Diretoria e Conselho de Administração
Diretoria e Conselho de Administração
M. Dias Branco’s Board of Directors is its decision-making body responsible for setting its general business policies, including the establishment of the long-term strategies. It is also responsible, among other matters, for appointing and supervising its executive officers. The decisions of the Company’s Board of Directors are taken by a majority vote of its members present at the respective meetings and the president of the Board of Directors has the casting vote.
The Company’s Board of Directors is comprised of at least five, and a maximum of nine members, of which at least 20% must be independent, as defined in the Novo Mercado rules.
Cumulative voting may be required by shareholders representing a certain percentage of its capital stock (considering its issued class of stock), and entitles each share to a number of votes equal to the current number of seats in M. Dias Branco’s Board of Directors, so that each shareholder will have the right either to vote cumulatively for a single candidate or distribute its votes among several candidates.
If the adoption of the cumulative voting is not requested, the members of the Board of Directors are elected by a majority vote of its shareholders, and such shareholders who, individually or collectively, represent at least 15% of its shares are entitled to appoint, in separate voting, a director and his or her alternate. However, according to a recent CVM decision, in case such right is not exercised due to a lack of quorum, the required quorum to elect a member of the Board of Directors in separated may be decreased to 10% of the company´s total capital stock.
The Company’s Board of Directors is comprised of 6 members, elected in the general shareholder meeting held on April 13, 2017, for one year term of office.
|Name||Position||Date of Election||Term of Office|
|Maria Consuelo Saraiva Leão Dias Branco||Acting of Chairman||04/12/2018||1 year|
|Maria das Graças Dias Branco da Escóssia||Serving||04/12/2018||1 year|
|Francisco Cláudio Saraiva Leão Dias Branco||Serving||04/12/2018||1 year|
|Maria Regina Saraiva Leão Dias Branco||Alternate||04/12/2018||1 year|
|Francisco Marcos Saraiva Leão Dias Branco||Alternate||04/12/2018||1 year|
|Geraldo Luciano Mattos Júnior||Alternate||04/12/2018||1 year|
|Affonso Celso Pastore||Serving||04/12/2018||1 year|
|Fernando Fontes Iunes||Serving||04/12/2018||1 year|
|Guilherme Rodolfo Laager||Serving||04/13/2016||1 year|
|Daniel Mota Gutierrez||Alternate||04/13/2016||1 year|
|Vera Maria Rodrigues Ponte||Alternate||04/13/2016||1 year|
|Luiza Andréa Farias Nogueira Ribeiro||Alternate||04/13/2016||1 year|
Maria Consuelo Saraiva Leão Dias Branco. Ms. Consuelo, 83, is Chairwoman of the Company’s Board of Directors. She idealized the Historic Center of M. Dias Branco and coordinates actions related to social issues in communities affected to the zone of influence of the Company. Her first term in the Company began in April 2006. Ms. Consuelo did not work in other publicly-held companies.
Maria das Graças Dias Branco da Escóssia. Ms. Graça, 58 years old, is effective member of the Company‘s Board of Directors, being listed among the shareholders since 1998. Ms. Graça started her activities in business environment in 1985, in the management of a hospitality company, of which she became an Executive Vice‐President years later, in 1987. In 2001, Ms. Graça took the office of Institutional Relations Officer at the Company, after that becoming a Corporate Institutional Relations Officer, in 2003, position performed until April 2016, when she was appointed in her current office at the Company, Vice‐President of Finance. Ms. Graça holds a Bachelor‘s Degree in Law by Universidade Federal do Cerará, in 1985, and a MBA in Business Management, in 2008. She was a member of the Company‘s Audit Committee from May 2010 to May 2013. Ms. Graça has not worked in other publicly‐traded companies.
Francisco Cláudio Saraiva Leão Dias Branco. Mr. Cláudio, 51 years old, is the Company‘s Industrial Vice‐President -Company Mills, in which he has been a shareholder since 1998. He started his business activities at the Company, assuming, in 1992, the office of Industrial Director ofMoinho Dias Branco, the Company’s first wheat milling unit. In 2003, he took the office of Corporate Industrial Director ‐ Company Mill Division and, 2013, he became a member of the Company‘s audit committee. Responsible for introducing the company’s milling units, Mr. Cláudiograduated in Mechanical Engineering by Universidade de Fortaleza, 1980, and started his extensive specialization path in wheat milling, attending many courses in different countries, highlighting the Milling Technology Course provided by Swiss Milling School, St. Gallen, in 1991. Mr. Cláudio obtained, in 1992, at the Buhler Training Center, in Uzwil, Switzerland, the certificate on Wheat Milling Technology.
