Board of Directors and Executive Board

Conselho e Diretoria

Board of Directors

BMG’s Board of Directors meets ordinarily, once a month, according to a previous schedule, and extraordinarily as necessary. It is responsible for defining the strategy and general orientation of the business, among other attributes, by approving the policies as well as oversight of the Executive Board so that it fulfills the commitment to implement the established directives. Additionally, under the Brazilian Corporations Law, the Board of Directors is also responsible for hiring independent auditors.
According to Banco BMG statutes, the Board of Directors must consist of four to eight members, three of whom may be Independent Members. The Board Members are elected at the General Shareholders Meetings to three-year terms, with the possibility of re-election, and are subject to dismissal at any time or without justification.
he bank’s Board of Directors is currently composed of eight members of whom three are independent directors including the President, as shown in the table below:

Counselors Office Election Date
Bernard Camille Paul Mencier President (IM) Apr 30, 2018
Ângela Annes Guimarães Member Apr 30, 2018
Flavio Pentagna Guimarães Neto Member Apr 30, 2018
José Eduardo Dominicale Member Apr 30, 2018
João Annes Guimarães Member Apr 30, 2018
Olga Stankevicius Colpo Member (IM) Apr 30, 2018
Regina Annes Guimarães Member Apr 30, 2018
Roberto Faldini Member (IM) Apr 30, 2018

IM: Independent Member
The term of the Board members extend until the investiture of those elected at the General Shareholders Meeting to be held in 2021.

Bernard Camille Paul Mencier: Mr. Mencier graduated in Chemical Engineering in 1969, with a doctorate in physical sciences from the National Center for Scientific Research (CNRS), as well as an MBA from INSEAD in 1972. He gained experience in a number of international banks, including Interunion Bank, Credit Commercial de France and Banco BNP Paribas, of which he was CEO between 2001 and 2007 and Chairman of the Board of Directors between 2007 and 2009. Mr. Mencier was a member of FEBRABAN’s Board of Directors and served as an Independent Member of the Board of Directors of Banco Fibra. He has been an independent member of BMG’s Board of Directors since April 2013.

Ângela Annes Guimarães: Ms. Guimarães has a bachelor’s degree in Social Studies from PUC-MG, has been an executive officer of several non-financial companies belonging to the Guimarães family, a member of the Executive Committee of BMG Financial Companies since 1993 and a member of BMG’s Board of Directors. In 2016, she was appointed Executive Director of Banco BMG.

Flávio Pentagna Guimarães Neto: Mr. Guimarães Neto has a bachelor’s degree in Business Administration from IBMEC, an MBA from Columbia University and has worked for BCP Securities, Lloyds TSB Bank and Itaú Unibanco. Currently a member of the Bank’s Board of Directors, he has participated in several strategic processes and was a member of the Board of Directors of Banco Itaú BMG Consignado. In September 2017, he was elected as an Executive Officer of the Bank and appointed Investor Relations Officer.

José Eduardo Gouveia Dominicale: Mr. Dominicale holds a law degree from Braz Cubas University and an MBA in management from IBMEC. He gained experience in the credit risk and collection process at several national and international banks, such as Banco Martinelli, BankBoston and CitiGroup. In 2007, he was appointed Executive Director of BMG and in 2015 he left the Bank to become Vice President of the BMG Entrepreneur Group.

João Annes Guimarães: Mr. Guimarães holds a bachelor’s degree in mathematics. He works in the management of agricultural companies of business groups belonging to the Guimarães Family. He has been a member of the Executive Committee of BMG Financial Companies since 1993 and a member of BMG’s Board of Directors.

Olga Stankevicius Colpo: Ms. Colpo has a degree in organizational psychology, a specialist in Human Resource Management from FGV, as well as in Managing Managers from Michigan University and in International Business from Harvard University. She also holds an International Executive MBA from FIA/USP. She was a consulting partner at PwC, where she worked for more than thirty years, until 2009. From 2009 to 2016, she was the Chief Executive Officer of Participações Morro Vermelho, the Camargo Corrêa Group’s family holding company. As a Consultant, Board Member and Executive, she supported boards of directors and companies in implementing more robust family and business governance models and new business management systems. In April 2017, she became an independent member of BMG’s Board of Directors.

Regina Annes Guimarães: Ms. Guimarães has a degree in tourism from the Faculdade de Turismo de Belo Horizonte, and serves on the Boards of Directors of several of the Guimarães family’s non-financial companies. She has been a member of the Executive Committee of BMG Financial Companies since 1993 and serves as a member of BMG’s Board of Directors.

Roberto Faldini: Mr. Faldini received a degree in Business Administration from EAESP – FGV in 1972 and obtained specialization degrees in (a) advanced management from the Fundação Dom Cabral and at INSEAD – Fontainebleau – France, in 1991, (b) in entrepreneurship from Babson College – Boston in 2004, and (c) in Corporate Governance from the International Finance Corporation and the IBGC, in 2009, 2011, 2013 and 2016. Also, in 2013, he became an IBGC Certified Management Advisor. He is co-founder of the Brazilian Corporate Governance Institute (IBGC), was president of the CVM in 1992 and served on the Board of Directors and other management committees of several companies. He was elected an independent member of BMG’s Board of Directors in April 2013.

Executive Board

BMG’s management is exercised by the Board of Executive Officers, under the supervision of the Board of Directors, which develops policies and guidelines to be implemented by the Officers on a daily basis. Additionally, it is the responsibility of the President Director of the Executive Board to supervise and coordinate BMG’s businesses.
Elected by the Board of Directors, the members of the Executive Board serve three-year terms, with the possibility of re-election, and are subject to dismissal at any time or without justification.

