Management, Board and Committees

BOARD OF DIRECTORS

 

Pursuant to our bylaws, our board of directors must be comprised of a minimum of five and a maximum of seven members, including one chairman and one vice-chairman. The members of our board of directors are elected at a general shareholders‘ meeting and serve two-year terms. They may be reelected, and they are subject to removal at any time by our shareholders. According to the rules of the Novo Mercado, at least 20% of the members of our board of directors must be independent members.

 

BOARD MEMBERS POSITION ELECTION DATE TERM OF OFFICE
Pedro Roque de Pinho de Almeida Chairman 05/07/2018 04/27/2020
Sérgio Augusto Guerra de Resende Vice-Chairman 05/07/2018 04/27/2020
Luis Fernando Memória Porto Member 04/27/2018 04/27/2020
Lee R. Kaplan Member 04/27/2018 04/27/2020
Wilson José Benali Member 04/27/2018 04/27/2020
Francisco Nuno Pontes Correia Neves Independent Member 04/27/2018 04/27/2020
Eduardo Luiz Wurzmann Independent Member 04/27/2018 04/27/2020

 

Pedro Roque de Pinho de Almeida: Full member of the board of directors. Graduated in Mechanical Engineering from Instituto Superior Técnico and earned a Master‘s in Business Administration – Marketing from Universidade Católica de Lisboa. Worked at Ford Lusitana‘s sales department from 1987 to 1992. Headed Grupo Santogal‘s “Used Vehicles” project in 1993, and then Marketing and Commercial at Honda Automóvel in Portugal from 1994 to 1996 and Marketing for Companhia Européia de Seguros from 1996 to 1999. Executive officer of Sofinloc from 1999 to 2000 and Banco Esfinge in Madrid in 2001. Joined SAG Group in 2002 as executive director of Multirent – Aluguer e Comércio de Automóveis S.A. Currently a board member of SAG GEST – Soluções Automóvel Globais SGPS S.A. (a listed company).

 

Sérgio Augusto Guerra de Resende. Mr. Sérgio Augusto Guerra de Resende has over 20 years of experience in the automotive market. He is one of the founding members of our Company and currently holds 13.1% of the capital stock of our company. Mr. Resende is currently the Chairman of our Board of Directors. He is also CEO of both Via Jap Comércio de Veículos Ltda., the second largest Mitsubishi vehicle dealership in Brazil, and Via Natsu Comércio de Veículos Ltda. In 2002, he was considered to be the largest vehicle dealer in Brazil based on his performance with Grupo Auto-house. In 2004 and in 2005, he won the diamond concessionaire title from the Mitsubishi Group for the performance of Via Jap Comércio de Veículos Ltda., which was under his management at the time.

 

Luis Fernando Memória Porto. Mr. Luis Fernando Memoria Porto, in 1993 and at the age of 22, was a founding partner of Locarvel, and currently holds 13.1% of the capital stock of our company. Mr. Porto is currently the Vice-Chairman of our Board of Directors and the Chief Executive Officer of our Company. Mr. Porto graduated with a degree in business administration from the University FUMEC and specialized in business at Fundação Dom Cabral. Additionally, he is one of the founding members of Via Jap Comércio de Veículos Ltda., the second largest Mitsubishi vehicle dealership in Brazil, founded in 2003, as well as Via Natsu Comércio de Veículos Ltda., a Suzuki vehicle dealership founded in 2008.

 

Lee R. Kaplan: Member of the Board of Directors. Mr. Kaplan holds a Bachelor of Arts degree in Economics and Accounting from the University of California – Santa Barbara. Mr. Kaplan is the Senior Vice President and Chief Administrative Officer at Enterprise Holdings, Inc.. Mr. Kaplan is the corporate officer with overall responsibility for Enterprise Holdings’ risk management, legal and corporate development functions. He began his career with Enterprise Rent-A-Car in 1985 and has held numerous positions with the company. Prior to joining Enterprise, Mr. Kaplan worked at Ernst & Whinney as a CPA. He is also a Board Member and a member of the Executive Committee of the St. Louis Regional Chamber – the Chamber of Commerce, Industrial Development Corporation and Research Council of Metropolitan St. Louis. Mr. Kaplan is also a member of the Board of Trustees and Executive Committee for Whitfield School and a member of the Board of Directors for Craft Alliance.

 

Wilson José Benali. Mr. Wilson José Benali holds a degree in Electrical and Electronics Engineering, an MBA in Business Management from the Getúlio Vargas Foundation, and has extensive professional experience, especially in his career at Auto Ricci SA, which he held the position of Administrative and Financial Officer from 2008 to 2017 and he served as a member of the Board of Directors of the company from 2010 to 2017.