Maria Regina Saraiva Leão Dias Branco Ximenes. Ms. Regina, 56 years old, is the Company‘s Vice-President of Management and Development, in which she has been a shareholder since 1998. She started his business career at the Company, in 1980. In 1989, she took the office of Company‘s Administrative Officer, position performed until 2003, when she was appointed as Corporate Administrative Officer. She holds a Bachelor‘s Degree in Business Administration, in 1987, by Universidade de Fortaleza – UNIFOR. In 2008, she completed a MBA in Business Management by Fundação Getúlio Vargas. She annually attends an event targeted to directors from major organizations on leadership, strategy and management. In parallel, she is the Administrative Officer of IdibraParticipações S.A., a business from the same economic group as the Company, operating in the real estate development and civil construction market. Her first term of office at the Company started in April 2016. Ms. Regina has not worked in other publicly-traded companies.
Francisco Marcos Saraiva Leão Dias Branco. Mr. Marcos, 53 years old, is the Company‘s Commercial Vice-President, in which he has been a shareholder since 1998. Mr. Marcos started his business career at the Company, in 1980. As he stood out in the Company‘s commercial area, Mr. Marcos was appointed as Commercial Officer in 1989, being thereafter vested in the office of Corporate Commercial Officer, in 2003. He is a member of the management board of the Brazilian Association of Pasta Industries (ABIMA). Mr. Marcos has not worked in other publicly-traded companies. His first term of office at the Company started in April 2016.
Geraldo Luciano Mattos Júnior. Mr. Geraldo, 55 years old, is the Company’s Vice-President of Investment and Controlling and Investor Relations Officer since 2006. He started his business activities in the economic group of which the Company is part, in 1995, in the position of Chief Financial Officer of Banco Equatorial. In 2000, he joined the Company, taking the office of Executive Office Advisor, position performed until 2003, when he asappointed as Company‘s Chief Financial Officer. During his many years at the Company‘s Executive Office, he was in charge of implementing the current financial risk mitigation policy and credit policy, in addition to hedge strategies and other financial mechanisms of equal significance. In 2009, he was part of the Company‘s Audit Committee. From 1977 to 1995, he was employed by Banco do Nordeste do Brasil – BNB, where, among other positions, he took the offices of President‘s Advisor, Head of Capital Market Department and Executive Officer of BNB Caixa de Previdência dos Funcionários. In 1994, he was assigned to the Government of the State of Ceará, where he took the office of Chief Financial and Exchange Officer in Banco do Estado do Ceará, until 1995. He was President of Brazilian Capital Market Analysts Association – Northeast Section (ABAMEC), from 1995 to 1996. He is currently a Member of the Board of Directors of PagueMenos and a Director at IEDI. He holds a Bachelor‘s Degree in Business Administration by UniversidadeEstadual do Ceará – UECE, 1985, Law by UNIFOR, 1998, and a Master‘s Degree in Business Administration by Universidade Federal do Rio de Janeiro (COPPEAD), 1993. Mr. Geraldo has not worked in other publicly-traded companies.
Affonso Celso Pastore. Mr. Pastore, 78 years old, is Bachelor of Economics School of Economics, Business and Accounting of Universidade de São Paulo (1961) and Doctor of Economics at the same Institution (1969). From 1973 to 1999, he was FullProfessor, AssociateProfessorin the subject Econometrics and Full Professor of the Economics and Business Administration Department of FEA-USP and Director. He worked as a Secretary of Treasury Affairs in the State of São Paulo from March 1979 to March 1983, chaired Brazilian Central Bank from September 1983 to March 1985. He has been a member of the Board of Directors of Gerdau S.A., Metalúrgica Gerdau since 2002; he was a member of the Board of EVEN Construtora from February 2010 to April 2013. He has been working, since 2013, as a Founder, Economist and Consultant of A C Pastore&Associados. Over the past five years, he worked as an Economist, Analyst and Economic Consultant, producing articles, reports and studies on subjects related to his area of expertise, which is Economics. He attended seminars and provided lectures on topics related to Brazilian and World Economy. He was member of the board of director of Engenvix (Consulting Engineering) from 2008 to 2009, JBS S.A. (Slaughterhouse and derivatives) from 2007 to 2008, and KlabinSegall (Development, Purchase and Sale of Real Estate) from 2006 to 2008. Mr. Pastore is not a director at any company being part of the Company‘s economic group or holding a shareholding of 5% or more in its shares.
