Board, Council and Committees

Board of Executive Directors

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:

Henry Borenstein

Chief Executive Officer

Henrique Borenstein

Deputy Chief Executive Officer

Roberval Lanera Toffoli

Vice President

Fabiana Parsloe Lex

Marketing Executive Officer

Marcelo Lima Bonanata

Sales Executive Officer

Denervaldo Aparecido Setin

New Business Development Officer

Acyr de Oliveira Pereira

Controlling and Accounting Director

Andrea Altieri Bittencourt

Legal Officer

Leonardo Fuchs Piloto

Chief Financial and Investor Relations Officer

Board of Directors

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:

Henrique Borenstein

Chairman

Henry Borenstein

Vice Chairman

Moacir Teixeira da Silva

Independent Member

Francisco Andrade Conde

Independent Member

Marcelo Vitorino Cavalcante

Independent Member

Sérgio Alexandre Figueiredo Clemente

Member

Fabio de Araujo Nogueira

Member

Board of Fiscal

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.

Caio Cotait Maluf

Effective Member

Eduardo Rogatto Luque

Effective Member

Luiz Henrique Mazetto Veronezi

Effective Member

Luiz Cláudio Fontes

Alternate Member

Luiz Rogelio Rodrigues Tolosa

Alternate Member

Samuel Severo da Silva

Alternate Member

Statutory Audit and Risk Committee

The Committee has the function of advising the Board of Directors in the supervision:

  • The quality and integrity of financial statements and relevant financial reports submitted to regulatory bodies, including information and measurements disclosed based on adjusted accounting data and non-accounting data that add elements not foreseen in the usual financial statement reporting structure;
  • the Company’s adherence to legal and regulatory requirements;
  • The aspects pertinent to the qualification, performance and independence of the independent auditors;
  • The evaluation and monitoring of corporate risks and respective internal controls;
  • Transactions with related parties.

To view the Internal Regulations, click here.*

Moacir Teixeira da Silva

Member

Emerson Fabri

Member

Luiz Antonio Guariente

Member