Cogna’s Board of Directors, composed currently of six members, is the Company’s decision-making body, responsible for formulating and implementing its policies and general business guidelines, including its long-term strategies. The Board is also responsible for appointing and supervising the Company’s executive officers.
Under Brazilian Corporate Law, the Board is also responsible for contracting the independent auditors. The Board’s decisions must be approved by a majority of votes cast by the directors in attendance. The directors are elected at the Company’s Annual Shareholders’ Meeting for a unified two-year term and may be re-elected or removed from office at any time by Cogna’s shareholders assembled in an Extraordinary Shareholders’ Meeting. In accordance with the rules of the Novo Mercado Special Corporate Governance Segment, at least 2 directors or 20% of the members, whichever is greater, must be independent, and all directors, as of the execution of the Novo Mercado Membership Agreement, must, prior to their investiture, sign the administrator’s term of commitment referred to in the Novo Mercado Regulations and the rules of the Arbitration Chamber of the São Paulo Exchange (B3).
In accordance with Brazilian Corporation Law, the members of the Board of Directors are prohibited from voting in any shareholders´ meeting or from participating in any transaction or business in which there is a conflict with the Company’s interests.
Brazilian Corporation Law permits the adoption of a multiple voting process upon the request by shareholders. Considering Cogna’s current capital stock, shareholders representing 10% of the voting capital may request the adoption of a multiple voting process to elect members to its Board of Directors.
If no request is made for a multiple voting process, Cogna’s directors will be elected by a majority of votes of the holders of common stock, with shareholders holding, individually or jointly, at least 15% of the Company’s common stock assured, in a separate voting process, the right to appoint one member. In addition, shareholders holding, individually or jointly, at least 10% of the Company´s preferred stock may elect one director in a separate election.
|Director||Title||Date of election||End of term||Terms|
|Juliana Rozenbaum Munemori||Independent Director||12/09/2019||2022 AGM||0|
|Juliana Rozenbaum Munemori, independent member of the Board of Directors, is graduate in Economy by Pontifícia Universidade Católica (PUC) of Rio de Janeiro and holds the designation CFA®. She is an independent member of the Board of Directors of Duratex S.A. (business sector: civil construction, material for construction and decoration), where she is also a member of the Audit and Risk Management Committee, and the Committee for Evaluation of Transactions with Related Parties since June 2016, being Chairwoman of the latter from May 2019. She is member of the Board of Directors of Viva Decora Internet S.A. since November 2018. She is an independent member of the Board of Directors, of the Corporate Governance Committee and Related Parties, and the Committee for Inclusion and Diversity of EDP – Energias do Brasil S.A. since April 2018. She is member of the Strategy Committee of Suzano Papel e Celulose S.A. since December 2018. She is member of the Advisory Board of Eurofarma Laboratórios S.A. since January 2019. She is an independent member of the Board of Directors and Audit Committee of Lojas Renner S.A. since April 2017. She is member of the Board of Directors and Coordinator of the Strategic Committee of Arezzo&Co S.A. since July 2013. She accumulated 13 years of experience in Sell Side Equity Research, with primordial focus on companies of the Consumption and Retail sectors. She worked in several financial institutions between 2007 and May 2013, but primordially at Itaú BBA. Between 2013 and 2017, she performed as advisor in consumption and retail projects of Itaú BBA’s Investment Banking. She is also a member of the Advisory Board of Uatt and GoCase, company of Empreendedores Endeavor, organization in which she is an active mentor. Previously, she acted as economist on the Buy Side of institutions such as JGP, Pactual and Icatu. She has been awarded throughout the years by Institutional Investor for her coverage of Retail and Consumer Goods sectors.|
|Luiz Antonio de Moraes Carvalho||Independent Director||12/09/2019||2022 AGM||6|
