According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.
The main responsibilities of the fiscal council are to audit Minerva’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.
Minerva by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the fiscal council is not installed.
In Annual Shareholders’ Meeting agreed to request the installation of the Company’s Fiscal Council held at the Company’s headquarters. The Meeting also resolved that the Council will remain installed until the following Annual Shareholders’ Meeting of the Company.
|Fiscal Council||Title||Date of election|
|Dorival Antonio Bianchi||Member||April 25, 2019|
|Luiz Manoel Gomes Junior||Member||April 25, 2019|
|Franklin Saldanha Neiva Filho||Member||April 25, 2019|
|Marcelo Scaff Padilha||Alternate||April 25, 2019|
|Emerson Cortezia de Souza||Alternate||April 25, 2019|
|Pedro Teixeira Dall‘agnol||Alternate||April 25, 2019|
Dorival Antonio Bianchi. Mr. Bianchi graduated in Economics from the University of São Paulo. He has been a member of the Board of Directors of Dan-Herbert Engenharia S.A., a privately-held construction company. Dan-Herbert Engenharia S.A. is not a member of the Company’s economic group, neither is it controlled by a shareholder that directly or indirectly holds an interest equal to or higher than 5% in securities of the same type or class issued by the Company. In the last five years, he was a member of the Company’s Fiscal Council (2012 to 2014) and Board of Directors (2014 to 2016). Mr. Bianchi has held management positions in the following companies: (i) Fides Factoring Fomento Mercantil Ltda. (partner and manager); (ii) Guiar Gestão de Carteiras de Valores Ltda.; (iii) TWC Assistência Técnica e Importação de Peças Ltda.; (iv) Harvard Enteprise Importadora Ltda. (manager); (v) Porto Empreendimentos e Participações (partner and manager); and (vi) Alvorada Distribuidora de Títulos e Valores Mobiliários S.A.
Luiz Manoel Gomes Junior. Mr. Gomes Junior has a bachelor’s degree in Legal and Social Sciences from Universidade de Ribeirão Preto — UNAERP. He specialized in Corporate Law, and earned a master’s and a doctoral degree in Law from Pontifícia Universidade Católica de São Paulo — PUC/SP. Today he teaches at several universities, including PUC/SP. Previously, Mr. Gomes Junior served as an advisor to the Ministry of Justice and Coordinator of the Ethics and Discipline Commission of the Brazilian Bar Association (OAB). He is a member of the Editorial Board of Revista de Processo and Revista de Direito Privado (Editora dos Tribunais RT) and serves as Assessor of the Undergraduate Law Programs of the Anísio Teixeira Institute for Educational Studies and Research — INEP/MEC. He has worked at OAB since 1998, when he started as Regional Coordinator of the Bar Exam of the Barretos 7th Subsection. Between 2008 and 2010 he served as consultant for the United Nations Development Programme (UNDP).
Franklin Saldanha Neiva Filho. Mr. Franklin Saldanha Neiva Filho holds a Bachelor of Law from Mackenzie Presbyterian University and a postgraduate degree in Civil Procedural Law from the same university. He is a militant lawyer in the area litigation and advisory since 1991 and is currently a partner of the law firm De Vivo Advocacia, with notorious practice in the areas of Civil, Civil, Contractual, Administrative, Environmental, Crisis Management and Labor. He is also a member of the Civil Procedure Committee of CESA (Law Firm Study Center).
Marcelo Scaff Padilha. Mr. Padilha has a degree in Law from Universidade Mackenzie and completed a post-graduate program at the same university. He works with Tax Planning and Litigation, as well as Civil and Commercial Law. He is also a member of the São Paulo Bar Association Arbitration Tribunal.
Emerson Cortezia de Souza. Mr. Emerson Cortezia holds a bachelor’s degree in Law from the University Center of the Barretos Educational Center – UNIFEB (2002) and a specialization degree in Tax Law from the Brazilian Institute of Tax Studies – IBET. He earned a Master’s degree in Group Rights and Social Purpose of Law from the University of Ribeirão Preto – UNAERP (2008). Currently he is the Attorney General of the City of Barretos-SP.
Pedro Teixeira Dall‘agnol. Mr. Pedro Teixeira Dall‘Agnol holds a Bachelor of Law from the Federal University of Pará (UFPA). He is currently a partner at the law firm Dall‘Agnol & Alves Advogados Associados S / S. Previously acted as a civil lawyer at the law firm José Raimundo Canto Advocacia S / S from 2003 to 2005. In addition, he worked as an independent lawyer from 2005 to 2009.