Board and comitees

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Board of Directors

Board of Directors

Members Date of Election End of Term
Eleazar de Carvalho Filho – Chairman 03/16/2023 GSM (General Shareholders Meeting) 2025
Marcos Grodetzky – Vice-Chairman 03/16/2023 GSM (General Shareholders Meeting) 2025
Rodrigo Modesto de Abreu 03/16/2023 GSM (General Shareholders Meeting) 2025
Henrique José Fernandes Luz 03/16/2023 GSM (General Shareholders Meeting) 2025
Raphael Manhães Martins 03/16/2023 GSM (General Shareholders Meeting) 2025
Renato Carvalho Franco 06/07/2024 Until the election of the Board of Directors at the EGM, in accordance with the JR Plan (clause 7.3.1) and Law 6.404/76 (art. 150)
Francisco Roman Lamas Mendez-Villamil 06/07/2024 Until the election of the Board of Directors at the EGM, in accordance with the JR Plan (clause 7.3.1) and Law 6.404/76 (art. 150)
Paul Aronzon 06/07/2024 Until the election of the Board of Directors at the EGM, in accordance with the JR Plan (clause 7.3.1) and Law 6.404/76 (art. 150)

Eleazar de Carvalho Filho

Born on 07/26/1957, he is a founding partner of Virtus BR Partners – an independent financial consulting firm – and Sinfonia Capital. Prior to founding Virtus BR Partners, Eleazar was a partner and CEO of Unibanco Banco de Investimento, President of BNDES, and CEO of UBS Brasil. Previously, Eleazar was responsible for the corporate finance division of Banco Garantia in the Rio de Janeiro office, director and treasurer of Alcoa Aluminum, and director of the international area of Crefisul (Citigroup). Eleazar has extensive experience as a director of large listed companies in Brazil and abroad, and was a member of the boards of directors of Brookfield Renewable Partners L.P, Tele Norte Leste Participações, Petrobras, Companhia Vale do Rio Doce, Eletrobrás, Alpargatas, Companhia Brasileira de Distribuição (Grupo Pão de Açúcar/Cnova N.V., among others, and was also Chairman of BHP Billiton Brasil. Currently, Eleazar is a member of the Board of Directors of Brookfield Renewable Corporation and TechnipFMC plc, as well as an alternate member of the Board of Directors of V.tal – Rede neutra de telecomunicações S.A. He is also the Chairman of the Board of Trustees of the Brazilian Symphony Orchestra Foundation. Eleazar holds a B.A. in Economics from New York University and an M.A. in International Relations from The Johns Hopkins University. Mr. Eleazar serves on 4 boards of directors of publicly-held companies, including Oi.

Claudia Quintella Woods

Born on 08/26/1975, has experience in strategic planning, marketing and sales and proven expertise in digital and multinational start-ups, Ms. Claudia Woods holds a Bachelor of Arts degree from Bowdoin College, with a double major in Environmental Sciences and Spanish and a secondary focus in Economics. She holds a master’s degree in Business Administration from the COPPEAD Institute of the Federal University of Rio de Janeiro (UFRJ) and also has a specialization course on Building Ventures in Latin America from Harvard Business School. He is currently CEO of We Work Latin America, since July 2021. Previously, she served as Managing Director of Uber Brazil from February 2019 to June 2021, having also served as Retail Director of Banco Original and as Executive Superintendent of Digital Channels (Corporate and Retail) of that bank. Prior to that, she held the positions of Chief Executive Officer of Webmotors.com, Director of Marketing and Digital Products of Walmart.com, Chief Executive Officer of Netmovies, Director of Marketing and Intelligence for Latin America of Clickon, Managing Director of Predicta, Senior Product Manager of L’Oréal Brazil, Relationship Marketing Manager of Ibest Company and Senior Consultant of Kaiser Associates.

