Sustainability Report 2021 Vivara
62
Corporate governance
102-18 | 102-24 | 102-29
With shares listed on the Novo Merca-
do of the São Paulo stock exchange
(B3) since 2019, Vivara is committed to
the highest corporate governance level
of the Brazilian stock exchange. The se-
lection of Directors takes into account
qualifications, knowledge and gender
diversity, experiences, supplementary
experiences in executive roles, identi-
fication with Vivara's corporate activity
principles, and absence of conflicts of
interest. On our site Investor Relations,
all the updated documents correspond-
ing to the highest body of governance
are available. 102-25 | 102-26
Under its charter, our Board of Directors
may comprise at least five (5) members
(as in 2021) and not more than nine (9)
members, all elected and removed by the
General Meeting, with an unified term of
office of two (2) years and the possibility
of reelection. At least two members must
be independent directors - we have four
independent directors, 80% of the total.
The Executive Board has at least four (4)
and at the most ten (10) members, stock-
holders or not, who are elected and may
be dismissed at any time by the Board of
Directors, and they can serve simultane-
ously in other positions.
It is the Board of Directors' duty to de-
termine and monitor the implementa-
tion of the Company's strategy, taking
into account social, environmental and
economic aspects with the aid of con-
sultations to stakeholders. The directors
analyze information including Vivara's
Management Report; expansion projects
and investment programs; risk manage-
ment; and the Company's main execu-
tives' performance evaluation. Our Policy
on Related-Party Transactions and Other
Situations Involving Conflicts of Interest
ensures that all decisions are made in
the best interests of the Company and
its shareholders, and are conducted on
an arm's length basis, following the best
corporate governance practices, with due
transparency.
The Board of Directors and its commit-
tees carry out evaluation of their own per-
formance as a body, and of each one of
their members, at least once a year. The
evaluation process is the responsibility of
the Board Chairman, who may use spe-
cialized external advisers. The statutory
directors are also assessed individually
by the Board of Directors. The results of
the evaluations are used to assess perfor-
mance and seek opportunities to improve
the Company's governance. 102-28
Board of Directors Composition
Sylvia de Souza
Leão Wanderley
Director
Main duties:
strategic planning, people
management and marketing
Fábio Coelho
Director
Main duties:
digital strategy, omnichannel
and innovation
João Cox Neto
Chairman
Main duties:
corporate finance and
corporate governance
SUSTAINABILITY REPORT 2021 VIVARA
Anna Andrea Votta
Alves Chaia
Director
Main duties:
retail, marketing and
operations strategy
Márcio Monteiro Kaufman
Director
Main duties:
empreendedorismo,
gestão e visão de negócios
Audit, Risks and Finance Committee: re-
sponsible for supervising the quality and
integrity of financial reports; compliance
with legal rules, bylaws and regulations;
adequacy of risk management process-
es; and activities of external auditors.
Coordinator: João Cox Neto. Members:
Anna Andrea Votta Alves Chaia e Fabio
José Silva Coelho.
People, Culture and Governance Com-
mittee: responsible for supervising mat-
ters relating to human and organizational
development and to people management
processes, organizational culture, and cor-
porate governance. Coordinator: Anna
Andrea Votta Alves Chaia. Members:
Sylvia de Souza Leão Wanderley e Marcio
Monteiro Kaufman.
SUSTAINABILITY REPORT 2021 VIVARA
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