 

Francisco Nuno Pontes Correia Neves. Mr. Francisco Nuno Pontes Correia Neves has an undergraduate degree in Mechanical Engineering from the Universidade Federal de Minas Gerais as well as a graduate degree in Business Administration from the Universidade Federal do Rio de Janeiro. Between 1991 and 2001 he worked at AmBev, during which time he came to occupy the position of general manager of direct distribution. Between 2001 and 2006 he served as director of logistics planning at Vale. During this time, Mr. Neves also served on the board of directors of MRS Logística S.A. and served as the financial and administrative officer of Ferrovia Centro Atlântica S.A. Between March and September 2007 he served as CEO of CEMAR, as well as executive officer of Equatorial Energia. Between 2007 and 2009 he served as chief executive officer of ETH Bioenergy S.A. and between 2010 and 2011, Mr. Neves served as the CEO of Embraport, and executive officer of OTP – Odebrecht Transport. Currently, in addition to being a member of our board of directors, Mr. Neves has, since October 2011, served as the CEO of Haztec.

 

Eduardo Luiz Wurzmann: Mr. Eduardo Luiz Wurzmann holds a Bachelor’s degree in Economics by USP, in 1987, and completed the MBA course in Finance by University of Illinois, in 1991. He is a Fellow from the Henry Crown Fellowship Program, at Aspen Institute, having the course completed in 2005. Between 1991 and 1993, Mr. Wurzmann worked at Banco de Investimentos Garantia, in São Paulo, as an investment analyst. Between 1993 and 2000, he worked at the French investment bank Credit Agricole Indosuez Securities, in Brazil and in Russia, where he held the position of Managing Director. Between 2000 and 2011, he also held the position of CEO of Grupo Ibmec Educacional, one of the largest education groups in Brazil focusing on the economics and business areas. In 2011, he held the position of Director-General at H&R Block Brasil, worldwide leading company at preparation of individual tax income return, having over 26 million customers around the world. At last, Mr. Wurzmann currently does not hold any management position at any other public corporation.

MANAGEMENT

Pursuant to our bylaws, we must have a minimum of two and a maximum of six executive officers, each of whom must be a resident of Brazil, as required by law, but need not own any of our shares. Our executive officers are elected by the board of directors and serve two-year terms.

 

DIRECTORS POSITION ELECTION DATE TERM OF OFFICE
Luis Fernando Memória Porto CEO 07/10/2017 07/10/2019
Marco Tulio de Carvalho Oliveira CFO 03/01/2018 07/10/2019
Jose Antonio de Sousa Azevedo New Business Director and IRO 03/01/2018 07/10/2019
Daniel Machado dos Santos Cheaf Operations and Customer Relationship Officer 07/10/2017 07/10/2019
Luis Augusto de Lima Cheaf Used Car Officer 07/10/2017 07/10/2019
Carlos Horácio Sarquis Rent a Car (RAC) Officer 06/22/2018 07/10/2019

 

Luis Fernando Memoria Porto. Mr. Luis Fernando Memoria Porto, in 1993 and at the age of 22, was a founding partner of Locarvel, and currently holds 13.1% of the capital stock of our company. Mr. Porto is currently the chairman of our board of directors and the chief executive officer of our company. Mr. Porto graduated with a degree in business administration from the University FUMEC and specialized in business at Fundação Dom Cabral. Additionally, he is one of the founding members of Via Jap Comércio de Veículos Ltda., the second largest Mitsubishi vehicle dealership in Brazil, founded in 2003, as well as Via Natsu Comércio de Veículos Ltda., a Suzuki vehicle dealership founded in 2008.

 

Marco Tulio de Carvalho Oliveria. Mr. Marco Tulio holds a degree in Actuarial Science from the Pontifical Catholic University of Minas Gerais, a postgraduate degree in statistics from the Federal University of Minas Gerais. Mr. Marco has 16 years of experience in the administrative and financial areas, working in Industry, Pension Institution and Financial Institutions, and since 2012 has held positions of leadership in the Company.

 

Jose Antonio de Souza Azevedo. Mr. Jose ia a dedicated and results-driven c-suite finance professional with more than 18 years’ experience leading major corporate global mergers and implementing sweeping financial reforms. Agile thinker and change agent well-respected for creating and implementing business development and financial strategies that shed the status quo and embrace alternative approaches to grow revenue and drive improvements. Proven capacity to seek out financial inefficiencies and incorporate cutting-edge policy and procedure changes. Solid reputation for spearheading corporate turnarounds in a global theater. Consensus builder lauded for finding common ground amongst key stakeholders.

 

Daniel Santos. More than 12 years of experience in strategic positions in operations, logistics, purchasing and transportation, operating complex chains such as automotive, food, chemical, pulp and paper, hygiene and cleaning and auto parts in large corporate groups as Ceva Logistics and JBS Friboi. Mr. Daniel holds a degree in Production Engineering and Mechanical Engineering from the Federal University of Santa Catarina (UFSC), and holds an Executive MBA in Finance from the EBS – Business School.

 

Luis Augusto de Lima. Mr. Luis holds a degree in Mechanical Engineering from USP, an Executive MBA in Marketing from Fundação Getulio Vargas and Master in Business Management from the University of Westminster, England. With more than 20 years of experience in multinational companies, he worked at Volvo, General Motors and Grupo CCV.