Fernando Fontes Iunes. Mr. Fernando, 55 years old, is graduated in Civil Engineering by the Engineering School of Universidade Mackenzie and obtained the degree of Master and Doctor by University of London. He was a Senior Advisor, Partner and Executive Officer in charge of the global area of Investment Banking at Banco Itaú BBA S.A., from 2010 to 2015, period on which he contributed to establish a leading Investment Banking platformin Latin America, with activities in Brazil, Argentina, Chile, Colombia, Peru and Mexico. Previously, he took several offices at Banco Itaú BBA S.A., where he was the Officer in charge of the Capital Market areas from 2003 to 2010, Itaú Banco de Investimento S.A., where he worked as an Executive Officer from 2001 to 2003, Banco BBA Creditantalt S.A. and Creditanstalt in New York, in 1994. Over such period, Fernando was part of some of the key capital market transactions, mergers, acquisitions and corporate reorganizations held in Latin America. In 2016 and 2017, Fernando was a fellow at Harvard University in the Advanced Leadership Initiative Program in Cambridge, United States. The Advanced Leadership program selects professionals in order to assist the preparation of leaders to face new impact challenges. Over the second half of 2017, Fernando was part of the Education Team of one of the most reputed courses at Harvard Kennedy School – “Exercising Leadership: The Politics of Change”. The course provides a diagnosis and strategic base for the exercise of leadership. Fernando also briefly worked at the Infrastructure and Urban Development research area of World Bank, in Washington. He was a Professor of International Finance of Instituto Brasileiro de Mercados de Capitais – IBMEC (currently named as Insper). Since September 2015, he has been part of the Board of Directors of Gerdau S.A..
Guilherme Rodolfo Laager. Mr. Guilherme, 61 years old, holds a differentiated academic background at first-class international institutions, with multicultural and multidisciplinary professional profile. He is graduated in Civil Engineering by Universidade Federal do Rio de Janeiro, with Post-Graduate Course in Business Administration by COPPEAD. He has a thorough knowledge and privileged view of the entire value chain of the business, having developed his career in prominent multinational, publicly-traded and private companies. He is fluent in all processes and practices comprising the management of any organization, being one of the pioneers in Brazil in the creation of the logistics area as an integrated process. He worked in operational restructuring processes, startups, mergers and acquisitions, having a successful professional history.
Daniel Mota Gutierrez. Mr. Daniel, 45, is the General Counsel of M. Dias Branco. He joined the Company in July 2006, in the position of Corporate Legal Advisor. He has been a lawyer registered with the Brazilian Bar Association since 1995 and in the São Paulo-OAB / SP Section since 2004. He is a specialist in Civil Procedural Law at the University of Fortaleza-UNIFOR. He holds a Master’s and Doctorate in Civil Procedural Law from Pontifícia Universidade Católica de São Paulo-PUC / SP. Former Manager of the Corporate Legal Advice of the Aliança do Brasil Insurance Company, having worked in São Paulo. Professor of the Master in Law. He was Vice-President of the Social Security Commission of the OAB / CE. Acting as a Lawyer-Partner in a law firm, he provided services to various companies and regional and national entities in the field of Corporate Law, notably in the civil, consumer, administrative and labor areas.
Vera Maria Rodrigues Ponte. Mrs. Vera, 54 years old, Brazilian, has been Controlling Director since 2015 and was a member of the auditing committee of the company M. Dias Branco (2011 – 2014). PhD in Accounting Sciences from the University of São Paulo. She is an associate professor at the Federal University of Ceará, working in the Graduate Program in Administration and Controlling. Former employee of the Banco do Nordeste do Brasil S.A., having held the positions of member of the Bank’s Board of Directors and the Chief Executive Officer of the Bank of Northeastern Brazil Employees Pension Fund (CAPEF).
