Board and Committee

BOARD OF DIRECTORS

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

• establishing the general guidelines concerning the business of the Company;
• approving development plans, as well as the investments necessary for their performance;
• approving annual budgets and multi-annuals budges concerning operations and/or investments;
• to follow-up, on a permanent basis, the development and performance of the Company;
• establishing the administrative structure of the Company and approving its Internal Regulations;
• electing and destituting Directors of the Company, establishing their respective attributions;
• inspecting Directors´ managing procedures and examining, at any time, the books and documents of the company, asking for information on the contracts signed or to be signed, and any other acts;
• establishing and distributing, within the limits established annually by the Ordinary General Meeting, the remuneration of the administrators in case a global amount has been elected, as well as the participation of the employees;
• establishing pension plans and benefits for the employees and administrators of the Company;
• calling the General and Special General Meetings according to law or when necessary; to express its opinion on the Annual Report, Financial Statements and accounts of the Executive Board of Directors; deliberating on the payment of dividends, including interim dividends and interests on capital to the stockholders;
• expressing its opinion on the referral of any proposal by the Executive Board of Directors to a General Meeting, including matters regarding capital increase, allocation of profits and changes in the by-laws, whenever necessary or convenient;
• authorizing the creation and extinction of any affiliates, branches or agencies of the Company as well as the necessary capital;
• choosing and destituting the independent auditors;
• authorizing the acquisition of stocks issued by the Company for cancellation purposes or for remaining as treasury stocks until posterior sale;
• expressing its opinion on any acts or contracts to be submitted by the Executive Board of Directors for approval;
• authorizing the increase of capital stock according to Article 6 of the ByLaws and deliberating on the issue of promissory notes for public distribution;
• bringing to its decision any matter relative to the guideline of the Company´s business that it may judge important, respected the competence of the General Meeting;
• authorizing the constitution, merger, incorporation, split-off and extinction of affiliate or controlled companies;
• authorizing the signature of agreements, acts or contracts between the Company, its stockholders and related-individual or legal persons;
• authorizing the Company to participate in other companies, as well as sell or promise to sell stock interests;
• authorizing operations involving sale, liens, licenses or use of trademarks, patents and technologies;
• authorizing the sale of fixed assets, the constitution of real liens and the pledging of guarantees regarding obligations by third parties, as well as acts and contracts whenever the amount, in any of the aspects of this item, exceeds the limits eventually fixed by the Board of Directors.
• deliberating on the cases in which the law does not rule, as well as on any other subjects included in the By-laws.

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.

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.