This Committee main functions are: to analyze and monitor the quality and integrity of the Company’s quarterly information, financial statements and management report, to evaluate the effectiveness and sufficiency of the Company’s internal control structure and internal and independent audit processes, to acknowledge and analyze transactions with related parties, to evaluate and monitor the Company’s exposure to risk, to propose the appointment of independent auditors as well as their replacement, and to prepare the annual report, to be presented jointly with the financial statements, including, at least, the following information: (i) activities carried out in the period, the results and conclusions reached; (ii) evaluation of the effectiveness of the internal control and risk management systems; (iii) description of the recommendations presented to Management and evidence of their implementation; (iv) evaluation of the effectiveness of the independent and internal audits; (v) evaluation of the quality of the financial, internal control and risk management reports; and (vi) any situations in which there is any significant divergence between Management, the independent auditors and the Committee in relation to the Company’s financial statements. The current members of the Committee are: Eleazar de Carvalho Filho (coordinator), Fernando Múrcia, Gisélia da Silva, Renan Bergmann and Christophe Hidalgo.
Its main duties are to revise the economic/financial feasibility of investment plans and programs; revise and recommend measures to negotiate any merger, acquisition or similar transaction involving the Company or its subsidiaries, monitor any transaction and negotiation relating to such operations; review cash flow, indebtedness policy and capital structure; monitor and supervise the implementation and the annual investment plan; monitor the average cost of the capital structure and suggest changes, whenever necessary; and review and recommend funding opportunities to improve the capital structure. The current members are: Eleazar de Carvalho Filho (president), Arnaud Strasser, Hervé Daudin, Renan Bergmann and Christophe Hidalgo.
The Human Resources and Compensation Committee is responsible for reviewing candidates for the Board of Directors and Board of Executive Officers, reviewing and discussing management compensation and stock option plans, proposing criteria to assess manager’s performance and setting remuneration and incentive policies and reviewing recruitment and selection methods adopted by the Company, among others.
The Committee is responsible for examining candidates for positions on the Board of Directors and the Board of Executive Officers; reviewing and discussing management compensation; proposing performance appraisal criteria for managers; and reviewing the Company‘s recruitment and hiring methods, among other duties. The current members are: Arnaud Strasser (president), Rafael Russowsky, Ronaldo Iabrudi and Luiz Augusto de Castro Neves.
The Corporate Governance and Sustainability Committee, created on April 27, 2018, is responsible for guiding and ensuring the adoption of the best corporate governance practices by the Company, to monitor compliance with the requirements of Brazilian Corporate Law and Capital Market Law and other securities market supervisory agencies to which the Company is subject, as well as guiding the GPA strategy and its business in terms of sustainability issues, promoting discussions on sustainable development policies and initiatives at the level of the Board of Executive Officers and of the Board of Directors. In addition, they are included in its attributions to accompany macro indicators, evaluate critical policies / high impact and sustainable practices, based on economic, environmental and social dimensions, to promote sustainable development. The current members are: Luiz Augusto de Castro Neves (president), Arnaud Strasser, Ronaldo Iabrudi, Helio Mattar and Rafael Russowsky.
The Innovation and Digital Transformation Committee, aside from ensuring the interests of the Company, in the scope of its functions, has the following attributions: (i) suggest changes in its Regulation, submitting it to the Board of Directors for resolution; (ii) recommend and monitor the adoption of best practices of innovation, as well as coordinating the implementation process and maintenance of such practices in the Company, as well as the effectiveness of innovation processes, proposing changes, updates and improvements when necessary; (iii) prepare or review periodically, as the case may be, any documents related to the Company’s innovation, elaborating recommendations for changes, criticisms and suggestions that it deems to be necessary to the Board of Directors, in order to keep them constantly updated, and in line with the Company’s peculiarities; (iv) assist the Board of Directors in the analysis of technological trends and innovations, as well as evaluate the Company’s projects, initiatives and investment proposals from the perspective of innovation; (v) opine on any other matters submitted by the Board of Directors to it, as well as on those that it considers relevant. The current members are: Ronaldo Iabrudi (president), Christophe Hidalgo, Jorge Faiçal, Rafael Russowsky and Sangeet Paul Choudary.