 

Carlos Horácio Sarquis. Graduated in Business Administration from the Universidad Católica Argentina in 1995. Holds a Master in Finance by CEMA in Argentina, in partnership with Chicago University. He completed Chase Manhattan‘s investment banking training program. Between 2015 and 2016, he was the CEO of Grand Cru, Brazil‘s largest wine retail store chain. Previously, since 2011, he was Managing Director of the Rent a Car division and Marketing of Unidas. Between 2002 and 2011, he held senior positions at Itau Unibanco‘s Group in the Retail and Consumer Banking divisions. From 2000 and 2002, he was Partner at LID Group, an Internet Venture Capital firm. From 1998 to 2000 he was a consultant at MCKINSEY & Co. Between 1994 and 1998 he was an investment banker at Chase Manhattan Bank. He is currently CEO of Unidas.

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FISCAL COUNCIL

Our bylaws establish a non-permanent fiscal council, which as of the date of this offering memorandum, has not been installed. Under the Brazilian Corporate Law, the fiscal council is a separate body, independent of our management and our independent auditors. Our fiscal council may be a permanent or non-permanent body, in which case it will only be installed at the request of our shareholders, in accordance with the Brazilian Corporate Law. The fiscal council is primarily responsible for reviewing management‘s activities and the financial statements and to report its findings to our shareholders. Pursuant to the Brazilian Corporate Law, our fiscal council must be comprised of a minimum of three and a maximum of five members, with an equal number of alternates.

COMMITTEES

Unidas:

Unidas has 6 committees:

Audit and Risk Management Committee – Gives opinion about the hiring and dismissal of the independent auditor, evaluates the Company’s financial statements, follows internal audit processes, evaluates the Company regarding its risk exposal, evaluates and recommends internal policies including the one about transactions between related parties and possesses means of perception and information processing regarding the noncompliance of legal and regulatory provisions applicable to the Company.

Fleet Management Committee – Elaborates the business plan, evaluates market conditions in the Fleet Management segment, establishes price and performance strategies, besides monitoring the Fleet Management segment activities.

Rent a Car (RAC) Committee – Elaborates the business plan, evaluates market conditions in the Car Rental segment, establishes price and performance strategies, besides monitoring the Car Rental segment activities.

Used Cars Committee – Evaluates market conditions, establishes prices and used cars sale strategies, besides stablishing Company’s used cars sales policy.

People Management Committee – Discusses Company’s succession plans, positions and salaries every month.

Compliance Committee – Among the various attributions, the following stand out: (i) guarantees the attendance of Company’s standards; (ii) evaluates the regulatory and self-regulatory bodies impacts in the Company’s activities; (iii) identifies and controls the risks of the Company’s activities in order to mitigate them implementing corrective action plans for solution; (iv) deliberates about the application of sanctions to legal violations as well as to the Company’s Anti-Corruption Policy and Code of Ethics and; (v) monitors the results of the Department of Internal Controls and Internal Audit work, including the treatment of complaints of fraud and/or irregularities received by the Reporting Channel.

Unidas S.A.:

Unidas S.A. has 3 committees:

Automobile Risk Committee (ARC) – defines the policy of management and control of the automobile risk and the maximum limits of exposure. This Committee is also responsible for the organization and support of the Pricing Committee activities, defining rules and stablishing priorities to be evaluated or revised, besides warning about the position of risk (absolute and relative) of each one of Company’s business unit. The Automobile Risk Committee is currently composed by the CEO, Carlos Horácio Sarquis, Officer, Levi Ávila (responsible for the Rent a Car department), CFO and IRO, Marco Túlio Oliveira, Officer, Fernando Ribeiro (responsible for the Fleet Management department), Used Cars Manager, Marcelo Reis, IDV Manager, Eric Mortari and the Administrative Analyst, Alexandre Marciano.

Pricing Committee – This committee is responsible for the definition of car accessory, maintenance, documentation, insurance, freight and other services pricing rules in order to minimize expenses and maximize the return originated from the Company’s vehicles. It is also responsible for alerting about pricing process mistakes, outdated items and system upgrades, analyzing price sensitivity that are charged to the client, as well as analyzing car accessory, maintenance, insurance and logistics suppliers. The Pricing Committee is currently composed by the CEO, Carlos Horácio Sarquis, CFO and IRO, Marco Túlio Oliveira, Officer, Levi Fonseca (responsible for the Rent a Car department), Financial Planning Manager, Eduardo Leite, IDV Manager, Eric Mortari, Financial Planning Coordinator, Fernando Ignatti, Documentation Manager, Cristiane Salvalaio, Sales Planning Manager, Priscila Lobo, Billing and Contracts Manager, Alexandre Jaen, Commercial Fleet Management Manager, Valéria Brogin and Operational Fleet Management Manager, Paula Stoianov.

People Committee – It is responsible for supporting the Company’s CEO about the definition and establishment of management policies for the Company’s employees, as well as keeping and providing a harmonious and healthy environment inside the Company. The People Committee is currently composed by the CEO, Carlos Horácio Sarquis, Officer, Fernando Ribeiro (responsible for the fleet management department), Officer Levi Fonseca (responsible for the Rent a Car department), CFO and IRO, Marco Túlio Oliveira and the People and Management Manager, Raquel Maciel.