Management and Board of Directors

Board of Directors

IMC‘s board of directors is its decision-making body responsible for the formulation and implementation of the general guidelines and policies of the Company‘s business, including its long-term strategies. IMC‘s board of directors is also responsible for appointing and supervising its executive officers.

Pursuant to the Company‘s by-laws, its board of directors consists of a minimum of five and a maximum of seven members, one being the Chairman. The Chairman of the board of directors shall be elected by the majority of the members attending the first board meeting immediately after their incumbency to their positions. Board members are elected for two-year terms and may be reelected and removed at any time by shareholders at a special shareholders‘ meeting.

Directors Title Date of Election End of Term of Office
Flavio Benício Jansen Ferreira Chairman 04/29/2019 ASM that approves the financial statements for the fiscal year ending 12/31/2020

Flavio Benício Jansen Ferreira. Mr. Flávio Benício Jansen Ferreira has a degree in engineering and, since January 2013, he occupied the position of CEO and now of Marketing VP of the company Locaweb Internet S.A., where he occupied different positions since 2008. He is a board member of Digipix S.A., e-commerce company for photography, photobooks, photocopiers, of Lojas Quero-Quero S.A., retailer of consumer electronics, construction materials and furniture in the South of Brazil, of Fleury S.A., clinical lab and of Estácio Participações S.A., second largest private higher education organization in Brazil in terms of the number of students enrolled. Mr. Flávio Jansen is an investor and board member of the company Flyers 24 Horas S.A. - Anúncio e Divulgação, company that promotes offers from retailers on websites and mobile, through the Guiato mobile website and application. He is a managing partner of the company XS Consultoria em Tecnologia Ltda., responsible for starting the Submarino.com website, working in the company as technology officer and reaching the position of CEO. He was the chairman of Submarino.com during the IPO of the company on Bovespa and during the merger with Americanas.com that resulted in the B2W company. He was an independent board member of the company CETIP-SA - Mercados Organizados, a publicly-held company that manages organized markets of securities, derivatives and other financial instruments. He was a board member of the education company Grupo IBMEC Educacional S.A. Mr. Flávio is a member of the Company’s Board of Directors since 2018. Mr. Mr. Flávio Jansen was elected as an independent board member in accordance with the independence criteria established in the Novo Mercado’s Regulation. Mr. Flávio Jansen states that he has not been criminally convicted, nor convicted in an administrative proceeding of CVM and he is not under any final conviction not subject to further appeal, in the judicial or administrative sphere, which has suspended or disqualified him for the practice of a professional or business activity. Mr. Flávio Jansen states that he has no marital relationship, stable union or kinship up to the second degree with other members of the Company’s management, of the management of its direct or indirect subsidiaries, as well as with members of the management of direct and indirect parent companies of the Company. Mr. Flávio Benício Jansen Ferreira states that he has no subordination, service or control relationships with subsidiaries, controlling shareholders, other members of the management or companies related to the Company.

Rodrigo Neiva Furtado Independent Director 04/29/2019

Rodrigo Neiva Furtado. Mr. Furtado is a partner of XP Investimentos, where he serves as co-manager of equity funds managed by XP Asset Management. He joined XP Asset Management in 2009 and specialized in retail, consumption and education. He earned a bachelor’s degree in Production Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ) and a specialization degree in Finance from London School of Business & Finance.

João Rozário da Silva
Independent Director 04/29/2019

João Rozário da Silva. Mr. João Rozário graduated from the Mackenzie University in São Paulo and has more than 40 years of experience in retail and consumer goods industries, 18 years of which, he worked for Perdigão (currently BRF) as Vice President of Sales, being responsible for the Marketing, Sales, Foreign Trade and Logistics areas. Mr. Rozario previously worked for 22 years in Cica S.A., where he was responsible for the Marketing, Sales and Logistics areas. He has also worked as sales manager for Fleischmann & Royal and Supermercados Sirva-Se S.A (currently Pão de Açúcar).

José Agote Director 04/29/2019

José Agote. Mr. Agote holds a bachelor’s degree in Economics from the Wharton School of the University of Pennsylvania and an MBA from Harvard Business School. He worked at JP Morgan (New York and Mexico City) and Advent International. He joined the IMC Group in 2013 and served as CEO of subsidiary IMCMV Holdings Inc., being responsible for Margaritaville operation in the United States. He also served as the Company’s Chief Financial, Administrative and Investor Relations Officer in Brazil for four (4) years and resigned his position in January 2019 in order to take over the position of Chief Financial, Administrative and Investor Relator Officer at Diagnósticos da América S.A.

