Board and Committee

Board and Committee

BOARD OF DIRECTORS

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

Name Office Election Date End of Mandate
David Abramo Randon Chairman April 14, 2021 Next AGM-2023
Alexandre Randon Vice-Chairman April 14, 2021 Next AGM-2023
Pedro Ferro Neto Board Member April 14, 2021 Next AGM-2023
William Ling Board Member April 14, 2021 Next AGM-2023
Ana Carolina Ribeiro Strobel Board Member April 14, 2021 Next AGM-2023

STATUTORY 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.

Name Office Election Date End of Mandate
Daniel Raul Randon President Director April 29, 2021 2 years
Paulo Prignolato Vice President Director April 29, 2021 2 years
Sergio Lisbão Moreira de Carvalho Vice President Director April 29, 2021 2 years
Daniel Martin Ely Vice President Director April 29, 2021 2 years
Alexandre Randon Diretor April 29, 2021 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.

Name Office Election Date End of Mandate
Renato Sobral Pires Alves Acting Member of Supervisory Board elected by the Minority Shareholders April 14, 2021 One Year
João Carlos Sfreddo Acting Member of Supervisory Board elected by the Shareholders April 14, 2021 One Year
Ademar Salvador Acting Member of Supervisory Board elected by the Shareholders April 14, 2021 One Year