According to our by-laws, our board of directors consists of at least 3 (three) and up to 12 (twelve) members. The directors meet ordinarily six times a year, and extraordinarily whenever required. The members of our board of directors are appointed at general shareholders’ meetings for a term of office of two years and are required to be our shareholders.
The board’s responsibilities include leading the corporate governance process, electing our executive officers and supervising our management. Currently our board of directors consists of 9 members elected by our shareholders.
We are managed by our board of directors (Conselho de Administração) and by our board of executive officers (Diretoria). None of our directors is party to an employment agreement providing for benefits upon termination of employment.
|Board Members||Title||Date of Election||End of Term of Office|
|Jean-Charles Henri Naouri||President||04.27.2022||ASM 2024|
|Mr. Jean Charles Henri Naouri is a member of our Board of Directors since 2005. Mr. Naouri is chairman and chief executive officer of the Casino Group, the chief executive officer of its parent company, Euris S.A.S., and chairman of the board of directors of Cnova. Mr. Naouri also holds the following positions: chairman of the board of directors of Rallye S.A., member of the board of directors of F. Marc de Lacharrière FIMALAC S.A., vice-president of the Casino Group Corporate Foundation and president of the Euris Foundation. In June 2013, was appointed by France’s Ministry of Foreign Affairs to serve as special representative for economic relations with Brazil. In the past five years, served as chairman and chief executive officer (until 2013) and member of the supervisory board (until 2013) of Monoprix S.A., chief executive officer of Rallye S.A. (until 2013), chief executive officer of Finatis S.A. (until 2010), and member of the board of directors and audit committee of Natixis S.A. (until 2010). From 1982 to 1986, served as chief of staf.|
|Arnaud Daniel Charles Walter Joachim Strasser||Co Vice-president||04.27.2022||ASM 2024|
|Mr. Arnaud Strasser is vice-chairman of our board of directors since 2012 and a member of our board of directors since 2010. Mr. Strasser also has been a member of the board of directors of Cnova since 2014, of Éxito since 2010. Until 2014, served as a member of the board of directors of Big C Supercenter plc. Mr. Strasser joined the Casino Group since 2007, where currently serves as corporate development and equity interests officer. Until 2009, Mr. Strasser was advisor to the chief executive officer on international development at the Casino Group. Mr. Strasser also served as Vice President of the Boards of Directors of Via Varejo (2013-2019), on the cabinet of the Prime Minister of France in 2005, as mission head, and in the cabinet of Renaud Dutreil, France‘s Minister of Business and Commerce from 2005 to 2007 as a special advisor. Mr. Strasser holds a bachelor’s degree from École Nationale d’Administration and master’s degrees from Hautes Études Commerciales and Institut d’Études Politiques de Paris.|
|Ronaldo Iabrudi dos Santos Pereira||Co Vice-president||04.27.2022||ASM 2024|
|Mr. Ronaldo Iabrudi was elected, on April 27, 2018, Co-Vice-Chairman of GPA’s the Board of Directors, of which he is a member since 2016, also integrating the Committees of Corporate Governance and Sustainability, Human Resources and Compensation, and Innovation and Digital Transformation. The executive was elected, on January 23rd, 2020, as member of the Board of Directors of Grupo Éxito, in Colombia, participating in several Committees, and on December 31st, 2020, as Vice-Chairman of the Board of Directors of Assaí Atacadista, where he is member of the Strategic and Investment, Financial, Human Resources, Sustainability Committees. He also occupies the post of Vice-Chairman of the Board of Directors of Cdiscount, based in Amsterdam, Netherlands. Between January 2014 and April 2018, Mr. Iabrudi was CEO of GPA. Previously, served as Chairman of the Board of Directors of Via Varejo, Chairman of the Boards of Directors of Lupatech, Contax and Telemar, and member of the Board of Estácio, Magnesita, Cemar, Oi / Telemar, RM Engenharia and Ispamar. Mr. Iabrudi was CEO of Magnesita from 2007 to 2011 and, from 1999 to 2006, worked for the Telemar Group, where undertook several functions, including CEO of Telemar / Oi and Contax. From 1997 to 1999, Mr. Iabrudi served as CEO of FCA (Ferrovia Centro-Atlântica) and, from 1984 to 1997, as Chief Financial & Management Officer and Chief Human resources Officer of Grupo Gerdau. Mr. Iabrudi is a partner at the technology companies VIAW and Meu Plano; an investor in the startups FestaLab, EducareBox and I.Rancho; and also in the agribusiness – he is farms owner and shareholder of Agrobanco, Banco da Lavoura and Agrobanco from Boa Esperança. Graduated in Psychology at PUC-MG (1979), holds a Master’s degree in Organizational Development from Université Panthéon Sorbonne and a Master’s in Change Management from Université Paris Dauphine, Paris – France.|
