Veste’s board of directors is the decision-making body responsible for, among other things, determining, implementing and monitoring their general business guidelines, including their long-term strategy. Their board of directors is also responsible for appointing and supervising the activities of their executive officers.
Under Brazilian Corporate Law, the board of directors is also responsible for contracting independent auditors.
Veste’s board of directors meets four times a year, and every time its chairman or the majority of its members calls a meeting. The decisions of their board of directors are taken by affirmative vote of the majority of its members present at the meetings.
According to their bylaws, their board of directors must be composed of at least five and up to twelve members. Each board member must hold at least one of their common shares. The members of their board of directors are elected at annual shareholders’ meetings for a one-year term, and are eligible for reelection. Members of their board of directors are subject to removal at any time at their annual shareholders’ meeting. According to their bylaws, at least 20.0% of the members of their board of directors must be independent. In addition, all new members of their board of directors must execute a management compliance statement as a requirement for serving on their board.
Under Brazilian Corporate Law, the members of the board of directors are restricted from voting at shareholders’ meetings or participating in any transaction or business in which that member has a conflict of interest with the Company.
The following table sets forth the current members of their board of directors and their positions:
Mr. Marcelo Faria de Lima is the Chairman of the Company’s Board of Directors. He is also the Chairman of Metalfrio Solutions S.A’s Board of Directors (6+ years) and a Member of Sonae SGPS’s Board of Directors (Portugal) (3+ years). In the USA, he was a Member of Banco C1 Financial’s Board of Directors (7+ years). He was the Chairman of Alper Consultoria e Corretora de Seguros S.A’s Board of Directors (2+ years). Graduated in Economics at the Pontifical Catholic University of the State of Rio de Janeiro (PUC/RJ), where he acted as Macroeconomics professor (2+ years).
Mr. Livinston Martins Bauermeister is the Vice-Chairman of the Board of Directors (on which he has served for 6+ years) and has over 25 years of professional experience. He served as Chief Executive Officer at VESTE (7+ years) and as a member of its Board of Directors (18+ years). He is a member of the Board of Directors of Metalfrio Solutions S.A. (in which he has been acting for 10+ years) and a member of the Board of Directors of ABVTEX (in which he has been acting for 1+ year), in addition to having served as Vice-Chairman of the Board of Directors of Produquímica Indústria e Comércio S.A. (1+ year). He has the Experienced Director Certification – CCIe from IBGC. He is a Securities Portfolio Manager authorized by the Brazilian Securities and Exchange Commission (CVM) and holds the CGA, CGE and CFG Managers Certification from ANBIMA, having served for more than 15 years as an Statutory Officer and manager of investment funds at Artesia Gestão de Recursos S.A. He also worked in the areas of Mergers & Acquisitions, Corporate and Public Companies of Barbosa, Müssnich & Aragão (7+ years). He attended the OPM – Owner/President Management Program at Harvard Business School, and is currently attending the Professional Doctorate of Administration at EAESP-FGV, holds a Master’s Degree in Capital Markets from PUC/SP, an MBA from EPGE-FGV, a Degree in Law from UniFMU, in addition to graduate and extension programs by Saint Paul (SEER Program for CEOs), Singularity University (Executive Program), New York University (Mergers & Acquisitions and Corporate Finance) and Parsons Paris (Business of Luxury).
Mr. Paulo Souza Queiroz Figueiredo is the acting CEO of Dommo Energia S.A. (4+ years). Managing Partner at Geribá Investimentos (16+ years). Member of the Board of Directors of Polo Films (6+ years). Member of the Board of Directors of Mais Energia (9+ years). He was a member of the Ecogen’s Board of Directors (4+ years). He served as Statutory Officer of Atvos S.A. (9 months). He was a member of the Board of Directors of Usina Santa Vitória Açúcar e Álcool (2+ years). He was a member of the Audit Committee of Companhia Muller de Bebidas (Cachaça 51) (1+ year). He was Co-Founder and officer of Luxetrade (3+ years). He worked as an Investment Banking associate at Morgan Stanley (4+ years). Bachelor of Arts in Economics / Arts in Philosophy from Colgate University (1998).
Mrs. Luciana Cezar Coelho is the Founding and Managing Partner of STS GAEA Capital (7+ years). She has large experience in mergers and acquisitions, corporate restructuring, debt and equity capital markets, corporate financial restructuring and private equity investment. She is a Member of the Board of Directors and of the Audit & Risk Committee of Energisa S.A. (2+ years). She is also a Member of Harvard University Global Advisory’s Board of Directors (2+ years), among other entities. She was a Member of Norte Energia S.A. – Usina Belo Monte’s Board of Directors (2+ years). She was one of the founding partners of STK Capital (7+ years) and VirtusBr Partners (4+ years). She was responsible for the Commercial area covering clients in the industrial segment at Banco Santander and Banco ABN Amro’s Director (5+ years). She was the Investment Banking Vice-President at Merrill Lynch in SP and the Mergers & Acquisitions Vice-President at Merrill Lynch in NY (4+ years). She was an Associate in the Merger and Acquisitions Group of Lehman Brothers in NY (2+ years). She taught Finance and Game Theory courses at Harvard University, Harvard Summer School and the Pontifical Catholic University of the State of Rio de Janeiro (PUC-RJ). She has a Master’s Degree and Ph.D in Economics from PUC/RJ and Graduated in Economics at UFRJ.
