PEOPLE AND INNOVATION

TRUST IN THE FUTURE AND IN THE
SUSTAINABLE GROWTH

Governance structure

GRI 102-5, 102-18, 102-22, 102-23, 102-26

Evolving corporate governance practices is a constant concern for Algar Telecom. As an unlisted publicly-held company, we have held ten public debenture issues and one promissory note issue, as a result of our direct relationship with the capital market since 2007.

Our transparent management reporting was once again reflected in the ABRASCA Award for best Annual Report (publicly-held companies with net revenue up to R$3 billion), which we have won four times, of which three times in a row. This gives us encouragement and confidence in the path we are taking.

The principles, structure and routines we adopt are in line with the market’s best governance practices and they follow the basic principles of transparency, fairness, accountability and corporate responsibility. We have tools to identify, measure, control and manage corporate risk while pursuing security for decision making. We use modern and up-to-date management systems, controls, policies and indicators.

We follow the guidelines set by the Brazilian Institute of Corporate Governance (IBGC) in its Code of Corporate Governance’s Best Practices. We have adopted several practices recommended by the institute, including the composition of our Board of Directors, which has to include at least 2 independent directors, or 20%, whichever is greater. We do not allow executive, board or committee members to hold more than one position; we maintain Audit and Risk Management and People advisory committees; we publicly disclose our annual management report and provide a channel to gather opinions, criticisms, complaints and reports on behavior that breaches our Code of Conduct. More details of our practices can be found on our website by clicking here.

The highest management body was created to ensure professionalization and sustainability for our business, lead the decision-making process, define and monitor strategies. There are six directors, two of whom are independent, elected for a two-year term of office. Our Board of Directors is supported by two non-deliberative specialized committees that help directors deepen their analysis of specific decision-making issues. This entity is submitted to annual assessments covering three fronts: analyses for the board as a collective entity, its members individually, and its chair.

Composition on December 31, 2020
Date of election: April 20, 2020
Date of investiture: April 20, 2020
Term of office: Annual General Meeting (AGM) – 2022

MemberPositionAgeGenderExternalIndependent
Luiz Alexandre GarciaChair 56MYesNo
Eliane Garcia MelgaçoVice Chair53FYesNo
Luiz Alberto GarciaMember85MYesNo
Divino Sebastião de SouzaMember69MYesNo
Luiz Eduardo Falco Pires CorreaIndependent member 60MNoYes
Thilo Helmut Georg MannhardtIndependent member66MNoYes

Our Board of Directors has two non-deliberative advisory committees consisting of external experts and board members who help directors deepen their analysis of specific decision-making issues: Audit and Risk Management Committee and People Committee. Members are elected annually by the Board of Directors, to whom they report.

The Committees’ internal rules are approved by the Board of Directors, which regulates their functioning and defines their responsibilities and attributions. Committee members’ profiles are available in the Reference Form on Algar Telecom’s IR website.

Its job is to ensure quality, integrity, transparency and credibility for economic and financial disclosures, and ensure monitoring and management of corporate and operational risks, as well as effective internal independent audit processes and internal controls. It consists of at least 3 members, one of whom is independent.

Composition on December 31, 2020
Date of election: May 20, 2020
Date of investiture: May 20, 2020
Term of office: until the 1st board meeting after 2021’s Annual General Meeting

MemberPositionAgeGenderExternalIndependent
Thilo Helmut Georg MannhardtBoard member and committee coordinator66M NoYes
Carlos BiedermannExternal expert member 67MYesNo
Gilberto LoureiroExternal expert member79MYesNo

The committee’s mission is to ensure strategic management of Human Talents that stakeholders see and appreciate as a competitive edge for Algar Telecom. It consists of up to 4 members, at least one of whom is a member of the Board of Directors.

Composition on December 31, 2020
Date of election: May 20, 2020
Date of investiture: May 20, 2020
Term of office: until the 1st board meeting after 2021’s Annual General Meeting

MemberPositionAgeGenderExternalIndependent
Eliane Garcia MelgaçoVice-chair of the board and committee coordinator53FYesNo
José Luciano Duarte PenidoExternal member73MYesNo
Silvio GenesiniExternal member68MYesNo

Algar Telecom’s officers are responsible for following the strategic course determined by the Board of Directors. This body chooses key executives based on their qualifications, experience and value alignment, in addition to monitoring their performance.

MemberPosition*AgeGenderTerm of office
Jean Carlos BorgesChief Executive Officer53MDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023
Osvaldo Cesar CarrijoVice-Executive Officer of Business66MDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023
Túlio Abi-SaberVice-Executive Officer of Finance, Investor Relations and Legal44MDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023
Luis Antônio Andrade LimaVice-Executive Officer of Technology and Digital Evolution62MDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023
Ana Paula RodriguesVice-Executive Officer of People51FDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023
Renato PaschoareliVice-Executive Officer of Strategy and Regulatory51MDate of election: April 29, 2020
Date of investiture: April 29, 2020
Term of office: April 30, 2023

*Statutory executive board.

Corporate structure