|Christophe Jose Hidalgo||Member||04.27.2022||ASM 2024|
|Mr. Christophe Hidalgo is member of the Board of Directors of GPA, elected on December 28, 2020, integrating the Audit, Finance and Innovation and Digital Transformation Committees. He is also member of the Board of Directors of Assaí Atacadista, elected on December 31, 2020, in which he also integrates the Strategic and Investment, Financial, People and Culture, and Sustainability Committees. At GPA, he held the positions of Interim Chief Executive Officer from November 2020 to March 2021, responsible for conducting the spin-off process between GPA and Assaí Atacadista, and Vice President of Finance from April 2012 to April 2021. Worked as CFO (Chief Financial Officer) of Grupo Êxito (Colombia), a subsidiary of Grupo Casino, from 2010 to 2012, and is currently a member of its Board of Directors. After joining Casino in 2000, he held several positions in finance and controllership in the Group. As previous experience in Brazil, he worked as CFO of the retailer Castorama, between 1996 and 2000. Christophe is French, with bachelor’s degree in private law and a degree in finance and accounting, both at the University of Bordeaux (France).|
|Eleazar de Carvalho Filho||Independent Member||04.27.2022||ASM 2024|
|Mr. Eleazar de Carvalho Filho is an independent member of our board of directors since 2012 and a member of board of directors of Cnova since October 2014. Mr. Carvalho Filho is a founding partner at Virtus BR Partners, an independent advisory firm, and at Sinfonia Capital, and currently is Chairman of Oi S.A., serves on the board of directors of TechnipFMC plc and Brookfield Renewable Partners. Previously, served as chief executive officer of Unibanco Banco de Investimentos and president of the Brazilian Development Bank (BNDES) and managing director of Banco UBS – Brasil. Mr. Carvalho Filho served as the chairman of the board of directors of BHP Billiton Brazil and as a member of the boards of directors of Petrobras, Centrais Elétricas Brasileiras, Vale, Tele Norte Leste Participações, Alpargatas, and others. Mr. Carvalho Filho also is president of the board of trustees of the Brazilian Symphony Orchestra Foundation. Mr. Carvalho Filho holds a bachelor’s degree in economics from New York University and a master’s degree in international relations from Johns Hopkins University.|
|Hervé Daudin||Member||04.27.2022||ASM 2024|
|Mr. Hervé Daudin holds a bachelor degree in Physical Sciences and a PhD in Economics from the École Normale Supérieure of Paris and an Engineer degree from the École Nationale des Ponts et Chaussées. Mr. Daudin began his career as an economist and he was, for 7 years, a high ranking official in the Ministry of Economy in France. After holding the position of Director in Euris Group (parent company of Casino Group), joined the Casino Group in 2003, where held various executive positions in the areas of strategy, logistics and technology. Mr. Daudin is currently a member of the Executive Committee and Executive Director of Merchadise, from the Agribusiness Division and from the Supply Chain, Logistics and IT of Casino Group. Mr. Daudin is a member of the Board of Directors of Almacenes Éxito (Colombia), CDiscount (France), Distribution Casino France, European Marketing Distribution, Achats Marchandise Casino and Big C (Thailand), and also was a member of the Board of Directors of Via Varejo (Brazil).|
|Luiz Augusto de Castro Neves||Independent Member||04.27.2022||ASM 2024|
|Mr. Luiz Augusto de Castro Neves has been an independent member of the Company’s board of directors since 2012. Mr. Castro Neves is a career diplomat who joined Brazil’s diplomatic service in March 1967. Mr. Castro Neves served as Brazil’s ambassador to Japan from 2008 to 2010, in China, in Mongolia and the Democratic Republic of Korea from 2004 to 2008, in Paraguay from 2000 to 2004. Mr. Castro Neves was also Assistant Secretary General for Foreign Affairs, Chairman of the Board of Directors of Itaipu Binacional and Interim Minister of State, Head of the Secretariat for Strategic Affairs of the Presidency of the Republic. Currently, Mr. Castro Neves is a founding partner of CN Estudos e Projetos Ltda., Vice-President Emeritus of the Brazilian Center of Foreign Affairs, President of the Brazil-China Business Council and member of the Technical Council of the National Trade Confederation. Mr. Castro Neves graduated in Economics at the Federal University of Rio de Janeiro and Diplomacy at the Instituto Rio-Branco, with a master’s degree in economics from the University of London.|