Luiza Andréa Farias Nogueira Ribeiro. Ms. Andrea, 53 years old, is Brazilian, Master in Business Administration and Graduate in Business Administration, with complementary training in leadership and management. Experience as executive and consultant of companies in the areas of Human Resources, Strategic Management and Process Management. He took over M Dias Branco’s Organizational Development Board in 2006, under his responsibility the areas of management and people, personnel administration, communication, occupational health and sustainability.
Click here to access the Internal Regulations of the Board of Directors
The Company’s executive officers are its legal representatives, principally responsible for the day-to-day management of its business and for implementing the policies and general guidelines determined by its shareholders and by its Board of Directors. Moreover, according to M. Dias Branco’s by-laws, any act that is not of exclusive responsibility of the general shareholders meetings, will become the responsibility of its executive officers.
The members of the Company’s Board of Executive Officers are elected by the Board of Directors for three-year terms, and can be reelected and removed at any time by the Board of Directors. M. Dias Branco’s Chief Executive Officer is responsible for: (i) implementing coordinated and integrated actions in the production process, (ii) developing the Company’s operations in accordance with previously approved terms, (iii) defining its strategies and operating guidelines and (iv) establishing the criteria for implementing the resolutions passed at meetings of its shareholders or Board of Directors, together with other executive officers, for supervising all its operations, coordinating and monitoring the activities of the executive officers and for presiding over their meetings.
The Regulations of the Novo Mercado segment of the Bovespa require officers to sign a management term of agreement before they may assume their respective posts. By signing this term, the officers of M. Dias Branco expressly assume personal responsibility for complying with the rules stated in the Term of Agreement of the Novo Mercado, the Novo Mercado Regulations, and the Market Arbitration Chamber Regulations.
|Name||Position||Date of Election||Term of Office|
|Francisco Ivens de Sá Dias Branco Júnior||Chief Executive Officer||05/07/2018||3 years|
|Industrial Vice President – Crackers, Cookies, Pasta, Margarine, Cakes and Snacks||05/07/2018||3 years|
|Francisco Marcos Saraiva Leão Dias Branco||Commercial Vice President||05/07/2018||3 years|
|Maria Regina Saraiva Leão Dias Branco Ximenes||Vice President of Administration and Development||05/07/2018||3 years|
|Francisco Cláudio Saraiva Leão Dias Branco||Industrial Vice President – Mills||05/07/2018||3 years|
|Maria das Graças Dias Branco da Escóssia||Vice President of Finance||05/07/2018||3 years|
|Geraldo Luciano Mattos Júnior||Vice President of Investments and Controlling (cumulating the function of Investor Relations Officer)||05/07/2018||3 years|
Francisco Ivens de Sá Dias Branco Júnior. Mr. Ivens Jr, 55 years, is the Company’s Chief Executive Officer and Industrial Vice President for Crackers, Cookies, Pasta, Margarine, Cakes and Snacks. He began his career at the Company in 1976 working on several of its divisions. In 1981, for his performance in the Company’s industrial area, he was appointed Industrial Officer of the Company, and became a shareholder. In 2002, he contributed significantly to the implementation of the G.M.E. Division in the State of Ceará, one of the Company’s plants that manufactures margarine and vegetable shortening. In 2003, Mr. Ivens Jr. became the Company’s Superintendent Officer, a position that he held until being appointed to his current position. Throughout his career, he received several awards and titles, such as the Edson Queiroz Medal, awarded in 2005 by the House of Representatives of the State of Ceará. He became the Company’s Industrial Vice President in 2006. Mr. Ivens Jr. has not worked for other publicly held companies.
Francisco Marcos Saraiva Leão Dias Branco. Mr. Marcos Branco, 51 years, is the Company’s Commercial Vice President, deputy member of the Board of Directors and shareholder since 1998. Mr. Marcos began his career at the Company in 1980. For his performance in the Company’s commercial area, he was appointed Commercial Officer in 1989, and was then appointed Corporate Commercial Officer in 2003. He is member of the management council of the Brazilian Association of Pasta Industry (Associação Brasileira das Indústrias de Massas Alimentícias – ABIMA). Mr. Marcos Branco has not worked for other publicly held companies. His first term in the Company began in April 2006.