Marcel Fleischmann Independent Director 04/29/2019

Marcel Fleischmann. Mr. Marcel holds a degree in business administration from EAESP-FGV and post graduated from San Diego State University. It has worked for over 25 years in the restaurant segment, accumulating extensive experience in managing operations and people. He served as chief executive in American multinationals, the best known being McDonald‘s, where he worked for 23 years in Brazil and for two years in Latin America. Hes an associated partner of MACANA, a consulting firm in management, focused on retail activities in general, services and consumption for the last 11 years.

Marcelo Henrique Ribeiro Alecrim Independent Director 04/29/2019

Marcelo Henrique Ribeiro Alecrim. Mr Alecrim holds a degree in Business Administration from the Federal University of Rio Grande do Norte and has won several individual awards, such as Entrepreneur of the Year - Master - Ernst & Young - 2010, Young Entrepreneur of the Year - Ernst & Young - 2000, State Business Leader - Gazeta Mercantil - 1999, 2000, 2001, 2002 and 2005, Sector Business Leader - Com. Atacadista - Gazeta Mercantil - 2005, Medalha da Inconfidência (2009), Medalha Juscelino Kubitschek (2010), Endeavor Sponsor and mentor. The entrepreneurial capacity of Marcelo Alecrim, founder of the Rio Grande do Norte’s distribution company SAT - Satélite Distribuidora de Petróleo and current CEO of AleSat Combustíveis S/A, has already been recognized by the most diverse media and the academic world, and that case was published by the Harvard University, in August 2007. Marcelo Alecrim has been the CEO of AleSat Combustíveis S/A since the beginning and is also a member of the Board of Directors.

Board of Executive Officers

Pursuant to the Company’s Bylaws, IMC’s Board of Executive Officers shall be composed of a minimum of two (2), and a maximum of ten (10), officers, with a two (2)-years term of office, and reelection is allowed. In accordance with the Brazilian Corporation Law, each Executive Officer shall reside in Brazil, and can be a shareholder or not. Furthermore, the members of the Board of Directors shall occupy a maximum of one third of the Board of Executive Officers’ positions.

Executive Officers Title Date of Election End of Term of Office
Newton Maia Salomão Alves Chief Executive Officer 03/28/2019 ASM that approves the financial statements for the fiscal year ending 12/31/2020

Newton Maia Salomão Alves. Mr. Alves holds an MBA from Harvard Business School and a bachelor’s degree in Aviation Infrastructure Engineering from ITA - Brazilian Technological Institute of Aeronautics. He has held the position of Executive Officer at Advent International since 2007, having served as a member of the Boards of Directors of Kroton Educacional and Atmosfera Gestão e Higienização de Têxteis. Mr. Alves was also CEO at Atmosfera in 2011. Previously, he was the founder and CEO of Oceano, a Brazilian shrimp producer and exporter which was sold to a local food company. He also served as associate at Allen & Company, in New York, and as a consultant at McKinsey & Co.

Luis Felipe Silva Bresaola Investor Relations Officer 04/24/2019

Luis Felipe Silva Bresaola. Mr. Luis Felipe Silva Bresaola, holds a degree in Business Administration from PUC-SP, Accounting from UAM, and is a Harvard Business School Alumnus as part of the Program for Leadership Development (PLD). Previously to IMC, he was the Investor Relations Officer at Via Varejo. Mr. Bresaola spent most of his career in the financial markets as an equity research analyst at Citi covering Latam Retail, at Deutsche Bank covering Education, Healthcare and Pulp&Paper and at Banco Espirito Santo Securities covering the Education and Healthcare.

Maristela Aparecida do Nascimento Administrative and Financial Officer 03/28/2019

Maristela Aparecida do Nascimento. Mrs. Maristela Aparecida do Nascimento holds a degree in Business Administration and Accounting Sciences and an MBA in Finance from Insper - Instituto de Ensino e Pesquisa. She developed her career at Deloitte Touche Tohmatsu, where she worked for more than 5 years as an auditor. She has worked in the Company since 2013 as head of the controlling department.

Fabiano Artur Macalos Strelow Director 03/28/2019

Fabiano Artur Macalos Strelow. Mr. Fabiano Strelow holds a bachelor‘s degree in Business Administration from the University of Caxias do Sul and an MBA in Business Administration from FGV-SP. Mr. Strelow has worked in the Company since 2016, and has solid experience in franchising and retail management and services, planning (R&D), identification and capture of new sites (market development), and restructuring operations. Fabiano has also worked as Director in shopping centers (JHSF), opening large operations in the greenfield model, in addition to having international experience in large companies that are leaders in their segments, such as Anhanguera, Burger King and GPA.

Andrea Pires Amary Director 03/28/2019

Andrea Pires Amary. Mrs. Pires has more than 20 years of experience in the retail sector, being responsible for negotiations with suppliers. She developed her career in Wal-Mart in Brazil, where she worked for 14 years in different positions, serving as head of the food department at last. She joined IMC in 2008 as the head of Marketing and Global Purchases. She holds a degree in marketing and advertising from Universidade Anhembi Morumbi and an MBA with emphasis in marketing from Universidade de São Paulo.

