Management and Board of Directors

Board of Executive Officers

The Board of Directors meet up on a weekly basis and together make up SIMPAR’s Executive Board, the main responsibility of which is to administer and operate the business by means of practical actions, in accordance with the guidelines laid down by the Company’s General Meeting or Meeting of the Board of Directors. In this way, the definitions of strategic planning, such as the financial results under the responsibility of management, the overall financial results, as well as the operational indicators are all taken into account.

Therefore, the Executive Board represents the general management of the business, prioritizing its operational, economic, social and environmental performance. The executive officers may undertake all operations and carry out all the acts necessary to achieve the objectives of their job positions, in accordance with the provisions of the Bylaws regarding the form of representation, the scope for the practice of certain acts and the general outlines of the business established by the Board of Directors. They are responsible for drawing up and monitoring strategies and targets, as a reflection of the decisions of the Board of Directors, as well as making decisions in relation to the investment of resources by compromising, waiving, assigning rights, acknowledging debts, making agreements or entering into commitments.

Name Role Beginning of mandate End of term
Fernando Antonio Simões Chief Executive Officer 08/06/2020 2 years

Fernando Antonio Simões, is a businessman who has been working with the Company since 1981. He has been serving as the Company’s CEO since 2009. His last term of office started on 08/06/2018, and he took office on this same date. He is also a member of the Board of Directors and CEO of SIMPAR S.A., holding of the Company, of which Mr. Fernando Antonio Simões owns 54% of the shares.

Denys Marc Ferrez Executive Vice President of Corporate Finance and Investor Relations Officer 08/06/2020 2 years

Denys Marc Ferrez, joined the company as an executive director in May 2008. He holds a bachelor‘s degree in business administration and a graduate degree in corporate finance. He worked as an investor relations officer at Redecard in 2008. Previously, he worked for 10 years in the treasury and investor relations department at Aracruz and for five years at PricewaterhouseCoopers.  Joined the Company in 2008 as the Chief Financial and Administrative Officer. Since 2018, he has also been serving as the Executive Vice President of Corporate Finance and  Investor Relations Officer.

Samir Moises Gilio Ferreira Officer 08/06/2020 2 years

Samir Moises Gilio Ferreira, Mr. Samir Moises Gilio Ferreira holds a bachelor‘s degree in accounting and a post-graduate degree in corporate finance. He has worked for 11 years in Deloitte Touche Tohmatsu and, for the last 6 years, he was controlling director at International Meal Company. He began his work at the Company as director of controller in March 2017.

Antônio da Silva Barreto Junior Officer 08/06/2020 2 years

Antônio da Silva Barreto Junior holds a bachelor’s degree in Business Administration from the São Paulo School of Business Administration of the Getulio Vargas Foundation (EAESP-FGV). He began his career in the financial market in 2006, working for a boutique of investments in M&A and Private Equity operations. In 2009, when he was working for an American Private Equity Fund, he took up the position of New Business Manager at a company invested in the renewable energy sector (ethanol and biodiesel). From 2010 to 2018, he worked for the J&F Investimentos group, where he held several positions, the last one being M&A Director. He joined the Company in July 2019.

Board of Directors

Made up of five directors, two of which are independent, SIMPAR’s Board of Directors (CA) is responsible for the overall guidance of the Company’s business. The board holds regular meetings four times a year, at the end of each quarter, along with extraordinary meetings whenever necessary. Decisions are made taking into account a majority of votes and stakeholders can make recommendations and suggestions to the Board through the Investor Relations area.

The diversity of profiles is essential as it enables the Company to benefit from the variety of opinions and from a more assertive and secure decision-making process. JSL’s Board of Directors is formed with a view to the diversification of knowledge and experience, which is continuously accumulated in different areas of activity and economic sectors. The Board of Directors’ current members have very substantial experience in a number of sectors, among which we can mention: Transportation and Logistics, Pulp and Paper, Chemicals, Metallurgy, Ports, Hospitals, Banking, Construction, Retail, Oil and Gas and Electricity. In addition, the diversity of ideas is guaranteed by the different academic backgrounds and professional experiences, among which we can mention: entrepreneurship, economic, administrative, accounting, consulting, tax, corporate and third sector. Therefore, the organization seeks to balance the stakeholders’ expectations with a continuous strengthening of the organizational skills.