|Renan Bergmann||Independent Member||04.27.2022||ASM 2024|
|Mr. Renan holds a bachelor degree in Chemical Engineering from the Federal University of Rio Grande do Sul, with a master’s degree in Nuclear Chemical Engineering from the Federal University of Rio de Janeiro – COPPE. He completed the Executive Program at the John E. Anderson Graduates School of Management and the Executive Program “Making Corporate Board More Effective” at Harvard Business School. He is a member of the Board of Directors of Fogo de Chão, at Paragon – Oklahoma, USA – and a senior advisor at Grupo Rhone. He was a member of the Board of Directors of SLC Participações, FCC Campo Bom – RS, CCRR, Terphane Holdings LLC Delaware, Almatis B.V. and UTEX – Houston TX. He was an advisor to the New Globe.|
|Rafael Sirotsky Russowsky||Independent Member||04.27.2022||ASM 2024|
|Mr. Rafael Russowsky is Director of Corporate Development and Holdings at Casino Group since 2012 and is currently a member of the Board of Directors of Grupo Éxito. Mr. Russowsky was an investment banker specialized in mergers and acquisitions and capital markets transactions at Credit Suisse, Morgan Stanley, and Oppenheimer & Co. Prior to that, worked at HSBC and Banco Safra, focused on credit transactions. Mr. Russowsky holds a bachelor’s degree in business administration from Pontifícia Universidade Católica do Rio Grande do Sul and an MBA from Columbia Business School.|
|Board of Statutory Executive Officers||Title|
|Marcelo Pimentel||Chief Executive Officer|
|Marcelo R. Pimentel is a dynamic executive with over twenty years of retail operations experience with a track record of delivering results across a diverse group of countries and cultures. Understands how to work in both strategic and tactical environment and know how to build and lead teams focused on the customer was the CEO of Lojas Marisa from 2019 to 2022. He was also the Retail Operations Director from 2017 to 2019 at Lojas Marisa. From 2015 to 2017, he was the Retail Operations Director at Drogarias Pacheco. Before that he worked in Senior Level Executive Positions for Walmart Group in Brazil and in the United Kingdom for over 10 years.|
|Guillaume Gras||Vice President of Finance and Investor Relations|
|Mr. Guillaume Gras has worked for more than 16 years at Groupe Casino and in the last 7, has worked for international roles: Mr. Gras was CFO of BIG-C Vietnan for almost 2 years and since 2016 has been at GPA, starting as Head of financial control at GPA and since 2019 as CFO, primarily from the Multivarejo division and, since March 2021, of GPA. Mr. Gras has worked at Ernest & Young and the IECD (European Institute for Cooperation and Development) in Lebanon. Mr. Gras is French and graduated in 2002 from EDHEC Business School.|
|Fréderic Garcia||Business Director|
|Mr. Fréderic Garcia is currently the Company’s Business Director. He has been with Grupo Pão de Açúcar since 2014. Before joining the Company, he worked for 21 years at Carrefour, in several countries, such as Argentina, Brazil, Portugal and France, being Commercial Director at Carrefour Brazil, between 2011 and 2014 (1993 – 2014). Bachelor of Economic and Social Sciences at Lycée Charles le Chauve (Roissy en Brie/France 1989), postgraduate in Business Administration specializing in International Trade at the Institut Européen des Affaires, Paris (1993), and Master Pro-Varejo at the University of São Paulo (2000).|
According to the Company’s Bylaws, the Fiscal Council is a non-permanent body and, when installed, must be composed of 3 sitting members and an equal number of alternates. The Board will only be installed upon the request of the Company’s shareholders.
|Board Members||Title||Date of Election||End of Term of Office|
|Erick Aversari Martins||Sitting Member (elected by the controller)||04.27.2022||ASM 2023|
Mr. Eric Aversari Martins is a sitting member of the Fiscal Council at GPA since April/2020. Mr. Martins is a university professor of accounting sciences. Mr. Martins has a degree in Accounting from FEA-USP, a Master in Aesthetics and Art History (Musicology) from ECA-USP, a PhD in Accounting and Controllership from FEA-USP and a Post-Doctor in Accounting from UFES-ES.
