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
Patrice Philippe Nogueira Baptista Etlin Chairman 04/28/2017 ASM that approves the financial statements for the fiscal year ending 12/31/2018

Patrice Philippe Nogueira Baptista Etlin. Patrice Etlin, aged 51, has a degree in Electronic Engineering from the University of São Paulo, an MBA from INSEAD and a master‘s degree in Industrial Engineering from the École Centrale de Paris. In 1997, he joined Advent in São Paulo, initiating that company‘s operations in Brazil. Between 1994 and 1997, he was a founding partner of International Venture Partners in São Paulo, being responsible for managing a media and telecom investment fund. Prior to this, he worked at Matra Marconi Space for five years, initially as a systems engineer in a project to develop a European military observation satellite. In 1990, he was promoted to overall Brazilian representative, responsible for implanting a private telecommunications satellite to provide services for the Mercosur countries. He is also Chairman of the Board of the Latin American Private Equity & Venture Capital Association (LAVCA). He is currently a member of the Board of Directors of Allied S.A., Lojas Quero-Quero, and Terminal de Contêineres de Paranaguá (TCP) and has also been a Board member of Grupo Atmosfera, Atrium Telecomunicações, CSU Cardsystem, International Meal Company (IMC) and Kroton Educacional.

Flavio Benício Jansen Ferreira Director 01/17/2018

Flavio Benício Jansen Ferreira. Mr. Flávio Benício Jansen Ferreira has a degree in engineering and, since January 2013, occupies the position of CEO of Locaweb, a hosting and web services company. Currently, he is an independent 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 and of Fleury S.A., clinical lab. Mr. Flávio Jansen is an investor and board member of the company Flyers 24 Horas S.A. - Anúncio e Divulgação, a company that promotes offers from retailers on websites and mobile, through the Guiato mobile website and application. Mr. Flávio Jansen is an investor and was a board member of the company Modanet Comércio Eletrônico S.A., an e-commerce company of women‘s clothes through the OQVestir website. 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.

João Rozário da Silva
Director 04/28/2017

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).

Lucas Santos Rodas Independent Director 04/28/2017

Lucas Santos Rodas. Mr. Rodas is managing partner of FARO Capital, an investment firm, Chairman of the Board of Directors of Companhia Nitro Química Brasileira, a member of the Board of Directors of Montecitrus, a member of the Governing Board of the Institute of Industrial Development Studies (IEDI), a partner of Baraúna Gestora and a member of its Investment Committee. He was a founding partner of Sagatiba Brasil, having also worked at Unibanco and in the merger, acquisition and capital market areas of Bank of America. He has a degree in Business Administration from FAAP and concluded the OPM Program of Harvard Business School. With the exception of FARO Capital, the companies where he works and/or has worked for the last 5 years are not (i) part of the Company’s economic group or (ii) controlled by a Company shareholder who directly or indirectly holds interest equal to or higher than 5% of the same class or type of the Company’s securities.

Marcel Fleischmann Independent Director 04/28/2017

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 10/18/2017

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 one (1)-year 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 03/27/2017 ASM that approves the financial statements for the fiscal year ending 12/31/2017

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.

José Agote Chief Administrative, Financial and Investor Relations Officer 03/27/2017

José Agote . Mr. Agote is an economist graduated from the Wharton School, University of Pennsylvania, with an MBA from the Harvard Business School. He worked at JP Morgan in New York and Mexico City, and at Advent International. He joined the Company in 2013, having acted as M&A Officer and CEO of the subsidiary IMCMV Holdings Inc., responsible for the Margaritaville operation in the United States.

Andrea Pires Amary Director 03/27/2017

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 09/15/2017

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 09/15/2017

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 09/15/2017

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 12/27/2017

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. Mrs. Andréa Piccinato has no criminal or administrative conviction that prevents her from holding management positions.

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.