Mr. João Marcos Pequeno de Biase graduated in Economics from the Federal University of Rio de Janeiro – UFRJ. He served as Executive Officer and Head of Banking in the structure of Santander Corporate & Investment Banking – SCIB. Before joining Banco Santander Brasil, he worked at Banco Itaú BBA (12+ years), where he served as Global Head of Corporate and Investment Banking, Executive Officer responsible for the commercial area and head of the bank’s origination team. He served as Officer and Head of Sales and Global Markets Coverage at Deutsche Bank (4+ years). He was Officer of Investment Banking and sales of fixed income products at Credit Suisse in São Paulo (7+ years). He held several positions at Banco de Investimentos Garantia (7+ years), including head of the office located in Rio de Janeiro, manager of the capital markets area and responsible for the settlement and back office of all operations of client companies. Mr. De Biase began his career in 1989 as a Trainee in the Economic Planning team at Petrobras Comercial Internacional.
Mrs. Carolina Rossi Wosiack is a member of the Board of Directors of CI&T (NYSE: CINT) (3+ years). Managing Director for EMEA (London) at CI&T (NYSE: CINT) (3+ years), having previously held the positions of Officer for Digital Transformation Strategy (São Paulo/London), Head of Digital Transformation Strategy – Latam Executive Manager (São Paulo). Previously, she held positions at Innoscience Innovation Firm, Roche, Sanofi, Johnson & Johnson and Ericsson. Sloan Master’s in Leadership & Strategy: Scholarship at London Business School, 2019. Harvard Global Health and Population Certificate – Harvard T.H. Chan School of Public Health, 2015. International MBA by Universidad Antonio de Nebrija, 2008. Bachelor of Business Administration by the Federal University of Rio Grande do Sul (UFRGS), 2006. Bachelor of Foreign Affairs by Università di Bologna, 2005.
Veste’s executive officers are their legal representatives and are mainly responsible for managing their day-to-day operations and implementing the general policies and guidelines set forth by their board of directors.
Brazilian Corporate Law provides that executive officers must reside in Brazil but do not need to be shareholders of the company. In addition, up to one-third of the members of their board of directors may also serve as their executive officers.
The members of their board of executive officers are elected by the board of directors for a three-year term, and may be reelected for subsequent terms. Any officer may be removed by the board of directors before the expiration of his/her term.
Pursuant to their bylaws, their board of executive officers shall be composed of at least three and up to twelve members, including a chief executive officer, a chief financial officer, an investor relations officer, a design officer, a commercial officer, an operating officer and a retail officer. According to their bylaws, the position of investor relations officer may be performed cumulatively with any other position in the board of executive officers, as determined by the board of directors. Under the Novo Mercado rules, all members of their board of executive officers must execute a management compliance statement as a requirement for serving on the board of executive officers.
Mr. Alexandre Calixto Afrange is the current CEO of VESTE, the controlling group of the brands LE LIS, Dudalina, John John, BO.BÔ and Individual. Alexandre Afrange began his career in 1988 and was one of the masterminds of this digital, dynamic and productive industry, as we all know it nowadays. He was only 29 years old, and holding a degree of business administration from Mackenzie University, he was the CFO responsible for the beginning of the expansion process of LE LIS. Seeing a growth potential and leading the development of the supply chain was fundamental to this scenario, with scope of employees, which went from 100 in 1996 to 3 thousand in 2014. In 2007, he carried out the sale of the group control, formerly known as Restoque, and took it to a higher level, increasing its gross revenue from approximately R$200MM in 2007 to R$800MM in 2014 – (without Dudalina). After an off period between 2014 and 2020, he has returned to the market in 2021 as General Officer of Operations of the group, starting a new cycle of growth and profitability.
Mr. Santos is the Chief Financial Officer of the company. He was Financial Director at Metalfrio Solutions S.A. (5+ years in two different periods). He was also Operations Director at Abyara Planejamento Imobiliário S.A. (3+ years), Controller at Atento Brasil S.A. (1+ year) and he worked at Arthur Andersen/Coopers & Lybrand (auditing firm) where his last position was Senior Manager (11+ years). He is graduated in Accounting from Universidade São Judas.
Miss Elisa Bastos de Lima is the Company’s Investor Relations and Financial Planning Officer. Before joining Veste S.A. Estilo in August 2022, Elisa has worked for McKinsey and JAB Holding Company as MBA Summer Associate in 2021, and for Ambev (3+ years) in the Investor Relations and Financial Planning departments. Previously, Elisa had worked at the Kraft Heinz Company in the Financial Planning and Revenue Management departments (1+ years). She holds a Bachelor’s Degree in Economics from the University of São Paulo (USP) and an MBA from Harvard Business School.
Mrs. Viacava is Store Supervision Director of the Company. Previously, she was Commercial Manager (4+ years) and Finance Manager (1+ year). She also was co-founder of Bo.Bô brand. She worked as a Trader at Cutrale Quintella and Auditor at Trevisan e Associados Auditores Independentes. She is graduated in Economics from FAAP.
Mr Rogério Okada is Supply and Logistics Director of the Company. He has over 20 years of professional experience in Logistics acting in retail companies and logistic operators. He was Logistics Director at Inbrands (5+ years) where he led projects and implementations in six distribution centers. He was Logistics Manager at Lojas Renner (1+ year), Operations General Manager at Ceva Logistics, responsible for Robert Bosch and LG operations (2+ years) and Planning and Operations Manager at Casas Pernambucanas (6+ years). He is Post-Graduated in Logistics from São Judas University and Graduated in Production Engineer from Universidade Paulista.