Corporate Governance Structure
GRI 102-18, 405-1
The commitment to professional and ethical management marks OdontoPrev’s performance since its inception. Historically, the Company has always adopted governance practices that go beyond regulatory requirements, which is usual in the market. Since the Company’s foundation, for example, it has opted for a professional management team, not family-oriented. In 1998, we gave another example of this commitment by creating the Board of Directors, even though OdontoPrev was a private company at that time. The Company also adopts corporate governance practices recommended by IBGC (Brazilian Institute of Corporate Governance) and more restrictive than those required by B3’s “Novo Mercado”.
Currently, OdontoPrev’s Corporate Governance structure is supported by the General Meeting, the Board of Directors, the Fiscal Council, its Committees (People Management and Audit) and the Statutory Board of Executive Officers, liable for managing the business.
Fiscal Council
Fiscal Council | |
---|---|
Composition | 3 to 5 members in equal number |
Term of office | AGM after installation |
Total members in 2019 | 3 effective 3 alternates |
Age (average, maximum and minimum) | Minimum: 55 Average: 59 Maximum: 68 |
Division by Gender | 100% men |
Annual compensation (maximum, average, minimum) | Minimum: R$110,569 Average: R$110,569 Maximum: R$110,569 |
Composition on 12/31/2019: Date of election: April 2019 Term of office: 2020 AGM |
Member | Position | Age | Gender | External |
---|---|---|---|---|
Effective members | ||||
Ivan Maluf Junior | Chairman | 55 | M | Yes |
Vanderlei Dominguez da Rosa | Board member | 56 | M | Yes |
José Maria Soares Nunes | Board member | 61 | M | Yes |
Get to know the profile of each member of the Fiscal Council.
To find out the profile of each member and the updated composition of the Fiscal Council, visit the OdontoPrev IR website.
Board of Directors
Board of Directors | |
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Composition | From 8 to 11 members and the same number of alternates |
Term of office | 2-year combined term of office, reelection is authorized |
Total members in 2019 | 8 effective 4 alternate |
Independent members in 2019 | 2 effective 2 alternate |
Age (average, maximum and minimum) | Minimum: 42 Average: 61 Maximum: 76 |
Division by Gender | 100% men |
Annual compensation (maximum, average, minimum) | Minimum: R$170,667 Average: R$170,667 Maximum: R$170,667 |
Composition on 12/31/2019: Term of office: 2020 AGM |
Member | Position | Age | Gender | External | Independent | Election | 1st Office |
---|---|---|---|---|---|---|---|
Luiz Carlos Trabuco Cappi | Chairman | 76 | M | Yes | No | Apr/19 | Apr/19 |
Manoel Antonio Peres | Vice Chairman | 57 | M | Yes | No | Apr/18 | Jun/17 |
Octavio de Lazari Júnior | Board member | 56 | M | Yes | No | Apr/19 | Apr/19 |
Ivan Luiz Gontijo Junior | Board member | 61 | M | Yes | No | Apr/18 | Apr/16 |
Samuel Monteiro dos Santos Junior | Board member | 74 | M | Yes | No | Apr/18 | Dec/09 |
Vinicius José de Almeida Albernaz | Board member | 49 | M | Yes | No | Apr/19 | Apr/19 |
Cesar Suaki dos Santos | Independent Board member | 57 | M | Yes | No | Apr/18 | May/06 |
Murilo Cesar Lemos dos Santos Passos | Independent Board member | 72 | M | Yes | Yes | Apr/18 | Apr/08 |
Get to know the profile of each member of the Board of Directors.
To find out the profile of each member and the updated composition of the Board of Directors, visit the OdontoPrev IR website.
Audit Committee
Audit Committee | |
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Composition | Minimum of 3 members |
Term of office | 1 year |
Total members in 2019 | 3 |
Independent members in 2019 | 1 |
Age (average, maximum and minimum) | Minimum: 42 Average: 54 Maximum: 72 |
Division by gender | 100% men |
Annual compensation | Members are not remunerated. |
Composition on 12/31/2019: Date of election: May 2019 Term of office: May 2020 |
Member | Position | Age | Gender | External | Independent | Election |
---|---|---|---|---|---|---|
César Suaki dos Santos | Coordinator | 57 | M | Yes | Yes | May/19 |
Vinícius Marinho da Cruz | Member | 42 | M | Yes | No | May/19 |
Haydewaldo Roberto Chamberlain da Costa | Member | 60 | M | Yes | No | May/19 |
Get to know the profile of each member of the Audit Committee.
To find out the profile of each member and the updated composition of the Audit Committee, visit the OdontoPrev IR website.
People Management Committee
People Management Committee | |
---|---|
Composition | |
Term of office | 1 year |
Total de members in 2019 | 2 |
Independent members in 2019 | 1 |
Age (average, maximum, and minimum) | Minimum: |
Division by gender | 100% men |
Annual compensation | Members are not remunerated. |
Composition on 12/31/2019: Date of election: May 2019 Term of office: May 2020 |
Member | Position | Age | Gender | External | Independent |
---|---|---|---|---|---|
Juliano Ribeiro Marcílio | Coordinator | 47 | M | Yes | Yes |
Vinicius José de Almeida Albernaz | Member | 49 | M | Yes | No |
Murilo César Lemos dos Santos Passos | Member | 72 | M | Yes | Yes |
Get to know the profile of each member of the People Management Committee.
To find out the profile of each member and the updated composition of the People Management Committee, visit the OdontoPrev IR website.
Board of Executive Officers
Board of Executive Officers | |
---|---|
Composition | At least, 4 and at most, 10 members |
Term of office | 2 years, reelection is authorized |
Total members in 2019 | 8 |
Age (average, maximum and minimum) | Minimum: 33 Average: 51 Maximum: 67 |
Division by Gender | 87.5% men 12.5% women |
Annual compensation | Minimum: R$1,557,435 Average: R$2,421,931 Maximum: R$4,858,380 |
Composition on 12/31/2019: Date of election: November/2019 Term of office: November/2021 |
Member | Position | Age | Gender |
---|---|---|---|
Rodrigo Bacellar | Chief Executive Officer | 54 | M |
José Roberto Borges Pacheco | Investor Relations Officer | 59 | M |
José Maria Benozatti | Clinical-Operating Officer | 67 | M |
Rose Gabay | Human Resources Officer | 56 | F |
Luis André Blanco | Administrative Financial Officer | 46 | M |
Elsen Carvalho | Corporate Commercial Officer | 47 | M |
Marcos Pimentel de Viveiros | Corporate Officer | 48 | M |
Renato Alves Costa | Corporate Officer | 33 | M |
Get to know the profile of each member of the Board of Executive Officers.
To find out the profile of each member and the updated composition of the Board of Executive Officers, visit the OdontoPrev IR website.