|Líbano Barroso||President -Sitting Member (elected by the controller)||04.27.2022||ASM 2023|
Mr. Líbano Barroso is a sitting member of the Fiscal Council at GPA since April/2020. Mr. Barroso undertook the post of Vice President of Operations at GPA in 2016. Currently, since 07/2018, holds the position of CEO of Rodobens, Grupo Empresarial Financeiro, comprising Bank, Consórcio Corretora Seguros, Auto Rental and Automotive Retail of leading brands such as Mercedes Benz (trucks and automobiles), Toyota and Hyundai. Since 2012, Mr. Barroso has been a managing partner at J2L Gestão de Investimentos S.A. Previously, held several executive positions. Mr. Barroso was a member of the Board of Directors of Estácio Participações S.A, GNDI Intermédica S.A and Ri Happy Brinquedos S.A. Mr. Barroso was also a member of the Board of Directors of Via Varejo from 2014 to 2018 and CEO of the same company from 2014 and 2015. Mr. Barroso also acted as CEO of TAM Linhas Aéreas S.A from 2009 to 2012, where structured the LAN-TAM joint venture, creating LATAM Airlines Group, with stock trading both in Brazil , as well as in the USA, on the NYSE, in 2012. Created, structured and led the IPO of Multiplus S.A, becoming CEO of it in 2010. As Vice President of Finance and Management at TAM , led the corporate restructuring process during the IPO at Bovespa and NYSE, respectively in 2005 and 2006. Mr. Barroso also worked at CCR – Companhia de Concessões Rodoviárias as Chief Financial and Investor Relations Officer, participating in the initial studies, creation, search for strategic partner and leading the IPO, inaugurating Bovespa’s Novo Mercado, of which was the first DRI, in 2002. Mr. Barroso is an economist graduated from the Federal University of Minas Gerais, with a specialization in Finance from IBMEC, and a postgraduate degree in Business Law from Fundação Getúlio Vargas.
|Doris Beatriz França Wilhelm||Sitting Member||04.27.2022||ASM 2023|
Mrs. França Wilhelm holds a BA in Economics (UFRGS / 1979). Master in International Finance from the University of Westminster of London (1996). She has over 30 years of experience in the capital market area, both nationally and internationally, having worked as an economist, credit, investment and investor relations executive in several sectors. Mrs. Doris has extensive experience in Councils, having been a Member of the Statutory Advisory Committee of the Board of Forjas Tauru, Substitute Member of the Fiscal Council of BRF SA, Substitute Member of the Fiscal Council of Viver SA, Substitute Member of the Fiscal Council of Terra Santa Agro, Member of the Fiscal Council of Renuka do Brasil, Independent Member of the Fiscal Council of Azevedo Travassos, Member of the Board of Directors of Eldorado Brasil, Member of the Governance Committee of Light SA, Independent Member of the Board of Directors of Light SA, Independent Member and Chairman of the Fiscal Council of CVC Brasil, Independent Member of Gerdau SA Currently, Independent Member of Pomi Frutas SA, Permanent Member of the Fiscal Council of Metalúrgica Gerdau SA, Independent Member of Serra Azul Water Park and Independent Member of the Audit Committee of Bionexo SA
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 corporate governance committee, in addition to caring for the interests of the Company, within the scope of its attributions, it has the following duties: a) suggesting amendments to the committee’s internal regulation, submitting them to the board of directors’ consideration; b) discussing and recommending an organizational structure model for the Company, to be submitted to the board of directors consideration; c) evaluating and recommending to the board of directors policies on management and development of people, as well as guidelines for attracting and retaining talents; d) identifying, both in the Company and in its subsidiaries, potential future leaders and follow up the development of their corresponding careers; e) reviewing and discussing the recruitment and hiring methods adopted by us, by taking those used by similar Brazilian companies as a parameter; f) examining the candidates to be elected to the board of directors and to the committees, including external members, based on professional experience, technical qualifications, as well as economic, social and cultural representativeness; g) examining and recommending to the board of directors the selected candidates for the position of chief executive officer of the Company, as well as the candidates selected by the CEO to hold a position in the board of executive officers; h) reviewing and discussing the compensation policy applicable to our management, recommending to the board of directors the criteria of compensation, benefits and other programs, including the stock option program; i) reporting periodically to the board of directors its assessment of the applicability and effectiveness of compensation policies adopted by us, in order to assess the effectiveness of these policies in rewarding performance and discriminate against non-satisfactory performance, according to metrics aligned to our strategic goals, as well as to attract and retain talent; j) discussing and suggesting criteria to annually evaluate the performance of our Executive Officers, by taking those used by similar Brazilian companies as a parameter, as well as support the board of directors in the evaluation process, expressing manifesting its