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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

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Fiscal Council 
Composition3 to 5 members in equal number
Term of officeAGM after installation
Total members in 20193 effective
3 alternates
Age (average, maximum and minimum)Minimum: 55
Average: 59
Maximum: 68
Division by Gender100% 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
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MemberPositionAgeGenderExternal
Effective members
Ivan Maluf JuniorChairman55MYes
Vanderlei Dominguez da RosaBoard member56MYes
José Maria Soares NunesBoard member61MYes

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

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Board of Directors 
CompositionFrom 8 to 11 members and the same number of alternates
Term of office2-year combined term of office, reelection is authorized
Total members in 20198 effective
4 alternate
Independent members in 20192 effective
2 alternate
Age (average, maximum and minimum)Minimum: 42
Average: 61
Maximum: 76
Division by Gender100% 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
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MemberPositionAgeGenderExternalIndependentElection1st Office
Luiz Carlos Trabuco CappiChairman76MYesNoApr/19Apr/19
Manoel Antonio PeresVice Chairman57MYesNoApr/18Jun/17
Octavio de Lazari JúniorBoard member56MYesNoApr/19Apr/19
Ivan Luiz Gontijo JuniorBoard member61MYesNoApr/18Apr/16
Samuel Monteiro dos Santos JuniorBoard member74MYesNoApr/18Dec/09
Vinicius José de Almeida AlbernazBoard member49MYesNoApr/19Apr/19
Cesar Suaki dos SantosIndependent Board member57MYesNoApr/18May/06
Murilo Cesar Lemos dos Santos PassosIndependent Board member72MYesYesApr/18Apr/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

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Audit Committee 
CompositionMinimum of 3 members
Term of office1 year
Total members in 20193
Independent members in 20191
Age (average, maximum and minimum)Minimum: 42
Average: 54
Maximum: 72
Division by gender100% men
Annual compensationMembers are not remunerated.
Composition on 12/31/2019:
Date of election: May 2019
Term of office: May 2020
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MemberPositionAgeGenderExternalIndependentElection
César Suaki dos SantosCoordinator57MYesYesMay/19
Vinícius Marinho da CruzMember42MYesNoMay/19
Haydewaldo Roberto Chamberlain da CostaMember60MYesNoMay/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

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People Management Committee 
Composition
Term of office1 year
Total de members in 20192
Independent members in 20191
Age (average, maximum, and minimum)Minimum:
Division by gender100% men
Annual compensationMembers are not remunerated.
Composition on 12/31/2019:
Date of election: May 2019
Term of office: May 2020
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MemberPositionAgeGenderExternalIndependent
Juliano Ribeiro MarcílioCoordinator47MYesYes
Vinicius José de Almeida AlbernazMember49MYesNo
Murilo César Lemos dos Santos PassosMember72MYesYes

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

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Board of Executive Officers 
CompositionAt least, 4 and at most, 10 members
Term of office2 years, reelection is authorized
Total members in 20198
Age (average, maximum and minimum)Minimum: 33
Average: 51
Maximum: 67
Division by Gender87.5% men
12.5% women
Annual compensationMinimum: 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
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MemberPositionAgeGender
Rodrigo BacellarChief Executive Officer54M
José Roberto Borges PachecoInvestor Relations Officer59M
José Maria BenozattiClinical-Operating Officer67M
Rose GabayHuman Resources Officer56F
Luis André BlancoAdministrative Financial Officer46M
Elsen CarvalhoCorporate Commercial Officer47M
Marcos Pimentel de ViveirosCorporate Officer48M
Renato Alves CostaCorporate Officer33M

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.

Balões de depoimentos

Testimonials

The support we receive from OdontoPrev is very important for our institution, as it qualifies the social protection we offer to our employees, their dependents and institution’s users, without its support, it would be difficult to guarantee their right to dental health.

Crislaine Lima, Socio-Educational Program Coordinator, Gol de Letra Foundation

OdontoPrev has been a partner of the Ronald McDonald Institute, since the foundation of this Institute in 1999 and has been contributing to transform the lives of thousands of children and adolescents with cancer in Brazil. With a 21-year history, the Institute already supported 1,500 projects of 100 institutions throughout the country, qualifying 26,000 health professionals in the early diagnosis of cancer.

Francisco Neves, Founder, and Superintendent of Ronald McDonald Institute

Over 500 people are benefited from OdontoPrev’s dental plans in its partnership with Tide Setubal Foundation. Taking into account that we assist socially vulnerable people, perhaps some of them never experienced something like that, as they made other choices in life.

Thiago Cassimiro, Tide Setubal Foundation’s Project Assistant, talking about the donation of dental plans in the “Black Friday do Bem” campaign.

Since I was a child, I had contact with Dentistry, my uncle was a dentist. I loved to see him working. Today, I am proud to be a dentist, strong-willed to serve patients. OdontoPrev not only takes care of the patient, but it also takes care of services through satisfaction surveys, which check service provided by the dentist, thus, everyone wins, patients, and dentists.

Rodrigo Villagra, OdontoPrev’s accredited dentist

I can see a digital future in dentistry and OdontoPrev’s competitive advantage is innovation and agility. The company offers a loyalty program to dentists, which allows accumulating points that I can exchange with dental materials.

Priscilla Ronchetti, OdontoPrev’s accredited dentist

We have been maintaining a long-standing partnership with OdontoPrev, approximately 15 years. OdontoPrev knows our routine and our demands concerning quality. We realize how OdontoPrev has been changing over the years, pursuing new technologies, improving its website and platform. This makes us look at our partnership in the long run.

Luciana Ezequiel, DHL’s HR Officer

The Young Entrepreneurs Program allowed me to grow as a professional and as a person, made me rediscover myself as a marketing professional and grow more and more. Every day I feel I contribute to the Company’s evolution and I have the opportunity of taking part in strategic projects.

Victoria Carnieri, OdontoPrev’s Marketing

I was well-received, with kindness and without discrimination. All the opportunities I receive at the company are fairly offered to me. OdontoPrev’s opportunities are offered to anyone pursuing professional and personal growth.

Paulo Ferreira, OdontoPrev’s Sustainability assistant

OdontoPrev’s Trainee Program offers lots of labor market opportunities, it includes trainees in different projects that contribute to his/her personal and professional development and presents adverse corporate scenarios for professional growth.

Mariana Lupianhas, OdontoPrev’s internship

I feel challenged by strategic projects I receive and I feel responsible for sustaining the company as a leader in the market. My 30-year experience in OdontoPrev makes me feel comfortable to innovate. OdontoPrev combines the strength of a publicly-held company and its capacity and desire for innovation. The employee is stimulated to devise new solutions at all hierarchical levels and play a leading role.

Diego Lyra, OdontoPrev’s Controller

OdontoPrev changed my life and received me with open arms. I am a disabled person, due to a traffic accident occurred 21 years ago. Every environment is prepared to receive any type of disability and fully accessible. The Company allowed me to develop myself intellectually and take up courses to improve my work.

Raquel Naressi, OdontoPrev’s Clinical Audit Supervisor