The Board of Directors’ other duties include: controlling and overseeing the Company’s economic, social and environmental performance, assuming the role of guide in relation to the business’ strategies in order to maximize the return for shareholders; defining policies and designing strategies for conducting the business; leading the implementation of growth strategy and the general orientation of the business; authorizing operations that use derivative financial instruments and the contracting of financial mechanisms pegged to foreign currency; issuing securities; defining the Executive Board’s performance goals and its compensation; electing and/or dismissing the members of the Executive Board and overseeing the Executive Officers’ management, in addition to analyzing Management’s Report and its accounts.

Name Role Beginning of mandate End of term
Adalberto Calil Chairman 04/24/2020 2021 AGM

Adalberto Calil, holds a law degree from Pontifícia Universidade Católica de São Paulo in 1973. He is a founding partner of the law firm Radi, Calil e Associados, where he has practiced since 1974 with a focus on corporate and tax law. He has served as a legal adviser to companies in various industries, including the chemical, paper, forestry, transportation and logistics, ceramics, metallurgy, port and hospital industries. He was a member of the Board of Directors of Satipel Industrial S/A from April 2006 through April 2008. He has been a member of the Board of Directors of the privately-held company Píer Mauá S/A since 2006. He is currently the Chairman of the Company‘s Board of Directors.

Fernando Antonio Simões Filho Vice President 04/24/2020 2021 AGM

Fernando Antonio Simões Filho, holds a bachelor’s degree in Law from the UMC, a certificate in Holistic Science and Economics for Transition from the Schumacher College and an international certification in Social Business from the ESPM and the Yunus Social Business. He worked at JSL S.A. for 10 years, where he always monitored and participated in the strategic planning of the Group, holding positions in different sectors of the Company, including operational and corporate sectors. In the last 4 years, he worked as Executive Officer of the dealership network (subsidiaries of the Company). Currently, he is a member of JSL’s Board of Directors, is studying Executive MBA at Dom Cabral Foundation and is a Partner Director of Bemtevi Investimento Social.

Fernando Antonio Simões Director 08/05/2020 2021 AGM

Fernando Antonio Simões, is a businessman who has been working with the Company since 1981. He has been serving as the Company’s CEO since 2009. His last term of office started on 08/06/2018, and he took office on this same date. He is also a member of the Board of Directors and CEO of SIMPAR S.A., holding of the Company, of which Mr. Fernando Antonio Simões owns 54% of the shares.

Alvaro Pereira Novis Independent Director 08/05/2020 2021 AGM

Alvaro Pereira Novis, holds a bachelor’s degree in Economics from the Rio de Janeiro University and a bachelor’s degree in Public Administration from the Getulio Vargas Foundation. He worked at BankBoston for 15 years (1966/1980), where he became vice president of the bank’s national division in Brazil. He was a director at Banco Iochpe de Investimentos for 8 years. He worked at the Odebrecht Organization from 1992 to 2008, where his last position held was CFO of the holding. He served as member of the Board of Directors of: Braskem, ETH Bioenergia S.A., Foz do Brasil S.A., Odebrecht Óleo & Gás and Banco Caixa Geral de Depósitos Brasil. He was vice president of the Board of Directors of Odeprev-Odebrecht Previdência Privada for 10 years. He was vice president of the American Chamber of Commerce (AmCham Brazil) from 2008 to 2015. In 2008, he became partner at Valora Gestão de Investimentos Ltda. Mr. Novis has been working as an independent member of the Board of Directors of JSL S.A. and a coordinator of its Financial Committee since 2010. On May 22, 2019, he was elected member of the Audit Committee of Movida Participações S.A. (subsidiary of the Company).

Augusto Marques da Cruz Filho Independent Director 08/05/2020 2021 AGM

Augusto Marques da Cruz, He holds a bachelor’s degree in Economics from FEA-USP, a postgraduate degree from the Economic Research Institute and a specialization degree from the European Institute of Business Administration. He was CEO of Grupo Pão de Açúcar (food retail sector) and Administrative and Financial Director of Grupo Bunge (mining and chemical sector). He served as member of the Board of Directors of Arafértil Fertilizantes S.A. (fertilizer sector); Grupo Pão de Açúcar; B2W (Submarino.com and Americanas.com); and as member of the Advisory Board of Santa Bárbara Engenharia. Currently, he is a member of the Board of Directors of General Shopping S.A. (mall sector); vice president of the Board of Directors of BRF (food sector); and chairman of the Board of Directors of BR Distribuidora (Petrobras Distribuidora S.A. – the largest retail company of fuel and lubricants). He is a partner at MC&F Consultoria Financeira Ltda. (financial consulting company).He was elected coordinating member of the Company’s Audit Committee in May 22, 2019.”