recommendations to the individual assessments of our board of directors; k) recommending and monitoring the adoption of the best corporate governance practices, as well as coordinating the process of implementing and maintaining such practices in the Company, as well as the effectiveness of the corporate governance processes, proposing changes, updates and improvements when necessary; l) advise over the proper operation of the board of directors, the executive board and the Company’s management auxiliary bodies and over the relationship between such bodies and between them and the shareholders, and, to this end, to periodically review and make recommendations to the board of directors on its operation and competencies, as well as on the executive board and on the Company’s other management auxiliary bodies; m) elaborate or periodically review, as the case may be, the bylaws and the Company’s codes and policies, the internal regulations of the management support bodies, as well as any other documents related to the Company’s corporate governance, making the recommendations for changes, criticisms and suggestions deemed necessary to the board of directors, in order to keep them constantly updated, and in line with the Company’s peculiarities; n) keep the board of directors informed and updated about the rules, as well as monitor the implementation of regulations and current recommendations practiced in the market, including in relation to the rules that may be created and impact the Company’s corporate and capital market activities; o) minute, submitting to the board of directors and periodically reviewing the Company’s policy for contracting with its related parties, as well as all other policies necessary for the adoption, by the Company, of the best management and corporate governance practices; p) take cognizance and analyze related party transactions involving the Company under the terms set forth in the Company’s related party transactions policy; q) to manifest, at the request of the board of directors or the executive board, about situations that may configure a conflict of interest scenario in the Company’s activities; r) elaborate the planning and assure the operationalization of risk management, considering all dimensions of the defined structure encompassing strategical activities, tactical and operational of the company; s) advisor the company’s board of director in the application of the methodology in the management risks of the company; t) support the board of directors in defining the risk appetite and defining the Company’s priority risks; u) support the company in the analysis and approval of the risk management strategy; v) advise the audit committee and the board of directors on the levels of risks exposure; w) evaluate the effectiveness of the risk management process in the Company; x) identify the risks arising from strategic changes and directives of the Company under the decision of the board of directors; and y) other duties that may be assigned by the board of directors. The current members are: Arnaud Daniel Charles Walter Joachim Strasser (presidente), Rafael Sirotsky Russowsky, Luiz Augusto de Castro Neves, Ronaldo Iabrudi dos Santos Pereira.
The sustainability and diversity committee, in addition to caring for the interests of the Company, within the scope of its attributions, it has the following duties: a) suggesting alterations to its rules of procedure, submitting them for deliberation by the board of directors; b) advise the Company’s board of directors in all aspects related to sustainability, including with regard to actions aimed at encouraging conscious consumption by its customers, suppliers and employees, including recommending any changes or reviews of the Company’s strategic investment proposals in this regard; c) advise an efficient management of the Company and recommend the adoption of waste management programs, stimulus to small producers and food safety; d) take cognizance and analyze related party transactions involving the company under the terms set in the Company’s related party transaction policy; e) manifest, at the request of the board of directors or the executive board, about situations in which could configure conflict of interest scenario in the Company’s activities; f) elaborate the planning and ensure the operationalization of risk management, considering all dimensions of the defined structure, encompassing strategic, tactical and operational activities of the Company; g) advise the board of directors in the application the Company’s risk management methodology; h) support the board of directors in defining the risk appetite and defining the company’s priority risks; i) support the Company’s analysis and approval of risk management strategy; j) advise the Audit Committee and the board of directors on the levels of risk exposure; k) evaluate process effectiveness of the Company’s risk management; l) identify the risks arising from strategic and directive changes of the Company under decision of the board of directors; and m) opine on any other matters submitted to it by the board of directors, as well as on those considered as relevant. The current members are: Arnaud Daniel Charles Walter Joachim Strasser, Helio Mattar, Luiz Augusto de Castro Neves, Rafael Sirotsky Russowsky, Ronaldo Iabrudi dos Santos Pereira.
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, Rafael Russowsky and Cristina Presz.