Henrique José Fernandes Luz

Born on 06/08/1955, he serves as chairman of the board of directors of Cellera FarmaCEUTICA and member of the Boards of Directors of Burger King do Brasil, the Maringá Group (composed of closed companies, from the steel, energy, mining and sugarcane industries), Oi S.A. and IRB RE. He served as a member of the Board of Directors of IBGC – Brazilian Institute of Corporate Governance from 2018 to 2021 and as Chairman of the Board of Directors of IBGC – Brazilian Institute of Corporate Governance from 2018 to 2021 and as Chairman of said Board from 2019 to 2021. He was a partner and member of the executive leadership committee of the company PwC – PricewaterhouseCoopers in a career of 43 years until 2018. Graduated in Accounting in 1978 from the School of Political and Economic Sciences of Rio de Janeiro (Conjunto Universitário Candido Mendes), he attended several courses and executive programs at Harvard, Darden, London (Ontario) Business School, Universidad de Buenos Aires and Singularity University. He also serves as Vice President of the Board of the Museum of Modern Art of São Paulo. He is a member of the boards of the Syrian Lebanese Hospital and the Dorina Nowill Foundation for the Blind. Academic, holder of Chair 59 of the Brazilian Academy of Accounting.

Raphael Manhães

Born on 02/08/1983, he is a lawyer and partner at Faoro Advogados since 2010. He is a full member of the Board of Directors of Oi S.A. (since 2021) and of the Fiscal Councils of Vale S.A. (since 2015), Companhia Paranaense de Energia – Copel (since 2021), Bradespar S.A. (since 2022) and Cielo S.A. (since 2022). In the last five years, among others, he has been a member of the Boards of Directors of Light S.A. (2018 to 2019) and Eternit S.A. (from 2015 to 2020), and of the Fiscal Councils of Oi (2019 to 2021), Light S.A (2014 to 2018) and Fibria Celulose S.A. (from 2016 to 2017).

Marcos Grodetzky

Born on November 24, 1956, he acts as Vice-President of the Board of Directors of Oi S.A. since september 2018 and member of said Board since January 2018. Previously he served as alternate member of the Board of Directors of Oi S.A. from September 2015 until July 2016 and as effective member from July 2016 until September 2016. He is currently an independent member of the Board of Directors of Constellation Oil Services, of Vicunha Aços and Elizabeth S.A. Indústria Têxtil and Chairman of the Board of Directors of Burger King Brazil. He is a founding partner of Mediator Assessoria Empresarial Ltda.,a company that since 2011 acts with mediation between companies and shareholders, in addition to offering strategic and financial consulting services. Until October 2013, Mr. Marcos Grodetzky was Executive Chairman of DGB S.A., a logistics holding company belonging to Grupo Abril S.A. and parent company of the companies: Dinap – Distribuidora Nacional de Publicações, Magazine Express Comercial Imp e Exp de Revistas, Entrega Fácil Logística Integrada, FC Comercial e Distribuidora, Treelog S.A. – Logística e Distribuição, DGB Logística e Distribuição Geográfica and TEX Courier (Total Express). Between the years 2002 and 2011, He was vice president of finance and investor relations for Telemar/Oi, Aracruz Celulose/Fibria e Cielo S.A. He graduated in Economics from the Federal University of Rio de Janeiro in 1978 and participated in the Senior Management Program of INSEAD /FDC in 1993.