|Luiz Antonio de Moraes Carvalho, independent member of the Board of Directors, is graduate in Production Engineering at Polytechnic School of USP in 1969. He has a solid professional experience of more than 45 years, of which 30 years in Grupo Cofra, acting in the General Management of Retail, Consumer Credit and Real Estate Operations. He has excellent knowledge on Planning, Finances, Technology, Human Resources, Consumer Behavior and Marketing. In the last 5 years, he exercised the position of Executive Chairman of the Latin-american Division of Grupo Cofra, where he was responsible for its operations in Brazil, Argentina and Mexico. His career in the Group started in 1978 as Controller, assuming a position of member of the Executive Board two years later. From September 1st, 2006, Luiz Antonio started to perform non-executive functions, as member of Councils and Committees, acting in different agencies of corporate governance in Latin America, Europe and China.|
|Nicolau Ferreira Chacur||Chairman||12/09/2019||2022 AGM||4|
|Nicolau Ferreira Chacur, independent member of the Board of Directors, graduate in Law at the University of São Paulo in 1986 and in International Relations by the Institute of Political Studies of Paris in 1989. Between 2004 and 2009, he performed as Executive Corporate Director of Unibanco and, from 2009 to 2011, he exercised the position of Executive Corporate Director of Banco Itaú BBA S.A. Participates in Board of Directors since 2011.|
|Rodrigo Calvo Galindo||Vice Chairman||12/09/2019||2022 AGM||0|
|Rodrigo Calvo Galindo is graduate in Law and has a Master’s Degree in Education at Pontifícia Universidade Católica de São Paulo – PUC. He acts in the management of education institutions for more than 28 years. He was Vice-Administrative Dean of the University of Cuiabá and responsible for accrediting and implementation of higher education institutions in Bahia, Mato Grosso, Amapá, Acre and Rondônia. He was CEO (Chief Executive Officer) of Grupo Educacional IUNI, institution with more than 50,000 students in higher education and performance in 6 Brazilian States. He was the Company’s Director of Operations and Director of Higher Education. Currently, he is CEO (Chief Executive Officer) of the Company, which is one of the greater education institutions in the world (in market value). Publications: Thesis “Políticas Públicas de Avaliação: análise crítica do modelo e perspectiva das associações representativas” and co-authorship of the book “Políticas Públicas de Avaliação”. Awards: IR Magazine – Best performance in investor relations by a CEO (2012, 2013, 2014, 2015 and 2017), Institutional Investor – Best CEO (2012, 2013, 2014, 2015, 2016, 2017 and 2018), Isto é Dinheiro – Entrepreneur of the Year (2016), Valor Econômico – Valuable Company (2014), Valuable Executive in the Education Sector (2014, 2015, 2016, 2017, 2018 and 2019), Bravo Business Awards – Dynamic CEO of the Year (2015).|
|Thiago dos Santos Piau||Independent Director||12/09/2019||2022 AGM||0|
|Thiago dos Santos Piau, independent member of the Board of Directors, studied mechanics engineering at the Federal University of Rio de Janeiro from 2007 to 2011, and participated in the Key Executive Program at Harvard Business School in 2013. He also participated in the Owner President Manager Program at Harvard Business School in 2018. He is CEO of StoneCo Ltd. a position he occupies since 2017. Before 2017, and in the same company, he exercised the position of Director of Operations and, before 2016, Financial Director. He is partner of ACP Investment Ltd. – Arpex Capital, where he was responsible for the definition of the business strategy, investment structuring, mergers and acquisitions operations, and supervision of the management of portfolio companies. In 2011 he founded Paggtaxi, a company that facilitated the payment of taxi rides through mobile applications and credit card machines, where he acted as partner until 2013.|
|Walfrido Silvino dos Mares Guia Neto||Director||12/09/2019||2022 AGM||6|
|Walfrido Silvino dos Mares Guia Neto is graduate in Chemical Engineering by the Engineering School of the Federal University of Minas Gerais in 1966, and in Business Administration by the School of Economic Administrative and Accounting Sciences of Belo Horizonte – FUMEC, in 1973. He entered the Company in 1966 as one of the founding partners of Pitágoras. He occupied several public offices, such as secretary of education of Minas Gerais from 1991 to 1995, chairman of Consed – Council of Secretaries of Education, Minister of Tourism (2003-2007) and Minister – Chief of the Secretariat for Institutional Relations of the Presidency of the Republic (2007).|
The Company maintains four consultative committees, which supply the Board of Directors with the information and advice needed to take decisions, as well as helping the Board of Executive Officers in regard to policies approved by the Board of Directors.
Each committee consists of three or four members elected by the Board of Directors. Members of management may be invited to attend meetings, albeit without the right to vote. The committees meet at least once a month and decisions are taken by a simple majority.