Maria Regina Saraiva Leão Dias Branco Ximenes. Ms. Regina Ximenes, 54 years, is the Company’s Vice President of Administration and Development, deputy member of the Board of Directors and shareholder since 1998. She began her career at the Company in 1980. In 1989, Ms. Regina became Administrative Officer of the Company, a position she occupied until 2003 when she was appointed Corporate Administrative Officer. She received a degree in Business Administration from Universidade de Fortaleza-UNIFOR in 1987 and concluded a management specialization program from Fundação Getúlio Vargas in 2008. Ms. Regina Ximenes participates in an yearly meeting with the high management of other big corporations to discuss about issues such as leadership, corporate strategy and management. She is also Administrative Officer of Idibra Participações S.A., an entity in the same corporate group as the Company that operates in real estate and construction. Her first term in the Company began in April 2006. Ms. Regina has not worked for other publicly held companies.
Francisco Cláudio Saraiva Leão Dias Branco. Mr. Cláudio Branco, 49 years, is the Company’s Industrial Vice President of Wheat Mills, deputy member of the Board of Directors and shareholder since 1998. He began his career at the Company and in 1992 became the Industrial Officer of the Dias Branco Mill, the Company’s first wheat milling unit. In 2003, he became the Company’s Corporate Industrial Officer of the Mills Division. Responsible for the implementation of all milling units in the Company, Mr. Cláudio received a Mechanical Engineering Degree from Universidade de Fortaleza in 1990, and has a long experience in wheat milling, with courses in many countries, such as the Milling Technology Course at the Swiss Milling School, St. Gallen, in 1991. Mr. Cláudio Branco received the Wheat Milling Certificate from the Training Center in Buhler, Uzwill, Switzerland in 1992. Also in 1992, Mr. Cláudio worked as an intern at Weston Research, Maidenhead, England. In 1999, he took part in the Abitrigo Bread Making and Milling Program. From 1999 to 2002, he was an Officer of the Federation of Industries of the State of Ceará, and, from 2002 to 2004, an Officer of ABITRIGO. His first term in the Company began on April 6th, 2006. Mr. Claudio has not worked for other publicly held companies.
Maria das Graças Dias Branco da Escóssia. Ms. Graça Escóssia, 56 years, is Vice President of Finance, member of the Board of Directors of the Company, and a shareholder since 1998. She began her career in 1985, as part of a hotel management team and later became its Vice President. In 2001, Ms. Graça became Institutional Relations Officer of the Company, and, in 2003, Corporate Institutional Relations Officer, where she worked until April 2006 when was appointed Vice President of Finance, its current position. Ms. Graça received a Law degree from Universidade Federal do Ceará in 1985 and concluded a management specialization program in 2008. Ms. Graça has not worked for other publicly held companies.
Geraldo Luciano Mattos Júnior. Mr. Geraldo Mattos Júnior, 53 years, is the Vice President of Investment and Controlling and Investor Relations Officer of the Company since 2006 and deputy member of the Board of Directors. In 1995, he started to work for the corporate group to which the Company belongs as Chief Financial Officer of Banco Equatorial. In 2000, Mr. Geraldo Mattos Júnior began his career in the Company as an advisor for the Executive Office, where he worked until 2003, when he was appointed as the Company´s Chief Financial Officer. During his several years as Chief Financial Officer, was responsible for implementing the Company’s current financial risk mitigation policy and credit policy, as well as its hedge strategies and other important financial mechanisms. In 2009 was a member of the Company‘s Audit Committee. From 1977 to 1995, he worked for Banco do Nordeste do Brasil-BNB where, among other positions, he was Advisor to the President, Head of the Capital Markets Department, and Executive Officer of the Caixa de Previdência dos Funcionários do BNB. In 1994 he was transferred to the Government of Ceará, where he was Finance and Foreign Exchange Officer of the Banco do Estado do Ceará until 1995. From 1995 to 1996, Mr. Geraldo Mattos Júnior was President of the Brazilian Association of Capital Markets Analysts for the Northeast region (Associação Brasileira dos Analistas de Mercado de Capitais-Seção Nordeste). He is member of the Board of Directors of Pague Menos and Counselor of IEDI. He received a degree in Business Administration from Universidade Estadual do Ceará-UECE in 1985. Mr. Geraldo Mattos Júnior also received a Law degree from UNIFOR in 1998, and an MBA from Universidade Federal do Rio de Janeiro (COPPEAD) in 1993. He has not worked for other publicly held companies.