Vittia Annual Report 2022

VITTIA Selection and appointment to the Board GRI 2-10 With regard to the selection and appointment processes for the Board, we point out that the nomination of candidates aims for the Board of Directors to be composed of members with a diversified profile, with an adequate number of independent directors and size that allows the creation of committees, the effective debate of ideas and the making of technical, impartial, and reasoned decisions. The appointment of members to the Board must comply with the following criteria, in addition to the legal and regulatory requirements and those expressed in the Company's Bylaws: Alignment and commitment to the Company's Values and organizational culture, as well as our Code of Ethical Conduct. ► Unblemished reputation. ► Not have been subject to an unappealable decision that suspended or disqualified them, on the part of the Securities and Exchange Commission (CVM), making them ineligible for the positions of director of a publicly-held company. ► Not having been impeded by special law, or convicted of bankruptcy, prevarication, active or passive corruption, concussion, embezzlement, against the popular economy, public faith, property or the national financial system, or criminal penalty that prohibits access to public office. ► Academic background compatible with the attributions of the members of the Board of Directors, as described in the Bylaws. ► Professional experience in diverse subjects. ► Be exempt from conflict of interest with the Company (unless waived by the General Assembly). Availability of time to adequately dedicate oneself to the role and responsibility assumed, which goes beyond attending Board of Directors meetings and prior reading of documentation. Knowledge about the best corporate governance practices, corporate law, regulation, and risk management will also be considered, aiming at a Board with multiple competences that can meet all the strategic demands of the business. We also seek a composition that considers age and gender diversity, in order to promote equal opportunities, regardless of whether they are indicated by controlling shareholders or by minority shareholders. Annual Report 2022 26

View entire presentation