Paulino do Rego Barros Jr

Born on 06/04/1956, he has been a member of the Board of Directors of Oi S.A. since September 2018, a member of the Board of Directors of Boa Vista Serviços (BOAS3.SA), since the IPO process that took place in October 2020, as well as Coordinator of the Strategy, Operational Execution and Financial Risks Committee of the VHL. He served from September 2017 to April 2018 as interim CEO of Equifax, Inc. Headquartered in Atlanta, Equifax is a global leader in technology and information solutions, operating in 24 countries and employing approximately 10,000 employees worldwide. Previously, Paulino led the company’s business in the Asia-Pacific region (July to September 2017) and from November 2015 to June 2017 led the company’s U.S. Information Solutions (USIS) business, during which time Equifax’s largest business unit. From April 2010 to October 2015, he led Equifax’s international business unit with responsibility for Latin America, Europe, Asia Pacific and Canada. Prior to joining Equifax, in November 2008 he founded PB & C – Global Investments (LLC), an international investment and advisory firm, which he has chaired since its inception. From January 2007 to November 2008 he was President of Global Operations at AT & T. He held various executive positions at BellSouth Corporation from December 2000 to January 2007, before BellSouth was acquired by AT&T in January 2007, including Corporate Product Director, President of BellSouth Latin America, Regional Corporate Vice President of Latin America, and Director of Planning and Operations for BellSouth International. From February 1996 to December 2000 he worked at Motorola, Inc., having held the position of Corporate Vice President and General Manager – Latin America Group and the position of Corporate Vice President and General Manager of Market Operations – Americas, for the mobile business unit. He has also held various positions at The NutraSweet Company as well as Monsanto Company in the U.S. and Latin America. Between 2012 and 2015 he also served on the Advisory Board of Cingular Wireless, Converged Services Group, Alianza – BellSouth Corporation Latino Association, NII Holdings (NASDAQ: NIHD) – Advisor and member of the Risk Committee, and between 2018 and 2020 he was part of the Crisis Response Advisory Board DA McKinsey & Company, Inc. From 2006 to 2010 he served on the Audit and Finance Committee of Westminster Schools and the Red Cross, Georgia-US chapter between 2005 and 2008, both non-profit. He holds a degree in mechanical and electrical engineering from the School of Industrial Engineering and the School of Engineering of São José dos Campos, in São Paulo, and a master’s degree in business administration (MBA) from Washington University in St. Louis.

Roger Solé Rafols

Born on April 10th, 1974, with 23 years of experience in telecommunications, in the areas of marketing, product development, innovation, strategy and P&L management. Mr. Rafols is Vice President of Marketing (CMO) of WeWork, sice April 2020. Previously, he served as CMO for Sprint Corporation from 2015 to 2020, where he played a key role in the company’s turnaround and merger process with TMobile. Before that, he held the positions of Vice President of Marketing (CMO) (2009-2015) and Director of Consumer Marketing (2009-2011) at Tim Brasil. Previously, he was a Marketing Director (2006 to 2008) and Director of Value-Added Products and Services (2001 to 2006) at Vivo, having also worked at DiamondCluster, currently Oliver Wyman (1996 to 2001). He has a degree in Business Bachelor and Master’s Degree in Business Administration from ESADE – Escuela Superior de Administración y Dirección de Empresas, Barcelona, and post-graduation in Audiovisual Business Management by UPF – Universitat Pompeu Fabra, Instituto Desarrollo Continuuo (IDEC), Barcelona. He also attended an MBA exchange program at UCLA – University of California, Los Angeles; Advanced Management Program (Senior Management Development Program) at IESE Business School, University of Navarra, Sao PauloBarcelona; and executive education program in Finance and Value Creation Strategy at Wharton, University of Pennsylvania.

Armando Lins Netto

Born on 12/15/1968, Mr. Netto holds a bachelor´s degree in Mechanical Engineering from Universidade Federal do Pará (UFPA – 1990), a master`s degree in Mechanical Engineering from the Universidade Estadual de Campinas (UNICAMP – 1993) and a PhD in Mechanical Engineering from the University of California, Berkeley (UCB – 1999). He has been the CEO of Fleetcor in Brazil since June 2014 where he is responsible for all business and companies in the region, Mr. Netto has also worked at TIVIT, a multinational digital solutions company based in Brazil, as Vice-President responsible for business and 40 technology services from December 2006 to May 2014. Prior that, he was Executive Officer in the backing sector of Unisys from August 2004 until November 2006 and a consultant at McKinsey & Company in the São Paulo and London offices from October 1999 to January 2004.