Carolina Cintra do Prado Prestes Motta Duarte Director 03/28/2019

Carolina Cintra do Prado Prestes Motta Duarte. Mrs. Duarte holds a bachelor’s degree and a graduate degree in Business Administration from the Getúlio Vargas Foundation. Carolina has 20 years of experience in the Marketing, Financial and Human Resources areas, having acted as Financial Planning Supervisor at Universo Online, and Financial Planning Manager and Human Resources Officer at Restoque Comércio e Confecção de Roupas S.A. In 2015, Carolina joined the International Meal Company Alimentação S.A. to hold the position of Project Officer and, in 2016, she became the Company’s Human Resources Officer.

Jones Marciano de Souza Junior Director 03/28/2019

Jones Marciano de Souza Junior. Mr. Jones Junior holds a bachelor’s degree in Law and a specialization degree in Business Law, both from the Mackenzie Presbyterian University, and an MBA in Business Management from FGV. Jones has an ascending career with more than 20 years of experience in legal departments of leading organizations in their segments. He was a lawyer at Santista Têxtil S.A., Legal Officer at the Casas Bahia Group, Legal and Compliance Officer at the CB Capital Brasileiro Group and Legal Head at the Comolatti Group. He is an expert in managing legal solutions and mechanisms with a focus on business. He is a lawyer duly registered at the São Paulo and Federal District Bar Associations. Jones has broad technical and strategic domain in the business, M&A, Brazilian and international contracts, consumer, intellectual property, tax, labor and social security areas. Jones joined the Company to contribute with his extensive knowledge related to the legal support to the Import and Export, Advertisement, Workforce Management, Trade Union Relations, Public Affairs, Environment, Telecommunications and Information Technology activities, regarding both their advisory and litigious aspects.

José Jerônimo de Souza Junior Director 03/28/2019

José Jerônimo de Souza Junior. Mr. José Junior attended the Business Administration/Foreign Trade courses at the Mackenzie University. He has extensive experience in large companies, including in the food industry. Jerônimo began his career at restaurant América and soon showed his skills in business, being invited to work at the McDonald’s chain. After three years in the largest fast food chain, he worked at the Rubaiyat Restaurant as Chief Operations Officer, developing and implementing the entire training and product standardization, and the excellent services. After 12 years in the food industry, Jerônimo was a Chief Expansion Officer at Polishop for more than 10 years, having an important role in the company’s overall creation and development, especially with regard to strategies, trends, innovation and people management. Finally, he was a Leasing & Merchandising Officer for three years at SONAE Sierra Brasil.

Andrea Piccinato Macedo Costa Director 03/28/2019

Andrea Piccinato Macedo Costa.Mrs. Andrea Piccinato Macedo Costa has a degree in Nutrition from Universidade de Mogi das Cruzes, with a graduate degree in Business Management in Services and an MBA in Strategic Management of People from Universidade Mackenzie. She has over 20 years of experience in food services, product development and catering menus for airlines, having worked in the Company since 1997, holding the positions of Nutritionist, Production/Quality Manager and Operations Manager and currently working as Executive Officer of Catering Operations for Airlines.

Fiscal Council

According to Brazilian corporate law, the fiscal council is an independent body comprised of the Company’s management and external auditors. IMC’s fiscal council is required to oversee the activities of the Company‘s management and to analyze the financial statements, reporting their views to the shareholders.

Under Brazilian corporate law, when a fiscal council is not permanent, it must be established at a shareholders‘ meeting upon the request of shareholders, as described below. Nowadays IMC does not hold a Fiscal Council installed.

The fiscal council will consist in three to five members, with an equal number of alternates. Only individuals who are residents of Brazil with college degrees or who have served as a manager or member of a fiscal council of a company for a minimum of three years may be elected to the Fiscal Council.

According to the Brazilian Corporation Law, when not permanently installed, the Fiscal Council can be instated by the General Meeting at the request of shareholders that represent at least ten percent of common shares. The Fiscal Council thus instated will be effective until the first General Meeting following its installation. This percentage may be reduced to a minimum of two percent of the voting capital depending on the capital stock of IMC, in accordance with CVM Instruction no. 324 of January 19, 2000. Considering the current capital stock, shareholders representing a minimum of 2% of the voting capital can request the installation of the Fiscal Council. In addition, minority shareholders that represent a minimum of ten percent of common shares have the right to separately elect a member of the Fiscal Council and his or her alternate, and the other shareholders can elect one member more than that total number of members elected by the minority shareholders.

The Fiscal Council members cannot that sit on the Board of Directors, the Board of Executive Officers or be employees of a subsidiary or company of the same group, nor the spouse or relative of an IMC manager.