Board of Directors and Executive Board
Conselho e Diretoria
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.
The bank’s Board of Directors is currently composed of at most nine member of whom at least two are independent directors including the President, as shown in the table below:
|Ricardo Annes Guimarães||Chairman||Apr 30, 2020|
|Olga Stankevicius Colpo||Vice-Chairperson (IM)||Apr 30, 2020*|
|Ângela Annes Guimarães||Member||Apr 30, 2020|
|Antônio Mourão Guimarães Neto||Member||Apr 30, 2020|
|Dorival Dourado Jr.||Member (IM)||Apr 30, 2020*|
|Eliane Aleixo Lustosa de Andrade||Member (IM)||Apr 30, 2020|
|José Eduardo Dominicale||Member||Apr 30, 2020|
|Regina Annes Guimarães||Member||Apr 30, 2020|
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 2022.
Ricardo Annes Guimarães: Mr. Guimarães graduated in Business Administration from Una – Faculdade de Ciências Gerenciais in 1988. With extensive experience within BMG and the BMG Business Group, Mr. Guimarães started working at Banco BMG in 1980 and has since been very successful as CFO (1989) and then as Vice President (1996). He served as CEO of the Bank between 2004 and 2013. In 2019, he was elected member of BMG’s Board of Directors and in February 2020 he was elected Chairman of the 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. In February 2020, she as elected Vice-Chairperson of the Board of Directors.
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.
Antônio Mourão Guimarães Neto: Mr. Guimarães Neto graduated in Business Administration from Una – Faculdade de Ciências Gerenciais in 1980. 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 was a member of BMG’s Board of Directors from 1978 to 2011. In 2019, he was elected member of BMG’s Board of Directors.
Dorival Dourado Jr.: Mr. Dorival holds a degree in Business Administration from Faculdade Associadas de São Paulo, specializing in Business Management. He has experience in many financial sector companies, working as a President & CEO at SCPC from 2010 to 2015. In addition, Mr. Dorival has served in several Boards of Directors, such as Secretaria de Inovação e Tecnologia da Prefeitura de São Paulo, Semantix S.A., Avante.com.vc Soluções e Participações S.A., ABFintech (Associação Brasileira de FinTechs), Wayra, Omni Soluções Financeiras and Febraban. In April 2020, he was appointed as an independent member of BMG’s Board of Directors.
Eliane Aleixo Lustosa de Andrade: Ms. Eliane has a degree in Economics, with master’s degree in Economics and PhD degree in Finance, all from PUC-RJ. She has experience in several companies in the financial sector, having worked as Director of National Bank for Economic and Social Development (BNDES), responsible for the capital markets and privatizations, among others renowned companies. In addition, served on several Boards of Directors, including the Market Arbitration Chamber of Novo Mercado segment in B3 and the Brazilian Institute of Corporate Governance (IBGC). In April 2020, she was elected as independent member of BMG’s Board of Directors.
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.
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.
*Pending Central Bank approval
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.
|Ana Karina Bortoni Dias||President Director||February 03, 2020*|
|Marco Antonio Antunes||Executive Vice President||February 03, 2020*|
|Márcio Alaor de Araújo||Executive Vice President||November 09, 2018|
|Eduardo Mazon||Executive Director||May 02, 2018|
|Flavio Pentagna Guimarães Neto||Executive Director||May 02, 2018|
|Alexandre de Almeida Winandy||Director||December 19, 2019|
|Amanda Ituassu Araujo||Director||October 17, 2018|
|Aydes Batista Marques Júnior||Director||April 04, 2019|
|Felice Ítalo Napolitano||Director||October 17, 2018|
|Guilherme Vieira Neves||Director||October 17, 2018|
|Luciana Buchmann Freire||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.
Ana Karina Bortoni Dias: Mrs. Dias holds a bachelor’s degree in Chemical Sciences, with a master’s degree in the same field from the University of Brasília. She has been working for 20 years in consulting with focus on developing and implementing corporate governance, family governance and transformation, including digital cultural in the financial sector, working with some of the largest conglomerates in Brazil. Since 2010, she has been a partner at McKinsey & Company. In 2019, she was elected Chairwoman of BMG’s Board of Directors. In February 2020, she resigned as Chairwoman of the Board of Directors and was elected President Director of Banco BMG,
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 Executive Managing Director of Banco BMG. In February 2020, he was elected Executive Vice President.
Márcio Alaor de Araújo: Mr. Araújo holds a bachelor’s degree in Business from Instituto Metodista Benett and a postgraduate degree in Financial Management by Fundação João Pinheiro. He has been with the Bank for over 40 years and is one of the leading names in the Brazilian payroll finance sector. He was appointed our Executive Vice President in 2018.
Eduardo Mazon: Mr. Mazon has a bachelor’s degree in Computer Science from the Federal University of São Carlos (UFSCar) in 1999 and a postgraduate 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 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, working for 11 years in the financial market. He was a member of our 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 Executive Officer and appointed as the Investor Relations Officer.