Fiscal Council

Operating independently of the Board of Directors and of the external auditors, the Fiscal Council, which is of a non-permanent nature, is made up of three members and their respective alternates, elected at a Shareholders’ Meeting, with a one-year term of office. Normally this body meets up every four months, and under extraordinary circumstances, whenever necessary, and is responsible for overseeing the actions of the managers, examining and commenting on the financial statements, always reporting its conclusions to the shareholders.

The members of this council should notify the management bodies and to the General Meeting of any errors, fraud or crimes detected, and suggest measures to guarantee the protection of the Company’s interests.

Name Role Beginning of mandate End of term
Luiz Augusto Marques Paes Sitting member 04/30/2020 2021 AGM

Luiz Augusto Marques Paes, With a law degree from Faculdade de Direito da Universidade de São Paulo (USP), during 30 years, Mr. Paes provided corporate, tax and financial consulting services for large and mid-sized companies, notable publicly-held companies. He has been a partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. since 1991. He serves as a member of the Fiscal Council of Suzano Papel e Celulose S.A. and of JSL S.A.

Luciano Douglas Colauto Sitting member 04/30/2020 2021 AGM

Luciano Douglas Colauto, He has a degree in business administration from Fundação Getulio Vargas (EAESP-FGV) and a law degree from Faculdade de Direito da Universidade de São Paulo (USP), and he is currently partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting firm), which he joined in December 1991.He served as a sitting member at the Fiscal Council of Nordeste Química S.A. – NORQUISA (a holding company operating in the petrochemical industry) between April 2003 and August 2004, and has served as a member of the Fiscal Council of Tecnisa S.A. (a real estate developer) since April 2008.

Rafael Ferraz Dias de Moraes Sitting member 04/30/2020 2021 AGM

Rafael Ferraz Dias de Moraes, partner and member of Guepardo Investimentos’ investment committee. He previously worked as a buy-side analyst at Funcesp, Gas Investimentos and Pátria Investimentos. Mr. Moraes has a degree in Public Administration from FGV EAESP, in São Paulo. He was also a member of Magnesita S.A.’s Fiscal Council between May 2015 and April 2016 and Randon S.A.’s Fiscal Council between May 2016 and April 2017.

Marcio Alvaro Moreira Caruso Alternate member 04/30/2020 2021 AGM

Marcio Alvaro Moreira Caruso, served as a consultant at Arthur Andersen (an audit firm) from October 1987 to April 1991, and is currently a partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting firm), which he joined in 1992. He served as a sitting member at the Board of Directors of Usina Santa Elisa S.A. (sugar and ethanol sector – 1997 to 2003), Santelisa Vale S.A. (sugar and ethanol sector – April 2007 to October 2009), Abyara S.A. (a publicly-held company operating in the real estate industry – July 2009 to February 2010), and he is currently a sitting member of the Fiscal Council of Trisul S.A. (a real estate company). He has a bachelor degree in business administration from Fundação Getulio Vargas (EAESP-FGV), where he also completed a graduate program in the same area.

Marcos Sampaio de Almeida Alternate member 04/30/2020 2021 AGM

Marcos Sampaio de Almeida Prado, He holds a bachelor’s degree in Business Administration from the Getulio Vargas Foundation. He has been working as a corporate, tax and financial consultant for medium-sized and large companies for 35 years. In the last 15 years, he has been working as Partner Director at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (consulting company).

Roberto de Magalhães Esteves Alternate member 04/30/2020 2021 AGM

Roberto de Magalhães Esteves, partner director, responsible for compliance with rules, policies, procedures and internal controls, and member of Guepardo Investimentos’ investment committee, being in charge of assessing risk and determining maximum limits. He previously worked at Votorantim Asset Management. Mr. Esteves has a degree in Business Administration from FGV EAESP, in São Paulo.