It is the committees’ responsibility to approve matters within their jurisdiction for subsequent submission to the Board of Directors. The committees’ attributes and meetings are managed by a specific member designated as its coordinator. Coordinators are responsible for: (a) organizing the agenda of the meetings; (b) drawing up the minutes, together with the recommendations of the members; and (c) periodically informing the Board of Directors of their ongoing affairs.
Minutes of the committees’ meetings are drawn up in books, opened and maintained at the Company’s headquarters.
For more information of each of the committees’ attributes, please see our By-laws. The Committees are as follows:
|Finance and M&A||
|People and Governance||
|Strategy and Innovation||
|Audit and Risk||
Cogna’s Statutory Executive Officers are its legal representatives and are responsible for the day-to-day management of its business and for implementing the policies and general guidelines established by the Board of Directors. In accordance with Brazilian Corporation Law, the Executive Officers must be Brazilian residents, and may or may not be shareholders of the Company. In addition, at most one-third of the members of the Board of Directors may serve as Executive Officers. Statutory Executive Officers are elected by the Board of Directors for a two-year term, with reelection permitted, and they may be removed from office by the Board of Directors at any time. The Company’s By-Laws establishes that its Board of Executive Officers be composed of at least 4 and at most 12 members elected and removed at any given time by the Board of Directors, and authorizes a maximum two post limit per Director.
|Officers||Title||End of term|
|Bruno Giardino*||Investor Relations Officer||12/31/2020|
|Bruno Giardino Roschel de Araujo has a bachelor’s degree in Chemical Engineering from the Escola Politécnica of the Universidade de São Paulo and CFA (Chartered Financial Analyst) certification. Bruno served for over ten years as a sell-side investment analyst for Banco Santander and Bank of America Merrill Lynch, specializing in the education and healthcare sectors, in addition to being partner of the investment fund Miles Capital. He was elected best analyst in the education sector by the magazine Institutional Investor in 2015, 2016 and 2017.|
|Fabio Sampaio de Lacerda||Administrative Officer||–|
|Fabio Sampaio de Lacerda, Business Degree, Graduate Degree in Organizational Psychology with a Specialization in Corporate Finance. He is a Senior Coach at the Integrated Coaching Institute.
Previously, he has held executive positions in Human Resources at DHL Supply Chain and Nazca Cosméticos. In 2015, he was voted the best Human Resources executive in the Education segment by the magazine “Você RH”.
|Frederico da Cunha Villa||Chief Financial Officer||–|
|Graduated in Accounting and Business Management, having taken the role of External Auditing, Corporate Planning, Merger & Acquisition and Capital Market Advice Manager at PWC. His latest position was Chief Financial and Investor Relations Officer for BRMalls.|
|Leonardo Augusto Leão Lara*||Legal Officer||12/31/2020|
|Mr. Lara earned a Law degree from Pontifícia Universidade Católica de Minas Gerais (PUC/MG) in 1998, specialized in Corporate Law and Civil Procedural Law, and has a Master’s degree in Civil Procedural Law, also from PUC/MG. Mr. Lara served as university teacher for five years and as coordinator of the Law program at Faculdades Pitágoras in Belo Horizonte for two years. He joined Cogna in 1996 and serves as the Legal Officer of the Company since its IPO in 2007.|
|Paulo de Tarso||Platos Executive Officer||–|
|Executive Officer of Platos. In Cogna since 2012, the executive has served in strategic areas of Cogna, such as Operations Director, New Business Director, Executive Director of Uniasselvi (brand sold by the company), Director of Graduate and Vocational Programs, and Business & Innovation Vice-President. Mr. Tarso holds an MBA from Wharton School of Business, specialization in business administration from Getúlio Vargas Foundation (FGV) and a bachelor’s degree in Computer Engineering from the Technological Institute of Aeronautics (ITA). Previously he worked for eight years in the financial services area of Banco Itaú, as well as in Citibank (New York) and at a company in the portfolio of Advent International (Brazil).|
|Paulo Serino||Saber Executive Officer||–|
|Executive Officer at Saber since October 2019. Mr. Serino has a bachelor’s degree in Mechanical Engineering from UFPR, with an MBA from FDC and IBMEC, in addition to executive certification in management and leadership from MIT. Mr. Serino worked for 9 years in the Marista Group, where he served as Executive Superintendent, leading the K-12, Postsecondary Education and Health operations. He was also a member of the Board of Directors at FTD Educação for 2 years. Previously , he served at Estácio as a regional director (2.5 years), in addition to Votorantin Cimentos (4 years) and Ambev (12 years).|
