Board and Committee

Board of Directors

Randon’s Bylaws determine that the Board of Directors is responsible for the following duties, among others

  • setting the general guidelines for the Company’s business;
  • approving development plans, as well as the investments necessary for their execution;
  • electing and removing from office the Company’s executive officers, determining their functions and supervising their management;
  • setting and distributing, within the limits established each year by the Annual General Meeting, the compensation of management as well as the value of the profit-sharing scheme.
  • convening the Annual and Extraordinary General Meetings, in accordance with applicable law or whenever deemed expedient;
  • giving an opinion on the report from management, the financial statements and the accounts from management;
  • deliberate on the payment of dividends, including the payment of interim dividends and interest on equity to shareholders;
  • electing and removing the independent auditors;
  • authorizing the acquisition of shares issued by the Company to be cancelled or held in treasury for subsequent sale;
  • approving an increase in the Company’s capital within the authorized limit; and
  • approving the signing of agreements, acts or contracts between the Company and related parties, as well as other agreements important to Randon’s business.
Board Member Position Election Date Term
Raul Anselmo Randon Chairman April 27, 2017 Next AGM-2019
Alexandre Randon Vice-Chairman April 27, 2017 Next AGM-2019
Ruy Lopes Filho Board Member April 27, 2017 Next AGM-2019
Derci Alcântara Board Member April 27, 2017 Next AGM-2019
Pedro Ferro Neto Board Member April 27, 2017 Next AGM-2019

Executive Board

Randon’s board of directors is formed by at least two and at most nine members, of which one is a Chief Financial Officer and one is a Vice Chief Executive Officer, with the other officers holding no specific designation. All officers are elected and may be removed at any time by the board of directors, and serve for terms of two years, with reelection permitted.

According to Brazilian Corporate Law, an officer must be a resident of Brazil, but is not required to be a shareholder in the company.

Randon’s officers are responsible for representing the Company, actively and passively, in court or out of court, as well as for managing the company’s general business and executing all administrative acts and acts of disposal required or expedient for fulfilling the corporate purpose, including the signing of acts and agreements of any nature or for any purpose, including the acquisition or pledging of fixed assets, the creation of real encumbrances and the giving of guarantees against third-party obligations, observing the restrictions established in the Bylaws.

The decisions of the Executive Board are taken by a majority of votes, with the chair of meetings holding the deciding vote.

Officer Position Election Date Term
David Abramo Randon President May 08, 2017 2 years
Daniel Raul Randon Vice-CEO May 08, 2017 2 years
Alexandre Randon Director May 08, 2017 2 years
Geraldo Santa Catharina Director and IR Director May 08, 2017 2 years
Alexandre Dorival Gazzi Director May 08, 2017 2 years
Sergio Lisbão Moreira de Carvalho Director May 08, 2017 2 years

Audit Board

According to Brazilian Corporate Law, the audit board is a corporate body independent of the management and external auditors. The audit board is not a standing body, and functions during a specific fiscal year when installed at the request of shareholders holding at least 2% of voting shares, and each period of its functioning ends on the date of the first annual general meeting held after its installation.

The primary responsibility of our audit board is to review management‘s activities and the financial statements and report their findings to shareholders. Under Brazilian Corporate, each member of the audit board must receive as compensation an amount equal to at least 10% of the average amount paid to the executive officers. Brazilian Corporate Law also requires the audit board consist of no less than three and no more than five members, with an equal number of alternate members.

Randon’s Bylaws provide for a nonpermanent audit board, installed only at the request of shareholders in a general meeting. Randon’s audit board is currently installed.

OFFICER POSITION ELECTION DATE TERM
João Carlos Sfreddo Acting Member of Supervisory Board elected by the Shareholders 04/27/2017 One Year
Maria Tereza Casagrande Acting Member of Supervisory Board elected by the Shareholders 04/27/2017 One Year
Ademar Salvador Acting Member of Supervisory Board elected by the Shareholders 04/27/2017 One Year
Renato Sobral Pires Alves Acting Member of Supervisory Board elected by the Minority Shareholders 04/27/2017 One Year
William Cordeiro Acting Member of Supervisory Board elected by the holders of preferredshares 04/27/2017 One Year
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