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Helbor’s Board of Directors is composed of a minimum of three and a maximum of 11 members, shareholders or not, resident in the country, elected by the Board of Directors for a two-year term of office, and they may be re-elected, and they must remain in their positions until the election and inauguration of their successors.
The Executive Board is responsible for the management of the business in general and for the practice of all acts necessary or convenient for such purpose, except those for which the General Meeting or the Board of Directors is empowered by law or by the Company’s Bylaws.
The Executive Board shall meet ordinarily at least once a month and, extraordinarily, whenever the corporate business so requires. The meetings shall be convened by the Officers and shall only be installed with the presence of the majority of its members. The decisions of the Executive Officers shall be taken by a majority vote of those present at the meeting or who have manifested their vote in the form of Bylaws, observing the cases of vacancy or temporary absence, under the terms of the Bylaws, and the Chief Executive Officer shall have the casting vote.
Helbor’s officers have individual responsibilities established by the Board of Directors and bylaws.
The following table presents the names, dates of election, the term of office and positions of the executive officers:
Name | Elective Position Occupied | Election Date | End of Mandate |
---|---|---|---|
Henry Borenstein | Chief Executive Officer | 05.11.2023 | 2025 |
Henrique Borenstein | Deputy Chief Executive Officer | 05.11.2023 | 2025 |
Roberval Lanera Toffoli | Vice President | 05.11.2023 | 2025 |
Fabiana Parsloe Lex | Marketing Executive Officer | 05.11.2023 | 2025 |
Marcelo Lima Bonanata | Sales Executive Officer | 05.11.2023 | 2025 |
Denervaldo Aparecido Setin | New Business Development Officer | 05.11.2023 | 2025 |
Acyr de Oliveira Pereira | Controlling and Accounting Director | 05.11.2023 | 2025 |
Andrea Altieri Bittencourt | Legal Officer | 10.25.2023 | 2025 |
Leonardo Fuchs Piloto | Chief Financial and Investor Relations Officer | 04/12/2023 | 2025 |
The Board of Directors is the collegiate decision-making body responsible for establishing Helbor’s general business policies and guidelines, including long-term strategy, control, and performance monitoring. It is also responsible, among other duties, for supervising the management of the Company’s officers. According to the Brazilian Corporate Law, each director must hold at least one share issued by the Company.
Helbor’s Bylaws established a minimum of five and a maximum of nine directors, one of whom will be the Chairman and the other the Vice Chairman, all shareholders. The directors are elected at an Ordinary General Meeting for a unified term of two years and may be re-elected and removed from office at any time, and must remain in office until their successors take office. All new members of the Board of Directors must sign a Statement of Consent from the Directors, subject to their signing this document. According to the Novo Mercado Regulations, at least 20% of the directors must be Independent Directors. For more information on Independent Directors, see the Corporate Governance – Overview section.
The Board of Directors meets whenever called upon by its Chairman, its Vice-Chairman or by the majority of its members, or at the request of the Executive Board, when the corporate interests so require, preferably at Helbor’s headquarters. The meetings of the Board of Directors will be installed, in a first call, with the presence of at least three members in office or with a simple majority of the members in office, whichever is greater, and, in a second call, with a simple majority of the members in office. Any resolution shall be passed with the favorable vote of the majority of the members in office, observing the cases of temporary absences and vacancies, under the terms of the Bylaws, and the Chairman of our Board of Directors shall have the casting vote.
The General Shareholders’ Meeting shall determine, by majority vote, and blank votes shall not be counted before its election, the number of members of our Board of Directors to be filled in each fiscal year, observing a minimum of five members. The Brazilian Corporation Law, combined with CVM Instruction No. 282 of June 26, 1998, allows the adoption of the multiple vote process, upon request by shareholders representing at least 5% of the voting capital stock.
To view the Internal Regulations, click here.*
The following table presents the names and positions of the members of the Board of Directors:
Name | Elective Position Occupied | Election Date | End of Mandate |
---|---|---|---|
Henrique Borenstein | Chairman | 04.28.2023 | 2025 |
Henry Borenstein | Vice Chairman | 04.28.2023 | 2025 |
Moacir Teixeira da Silva | Independent Member | 04.28.2023 | 2025 |
Francisco Andrade Conde | Independent Member | 04.28.2023 | 2025 |
Marcelo Vitorino Cavalcante | Independent Member | 04.28.2023 | 2025 |
Sérgio Alexandre Figueiredo Clemente | Member | 04.28.2023 | 2023 |
Fabio de Araujo Nogueira | Member | 04.28.2023 | 2025 |
The Company’s Fiscal Board is made up of 3 (three) full members and an equal number of alternates, with a unified term of office of one year, and may be re-elected.
The Audit Board has the powers and duties conferred on it by law, and is responsible for, among other duties established by law, (i) overseeing the acts of the Company’s management, verifying compliance with its legal and statutory duties; (ii) giving an opinion on the Management Report; (iii) giving an opinion on the proposals of the management bodies to be submitted to the General Meeting in cases where this opinion is required by law; (iv) analyzing the quarterly financial information; and (v) examining the financial statements for the year and issuing an opinion on them.
Name | Elective Position Occupied | Election Date | End of Mandate |
---|---|---|---|
Caio Cotait Maluf | Effective Member | 04/30/2024 | OGM OF 2025 |
Eduardo Rogatto Luque | Effective Member | 04/30/2024 | OGM OF 2025 |
Luiz Henrique Mazetto Veronezi | Effective Member | 04/30/2024 | OGM OF 2025 |
Luiz Cláudio Fontes | Alternate Member | 04/30/2024 | OGM OF 2025 |
Luiz Rogelio Rodrigues Tolosa | Alternate Member | 04/30/2024 | OGM OF 2025 |
Samuel Severo da Silva | Alternate Member | 04/30/2024 | OGM OF 2025 |
The Committee has the function of advising the Board of Directors in the supervision:
To view the Internal Regulations, click here.*
Name | Elective Position Occupied | Election Date | End of Mandate |
---|---|---|---|
Moacir Teixeira da Silva | Member | 05/11/2023 | 2025 |
Emerson Fabri | Member | 05/11/2023 | 2025 |
Luiz Antonio Guariente | Member | 05/11/2023 | 2025 |