board of directors is formed by at least two and at most nine members, of which one is a Chief Executive Officer and one is a Vice Chief Executive Officer, with the other officers holding no specific designation. All officers are elected and may be removed at any time by the board of directors, and serve for terms of two years with reelection permitted.

According to Brazilian Corporation Law, an officer must be a resident of Brazil but is not required to be a shareholder in the company.

Fras-le’s officers are responsible for representing the Company, actively and passively, in court or out of court, as well as for managing the company’s general business and executing all administrative acts and acts of disposal required or expedient for fulfilling the corporate purpose, including the signing of acts and agreements of any nature or for any purpose, including the acquisition or pledging of fixed assets, the creation of real encumbrances and the giving of guarantees against third-party obligations, observing the restrictions established in the Bylaws.

The decisions of the Executive Board are taken by a majority of votes, with the chair of meetings holding the deciding vote.

Fiscal Council

Members of the Fiscal Council Position Election Date End of Term
Rogério Luiz Ragazzon Member 26/04/2018 25/04/2019
Carlos Osvaldo Pereira Hoff Member 26/04/2018 25/04/2019
Fernando Barbosa de Oliveira Member 26/04/2018 25/04/2019

According to Brazilian Corporation Law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent, it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Fras-Le’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. Brazilian Corporation Law requires that the fiscal council members receive remuneration not lower than 10% of the average remuneration of the board of directors.

Fras-Le’s bylaws provides for a non-permanent fiscal council to be installed at the request of the Company’s shareholders. The fiscal council is currently installed.

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