Mateus Affonso Bandeira

Born on 06/07/1969, he holds a degree in Computer Science from the Catholic University of Pelotas, with specialization in Corporate Finance and Management from FGV and the Federal University of Rio Grande do Sul. He holds an MBA from the Wharton School, University of Pennsylvania and a specialization for CEOs (OPM) from Harvard Business School. He has been a member of the Board of Directors of Vibra Energia since September 2019, of Intelbras since March 2022, of Marcopolo since March 2022 and of V.tal – Rede neutra de telecomunicações S.A. since January 2023. Between 2011 and 2017, he was Partner-President and CEO of FALCONI – Consultores de Resultados. He was a member of the Boards of Directors of Banco Pan (2011 to 2018), PDG Realty (2012 to 2016), Terra Santa Agro (2016 to 2018) and Hospital Moinhos de Vento (since 2017). He was a member of the Deliberative Council of Fundação Estudar between 2012 and 2017. In addition, he was President of Banrisul and IR Director (2010 to 2011) and member of the CoA (2008 to 2011), Director/Undersecretary of the Treasury of RS (2007 to 2008), Secretary of Planning and Management of RS (2008 to 2010). He also served in the Federal Senate (2006), in the Ministry of Finance (2004 to 2006) and in the Secretariat of Agriculture of Rio Grande do Sul (1993 to 1999).

Rodrigo Modesto de Abreu

Born in April 1969, Mr. Abreu had served as the Chief Executive Officer of Quod – Gestora de Inteligência de Crédito S.A., a financial database management company incorporated by the five largest Brazilian banks, since July 2017. He also served as a Managing Partner at Giau Consultoria Empresarial Ltda., a business management consulting company; member of the Board of Directors of Vogel Soluções em Telecomunicações e Informática S.A., a fiber optic telecommunications operator; and Chief Executive Officer of TIM Participações S.A. (a publicly held company where he was also a member of the Board of Directors) and TIM Celular S.A., telecommunications operators. He was also Corporate VP and President of Cisco Systems do Brasil, an IT company, Managing Director of Cisco Systems for Northern Latin America and the Caribbean, President of Nortel Networks do Brasil, a telecommunications equipment company, and Chief Executive Officer of Promon Tecnologia Ltda., a technology services company, having started his career at the Promon Group. Mr. Abreu graduated with a Bachelor’s Degree in Electrical Engineering from the State University of Campinas (UNICAMP) in 1991 and holds an MBA in General Management from the Stanford Graduate School of Business in 2000.

Renato Carvalho Franco

Renato Carvalho Franco has over 40 years’ experience in management, finance, corporate restructuring and M&A. He is a founding partner of Íntegra Associados and has participated in several restructuring projects, interim management and mergers and acquisitions such as Samarco, Eternit, Renova Energia, Parmalat, Grupo Itaú (industrial area), Gradiente, Daslú, Infinity BioEnergy, among others. He was a member of the boards of Telemig, Tele Norte, Telet, Americel, and Hopi Hari and Chairman of TIW do Brasil, a subsidiary of the Canadian company Telesystem International Wireless – TIW. Renato was director of M&A at Bank of America in Brazil and superintendent of Mergers and Acquisitions at Unibanco, having participated in several transactions throughout his career, such as Vale do Rio Doce, Philco, Batavo, Etti and Infinity-Bio Energy.

Renato is a member and former director of the YPO – Young Presidents’ Organization, former Chairman of the Board of Directors of the TMA – Turnaround Management Association, and regularly coordinates and participates in seminars on turnaround and insolvency issues at universities in Brazil and abroad (Insper, Oxford, Sorbonne and Columbia). Renato is an alumnus of Harvard Business School (9 consecutive years of the YPO Gold Harvard Presidents’ Program), holds a Master’s degree in International Management from the American Graduate School of International Business – Thunderbird, and a Bachelor’s degree in Business Administration from Fundação Armando Álvares Penteado.

In the last five years, he has not had any criminal conviction, any conviction in a CVM administrative proceeding, or any final conviction, in the judicial or administrative sphere, that has suspended or disabled him from practicing professional or commercial activity.

