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Board of Directors
Members | Date of Election | End of Term |
---|---|---|
Paul Aronzon – Chairman | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Francisco Roman Lamas Mendez-Villamil – Vice-Chairman | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Marcelo José Milliet | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Paul Murray Keglevic | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Raphael Manhães Martins | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Renato Carvalho Franco | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
Scott David Vogel | 12/12/2024 | GSM (General Shareholders Meeting) 2025 |
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.
Paul Murray Keglevic
With a Bachelor of Science in Accounting from the University of Illinois, Paul M. Keglevic has experience as an independent member of the Board of Directors of companies in the technology, real estate, healthcare, energy and telecommunications industries. He is currently on the Boards of Directors of IQHQ (since March 2024), Khoros (since July 2023) and Evergy (since March 2020). He has also served on the Boards of Directors of Tupperware, WeWork, Rite Aid, Envision Healthcare, Altera Energy Transportation, Nordic Aviation Corporation, Intelsat, Bonanza Creek Energy (NYSE), Frontier Communications (Nasdaq), Ascena Retail Group (Nasdaq), Stellus Capital Investment Corp (NYSE), TapStone, PetSmart, Clear Channel Outdoor (subsidiária da IHeart Media), Philadelphia Energy Services e Cobalt Energy (NYSE). Além disso, atuou como Presidente da Energy Future Holdings e da Energy Future Holdings e como Diretor Executivo da Envision Healthcare. Paul é membro do Departamento de Licenciamento de CPA do Estado da Califórnia, do Conselho Consultivo de Contabilidade da Northern Illinois University e do Haven Hills Domestic Violence Center, além de ter ocupado o cargo de diretor na Câmara do Comércio do Estado da Califórnia e na Câmara de Comércio de Dallas.
Raphael Manhães Martins
Born on 02/08/1983, he is a lawyer, partner at Manhães Martins Sociedade Individual de Advocacia since 2023. He is a member of the Boards of Directors of Oi S.A. (since 2021) and Light S.A. (since 2023), and of the Fiscal Councils of Vale S.A. (since 2015), Americanas S.A. (since 2023) and Embraer S.A. (since 2024). He serves on the Audit Committee of Light S.A. and on the Operations and Finance Committee of Oi S.A. In the last five years, among others, he was 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 Companhia Paranaense de Energia – Copel (from 2022 to 2023), and partner at the law firm Faoro Advogados (from 2010 to 2023). Mr.Raphael serves on 2 boards of directors of publicly-held companies, Oi and Light.
Francisco Roman Lamas Mendez-Villamil
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.
Marcelo José Milliet
With a bachelor’s degree in Business Administration from Fundação Getúlio Vargas – São Paulo (FGV-SP), with an extension course for executives in M&A from the same institution, Marcelo Milliet is a partner and director of Íntegra Associados, M. Milliet Consultoria e Participações Ltda. and Intermixture Business Consulting. Marcelo also serves as Director of CDPC – Centro de Distribuição de Produtos de Cobre Ltda., Paraibuna Agropecuária Ltda., Caraíba Inc. CINC and Paranapanema Netherlands B.V. Previously, he served as Chief Executive Officer and Investor Relations Officer of Paranapanema S.A. – in Judicial Reorganization (until 10/31/2024) and as Interim Manager in the Judicial Reorganization Process of Renova Energia (Chief Executive Officer and Investor Relations Officer) and Companhia Albertina Industrial e Mercantil. He was Chairman of the Board of Directors of Brasil PCH S.A., member of the Board of Directors of Fermenta Produtos Químicos Amalia S.A. (Matarazzo/Bayer Joint-Venture), and member of the Advisory Boards of Trificel Indústria e Comércio (Matarazzo/Hoechst Joint-Venture), Norsal, Greenwood and Controle Soluções Partilhas. In addition, Marcelo was CEO and member of the Executive Committee of HBO Latin America, CEO of Traffic Marketing Esportivo, Director and Advisory Board Member of A2Z Assessoria em Recursos Humanos and Director and Senior Executive Vice President of Grupo Matarazzo
Renato Carvalho Franco
Renato Carvalho Franco has more than 40 years of experience in management, finance, corporate restructuring and M&A. He is a founding partner of Íntegra Associados, having participated in several restructuring, interim management and mergers and acquisitions projects 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 President of TIW do Brasil, a subsidiary of the Canadian 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 throughout his career in several transactions such as Vale do Rio Doce, Philco, Batavo, Etti and Infinity-Bio Energy. Renato is a member and former director of YPO – Young Presidents’ Organization, former Chairman of the Board of Directors of TMA – Turnaround Management Association, and coordinates and regularly participates in seminars on turnaround and insolvency topics at universities in Brazil and abroad (Insper, Oxford, Sorbonne and Columbia). Renato is an Alumni of Harvard Business School (9 consecutive years of the YPO Gold Harvard Presidents’ Program), Master’s in International Management from the American Graduate School of International Business – Thunderbird, and Bachelor of Business Administration from Fundação Armando Álvares Penteado.
Scott David Vogel
With a Bachelor of Business Administration degree from Washington University and an MBA from the Wharton School, University of Pennsylvania, Scott D. Vogel is President of Vogel Partners, a firm that provides strategic and fiduciary advisory services in financial restructurings. He is currently Chairman of the Audit and Nominating/Governance Committees of Anuvu and a member of the Compensation and Audit Committees of American Commercial Barge Lines, the Special Committee of Belk and the Strategic Committees of Panavision. Previously, Scott was Chairman of the Board of Directors of Rue21 and an Independent Director of BlockFi Inc., Gulf Coast Healthcare, Neiman Marcus, Bumble Bee, Longview Power, and PetSmart (NASDAQ). In addition, he served as Chief Executive Officer at David Kempner Capital Management LLC. Scott chaired the Rue21 Special Committee, the Nominating/Governance and Audit Committee of Alpha Metallurgical Resources (NYSE), the Compensation and Audit Committee of Avaya (NYSE), the Conflict and Audit Committee of Seadrill Ltd. and the Capital Allocation Committee of CBL & Associates. He was a member of the Special Committees of CBL & Associates, the Compensation Committees of Rue21, Alpha Metallurgical Resources and Datasite, and the M&A Committee of Datasite.
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.
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
External Auditors
PricewaterhouseCoopers
Audit, Risk and Controls Comittee
Audit, Risk and Controls Comittee
Members |
---|
Paul Keglevic (Coordinator) |
Francisco Roman Lamas Mendez-Villamil |
Raphael Manhães Martins |