 

Director Office Election Date¹
Marco Antonio Antunes Managing Director May 02, 2018
Amanda Ituassu Araujo Executive Director October 17, 2018*
Ângela Annes Guimarães Executive Director May 02, 2018
Eduardo Mazon Executive Director May 02, 2018
Flavio Pentagna Guimarães Neto Executive Director May 02, 2018
Felice Ítalo Napolitano Executive Director October 17, 2018*
Guilherme Vieira Neves Executive Director October 17, 2018*
Luciana Buchmann Freire Executive Director October 17, 2018*

¹ The term of office of all officers will be extended to the first Board of Directors Meeting held after the 2019 General Shareholders Meeting.

Marco Antonio Antunes: Mr. Antunes has a degree in metallurgical engineering from Universidade Presbiteriana Mackenzie and a degree in Finance and Accounting from the University of São Paulo. He has worked for over 30 years in the financial market, with 28 years at Itaú Unibanco, 13 of them as Director of Accounting. In February 2013, he joined BMG as Executive Director. He is also a member of the Board of Directors of BMG Seguros, as well as a permanent guest of BMG’s Board of Directors. In September 2017, he was elected Managing Director of Banco BMG.

Márcio Alaôr de Araújo: Mr. Alaôr de Araújo holds a bachelor’s degree in business administration from the Instituto Metodista Benett and a post-graduate degree in financial administration from Fundação João Pinheiro. With a career spanning more than 40 years with BMG, he is one of the payroll loan market’s most important names. In 2018, he was appointed Vice-President Director of BMG*.

Amanda Ituassu Araujo: Ms. Araujo has a degree in Journalism from Newton Paiva, specializing in Business Management from FGV, has more than 20 years of experience in the financial market at institutions such as Banco Panamericano, Banco Fibra and Banco Santander and for the last 18 years has been working at Banco BMG, mostly in the commercial area. In 2018 she was appointed an Executive Officer of Banco BMG*.

Ângela Annes Guimarães: Ms. Guimarães has a bachelor’s degree in Social Studies from PUC-MG, has been an executive officer of several non-financial companies belonging to the Guimarães family, a member of the Executive Committee of BMG Financial Companies since 1993 and a member of BMG’s Board of Directors. In 2016, she was appointed Executive Director of Banco BMG.

Eduardo Mazon: Mr. Mazon has a bachelor’s degree in computer science from the Federal University of São Carlos (UFSCar) in 1999 and a post-graduate degree in Business Administration from FGV-SP in 2004. He has worked for 20 years in Information Technology and Operations and more than ten years in financial institutions and other companies, such as Itautec-Philco, Vivo and Banco GE Capital, where he held coordinator, managerial and senior management positions. In 2013, he was elected an Executive Officer of Banco BMG.

Flávio Pentagna Guimarães Neto: Mr. Guimarães Neto has a bachelor’s degree in Business Administration from IBMEC, an MBA from Columbia University and has worked for BCP Securities, Lloyds TSB Bank and Itaú Unibanco. Currently a member of the Bank’s Board of Directors, he has participated in several strategic processes and was a member of the Board of Directors of Banco Itaú BMG Consignado. In September 2017, he was elected as an Executive Officer of the Bank and appointed Investor Relations Officer.

Felice Italo Napolitano: Mr. Napolitano holds a bachelor’s degree in Accounting from PUC / SP, an MBA in Finance from IBMEC. Has more than 27 years of experience in auditing, including 23 years in the financial market, of which 15 years at Banco ABN AMRO Real, as well as other companies such as Coopers & Lybrand and Banco Caixa Geral de Depósitos. Responsible for the Internal Audit Area of BMG since 2013 and permanent guest of the Audit Committee, he was he was appointed an Executive Officer in 2018*.

Guilherme Vieira Neves: Mr. Neves has a bachelor’s degree in Physics from USP, a bachelor’s degree in Economics from USP, an MBA in Economics and the Financial Sector from Fipe/USP, and has more than 20 years of experience in the financial market. He was Superintendent of Risks at Itaú Unibanco and Executive Superintendent of Risks at Safra. With BMG since 2015, he was appointed an Executive Officer in 2018*.

Luciana Buchmann Freire: Ms. Freire holds a law degree from the University of São Paulo (USP), specializing in Business Law, and has 20 years of experience in the financial market. A lawyer with an emphasis on international banking law, in 1999 she became the executive director of Rabobank Brasil, in 2001 she headed the legal department of Banco Fibra and was appointed statutory director in 2007. In 2013, she joined Banco BMG and in 2018 she was appointed an Executive Officer*.

* Currently awaiting homologation by the Central Bank of Brazil.

Fiscal Council

According to the Brazilian Corporation Law, the Fiscal Council is a corporate body, independent from the management and external auditors, consisting of at least three and at most five members and their respective alternates. Its responsibility is to monitor management activities, review the Company‘s financial statements and report its conclusions to the shareholders.

The Council can be permanent or not. In the case of a non-permanent Fiscal Council, it shall be install by the request of shareholders representing at least one tenth of voting shares for a specific fiscal year, and its operation will be terminated at the first Annual General Meeting following its installation.

In the case of BMG, the Company‘s Bylaws provide for a non-permanent Fiscal Council, and when requested to be installed, its member’s election and the fixation of their remuneration will be terminated at a General Meeting.