Independent Member, in accordance with the definition of “Independent Director” contained in the Novo Mercado Regulations of B3, which is adopted by the Company’s Bylaws in its article 24.

Francisco Roman Lamas Mendez-Villamil

With a degree in Business Administration (E2) from ICADE and an MBA from INSEAD, he has over 30 years’ experience in private equity, financial consulting, restructuring processes and M&A. Throughout his career, he has worked for important national and international private equity firms, such as Avon Brasil, Brasil Brokers, and McKinsey. Francisco is currently CRO and Member of the Board of Directors of NEXPE Participações. He previously held the position of CRO at Dentix (2020-2021) and Avon Brasil (2018), as well as having served as Senior Advisor at CERBERUS (2013-2021), Director of Home Decor (2017) and as CEO and Director of Haya Real Estate (2013-2016). Between 2013 and 2018 he led several Private Equity Due Diligence initiatives across Europe and Latin America in various sectors.

In the last five years, he has not had any criminal conviction, any conviction in a CVM administrative proceeding, or any final conviction, in the judicial or administrative sphere, that has suspended or disabled him from practicing professional or commercial activity.

Independent Member, in accordance with the definition of “Independent Director” contained in the Novo Mercado Regulations of B3, which is adopted by the Company’s Bylaws in its article 24.

Paul Aronzon

Paul is a strategic financial advisor with extensive experience in successful tender offers, proxy contests, rights offerings, M&A and financing transactions, corporate reorganizations, corporate restructuring transactions and numerous successful dispute resolution matters using mediation and various settlement processes.

Paul is the founder of PSA Consulting, LLC, where he currently provides financial and business consulting and fiduciary services, including as an independent advisor, Lead Director, chair or special committee member on boards of directors for public and private companies in a variety of industries. He is also currently affiliated with Arete Capital Partners providing similar services.

Former managing partner of Milbank’s Los Angeles office and co-leader of Milbank’s Global Financial Restructuring Group, Paul has over 40 years of experience as an attorney and principal consultant. He also served as Executive Vice President of Imperial Capital and co-head of its Corporate Finance Group from 2006 to 2008.

In the last five years, he has no criminal convictions, no convictions in CVM administrative proceedings, and no final and unappealable judicial or administrative convictions that have suspended or disqualified him from practicing professional or commercial activities.

Independent Member, in accordance with the definition of “Independent Board Member” in B3’s Novo Mercado Regulations, which is adopted by the Company’s Bylaws in its article 24. Independent Member, in accordance with the definition of “Independent Board Member” in B3’s Novo Mercado Regulations, which is adopted by the Company’s Bylaws in its article 24.

FISCALCommittee

Fiscal Committee

Efective Surrogate
Alvaro Bandeira GSM 05/10/2024 Eduardo Ramos da Silva GSM 05/10/2024 Terms of Office
Through 2025 GSM
Daniela Maluf Pfeiffer GSM 05/10/2024 Wiliam da Cruz Leal GSM 05/10/2024
Cristiane do Amaral Mendonça GSM 05/10/2024 Marco Antonio Mayer Folleto GSM 05/10/2024

Cristiane do Amaral Mendonça

José Octavio Vianello de Mello

Pedro Wagner Pereira Coelho

Mr. Coelho has served as chairman of Oi’s fiscal council since April 2017 and member since April 2016. He has also served as chairman of the fiscal council of Magnesita Refratários S.A. since April 2008, as member of the fiscal council of Parnaiba Gas Natural S.A. since October 2015 and as member of the supervisory board of Estácio Participações S.A. since April 2012. Mr. Coelho was also a partner of Carpe Diem – Consultoria, Planejamento e Assessoria Empresarial Ltda. From 2011 until 2016. He worked as controller at Banco de Investimentos Garantia S/A., investment bank, from May 1982 until July 1997 and as an auditor at Pricewaterhouse Coopers Auditores Independentes from October 1978 to April 1981. Previously, he was chairman of the fiscal council of Lojas Americanas S.A., Tele Norte Leste Participações S.A., Telemar Participações S.A., TAM S.A. and Empresa Energética de Mato Grosso do Sul S.A. (Enersul). Mr. Coelho holds a bachelor’s degree in business administration from the Sociedade Universitária Augusto Motta – SUAM and in accounting from Sociedade Madeira de Ley – SOMLEY.