Alexandre de Almeida Winandy: Mr. Alexandre holds a degree in Psychology from Universidade Presbiteriana Mackenzie, a postgraduate degree in Business Administration from Fundação Getúlio Vargas and an MBA from INSEAD. He has over 15 years of experience in the financial sector, having worked at Unibanco, Itaú BBA, Itaú Unibanco and McKinsey, leading large projects of cultural transformation and implementation of digital activities, people strategy, governance and organizational design. He also served in the São Paulo State Government as Director of Planning and Innovation of the Social Fund. In December 2019, he was elected Director at Banco 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 Director of Banco BMG.
Aydes Batista Marques Junior: Mr. Marques Junior graduated in Economics from UFRJ – Federal University of Rio de Janeiro in 1997. He built his career of more than twenty years focused on retail and wholesale operations in the financial sector, having worked for HSBC and Bradesco. In 2019, he was elected Director of BMG.
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 appointed Director 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 Director 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 Director.
*Pending Central Bank approval.
The Fiscal Council is a corporate body, independent from the management and external auditors. Its responsibility is to monitor management activities, review the Bank’s financial statements and report its conclusions to the shareholders.
The Bank’s Fiscal Council is non-permanent, installed at 2020 Ordinary General Meeting and will operate until 2021 Ordinary General Meeting. It is currently composed of three effective members and three alternate members, of which one effective member and one alternate member were nominated by preferred shareholders.
|Roberto Faldini||Sitting Member||May 15, 2020*|
|Fernando Marques Cleto Duarte||Alternate Member||May 15, 2020*|
|Fernando Antônio Fraga Ferreira||Sitting Member||May 15, 2020*|
|Mirtes Kinuko Yamamoto||Alternate Member||May 15, 2020*|
|Flávio de Souza Franco||Sitting Member (PN)||May 15, 2020*|
|Paulo Henrique Santana Barbosa||Alternate Member (PN)||May 15, 2020*|
PN: nominated by preferred shareholders.
Roberto Faldini: Mr. Roberto is graduated in Business Administration from EAESP – FGV, specialiazing in many institutions, such as Advanced Management from Fundação Dom Cabral and INSEAD – Fontainebleau, in Entrepreneurship by Babson College, and in Corporate Governance by Corporate Governance Board Leadership. In 2013, he also became Board of Directors Member certified by IBGC. He was also a co-founder of the Brazilian Institute of Corporate Governance (IBGC). He was an independent member of BMG Board of Directors between 2013 and 2019. He currently serves as a Market Arbitration Chamber Arbitrator at B3, and is a member of the Board of Directors and advisory board of several companies.
Fernando Marques Cleto Duarte: Mr. Fernando holds Economy degree from Universidade Presbiteriana Mackenzie and Law degree from Universidade de São Paulo (USP). He served as a member of the fiscal council of Alpargatas S.A., as a consultant on the fiscal and corporate control board of Itaú Unibanco S.A. and, for two consecutive mandates, as a counselor appointed by the Confederação Nacional das Instituições Financeiras/Febraban on the Conselho Administrativo de Recursos Fiscais (CARF). He currently advises on tax, corporate and regulatory matters and is an MBA professor.
Fernando Antônio Fraga Ferreira: Mr. holds a Law degree from the Pontifícia Universidade Católica de Minas Gerais (PUC-MG), and a doctoral student in Legal and Social Sciences from UMSA/Argentina. He currently serves as a founding partner and executive director of Ferreira e Chagas Advogados, and has extensive experience as a member of the board of directors of companies.
Mirtes Kinuko Yamamoto: Ms. Mirtes has a degree in Public Administration from Fundação Getúlio Vargas (FGV) and in Law from Universidade de São Paulo (USP), holds a MBA in Controllership from USP and MBA in Contemporary Management from FGV. He worked from 1993 to 2019 at the Central Bank of Brazil, managing supervision teams for medium and small, private, national and foreign banks, in many segments of operation, as well as supervision teams for financial and consortium administrators.
Flávio de Souza Franco: Mr. Flávio holds a degree in Civil Engineering. He was managing partner of several companies, such as Distribuidora de Bebidas Leão do Bonfim (AMBEV) and FJR Seguros Ltda. Mr. Flávio currently holds the position of managing partner at Sousa Franco Assessoria Empresarial.
Paulo Henrique Santana Barbosa: Mr. Paulo holds a Law degree from Universidade São Judas Tadeu and an Accounting degree from Universidade Católica de São Paulo (PUC-SP). He also has an executive MBA in Finance from the New York Institute of Finance/Saint Paul Business School. He developed his career in large corporations such as PricewaterhouseCoopers and Martin-Brower and is currently a partner at RVC Consultoria e Assessoria Empresarial.
* Pending Central Bank approval.