Marco Antonio Mayer Folleto

 

Alvaro Bandeira

Mr. Bandeira has served as a member of Oi’s fiscal council since April 2017 and as an alternate member of Oi’s fiscal council since April 2016. He has also served as chief economist of Brokerage Modalmais since 2015, the year he joined the institution. Mr. Bandeira also served as chief economist of Orama from 2011 to 2015 and held various positions at Ágora Corretora from April 2001 until December 2010. He was president of the Brazilian Futures Exchange, president of regional chapters of APIMEC for five administrations, Director of BVRJ and BM&F, as well as former full member of the Supervisory Board of Souza Cruz. Mr. Bandeira has spoken in several conferences related to the capital markets and personal finance and has developed lectures at universities and companies on related issues. He regularly contributes to publications regarding economics, and on financial education websites including Dinheirama and Infomoney. Mr. Bandeira holds a bachelor’s degree in economics from UFRJ and a graduate degree in administration from Coppe – UFRJ.

Wiliam da Cruz Leal

Mr. Leal has served as an alternate member of Oi’s fiscal council since April 2018. He has extensive experience in corporate governance, corporate sustainability, enterprise risk management, internal controls, technology and information security. Since 2011 he has been a managing partner at Cruz Leal Gestão Empresarial Ltda., a consulting firm specialized in motivation, leadership, technology, corporate governance and sustainability. He has been certified by the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa – IBGC) since 2009. Previously, Mr. Leal worked at Tele Norte Leste Participações S.A., from 2000 to 2009, having served as executive manager of corporate governance, internal controls manager, budget and special projects manager and systems audit manager. He also worked at Banco do Brasil S.A., from 1975 to 2000, having served as executive manager of changes and analyst information technology consultant. Mr. Leal holds a bachelor’s degree in mechanical engineering from Fundação de Ensino Superior de Itaúna, Minas Gerais.

Daniela Maluf Pfeiffer

Mrs. Pfeiffer has served as a member of Oi’s fiscal council since April 2018. She has worked as a senior analyst at DXA Investments, an investment firm, since January 2018. She was a partner at Canepa Asset Brasil, a funds management company, and was responsible for investors’ relations from January 2014 to October 2017. She previously worked as a partner at Nova Gestão de Recursos, an investment firm, from October 2011 to June 2013. Currently, Mrs. Pfeiffer is not a member of any management body of a publicly-held company. She was previously a member of the fiscal council of Banco Sofisa S.A. from April 2014 to April 2017; a member of the fiscal council of Viver Incorporadora e Construtora S.A. from April 2011 to April 2017; a member of the fiscal council of Banco Panamericano S.A. from September 2010 to April 2014; a member of the fiscal council of Santos Brasil S.A. from 2003 to 2005; a member of the Board of Directors of Brasil Telecom S.A. from 2003 to 2005; a member of the Board of Directors of Telemig Celular S.A. from 2003 to 2005; a member of the Board of Directors of Amazônia Celular S.A. from 2003 to 2005; a member of the Fiscal Council of Amazônia Celular S.A. from 1998 to 2002 and a member of the fiscal council of Telemig Celular S.A. from 1998 to 200. She is an IBGC-certified fiscal council member. Mrs. Pfeiffer holds a degree in administration by UFRJ from 1992 and is currently enrolled in an MBA program in corporate management at FGV, which she is expected to complete in March 2019.

Eduardo Ramos da Silva

ExternalAuditors

External Auditors

PricewaterhouseCoopers

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