|Roberto Valério Neto*||Kroton Executive Officer||12/31/2020|
|Mr. Valério currently serves as Executive Officer of Kroton Educacional. Mr. Valério joined the Company following the merger with Anhanguera in July, 2014. He worked for 3 years at Anhanguera Educacional, holding the positions of Chief Executive Officer and Executive Officer for Operations and Marketing. He received a bachelor’s degree in Business Administration and a graduate degree in Business Administration with emphasis in Strategy, Finance and Entrepreneurship from the Fundação Getúlio Vargas (FGV), and graduate degree in Marketing and Customer Experience from Columbia University. Previously, he worked for 11 years in the DIRECTV Group, with the SKY and DIRECTV brands. During this period, Mr. Valério worked mainly in the areas of Marketing, Operations and Planning, and lived in four countries where the group had operations: Brazil, Peru, Puerto Rico and United States. His last position was as Marketing and New Media Director for Latin America, based in New York.|
|Rodrigo Calvo Galindo*||Chief Executive Officer||12/31/2020|
|Mr. Galindo holds a bachelor’s degree in Law and a Master’s degree in Education from Pontifícia Universidade Católica de São Paulo (PUC-SP). He has served in the management of various educational institutions over the last 28 years. He was Administrative Associate Dean at the University of Cuiabá and was responsible for the accreditation and implantation of postsecondary education institutions in the states of Bahia, Mato Grosso, Amapá, Acre and Rondônia. He was Chief Executive Officer of Grupo Educacional IUNI, with over 50,000 postsecondary students and campuses in six Braziian states. He was Chief Operating Officer and Chief Postsecondary Education Officer at Kroton. He is currently the Chief Executive Officer of Cogna Educação, which is the world‘s largest educational institution (in market capitalization), with over 2.4 million students and 32,000 employees, offering academic programs with high quality standards in all segments in which it operates. Publications: author of the dissertation “Public Assessment Policies: critical analysis of the model and perspective of representative associations” and co-author of the book “Public Assessment Policies”. Awards: IR Magazine – Best investor relations performance by a CEO (2012, 2013, 2014, 2015 and 2017), Institutional Investor – Best CEO (2012, 2013, 2014, 2015, 2016 and 2017), Istoé Dinheiro – Entrepreneur of the Year (2016), Valor Econômico – Best Company (2014) and Best Executive in the Education Industry (2014, 2015, 2016 and 2017), and Bravo Business Awards – Dynamic CEO of the Year (2015).|
According to Brazilian Corporation Law, the fiscal council is a corporate body independent from the administrators and the external auditors. The fiscal council may function on a standing or non-standing basis, in this latter case functioning during a specific fiscal year when installed at the request of shareholders representing at least 2% of the voting shares, with each period of its functioning ending upon the holding of the first annual shareholder’ meeting after its installation.
The main responsibilities of the fiscal council are to oversee the activities of the management, review the company’s financial statements and report their conclusions to shareholders. Brazilian Corporation Law requires that the members of the fiscal council receive compensation of at minimum 10% of the average annual compensation paid to the company’s directors. Brazilian Corporation Law also mandates that the Fiscal Council be composed of at least three and at most five members and their respective alternates.
Cogna’s By-Laws provide for a non-standing Fiscal Council elected solely upon the request of its shareholders in a shareholder’s meeting. At the request of a shareholder representing more than 2% (two percent) of its Capital Stock, the Company’s Fiscal Council was installed for the period until the Annual Shareholders’ Meeting to be held in fiscal year 2021, with the election of the following members:
|Member of the Fiscal Council||Position||Date of election||End of office|
|Antônio Lúcio dos Santos||Member||07/29/2020||ASM of 2021|
|Antônio Lúcio dos Santos, graduated in Accounting from the Accounting School of the Universidade Católica de Minas Gerais in 1969, and in Business Administration and Economics from the same institution in 1970 and 1971 respectively. Since 1982 he is an auditing partner of the company Audservice Auditores Associados S.S, and since 2010, he is partner and financial director of the company ADF Analistas Associados. None of these companies is part of Kroton’s economic group and are not controlled by Kroton shareholders who have, directly or indirectly, a participation of equal to or more than 5% of the same class.|
|Lucila de Oliveira Carvalho||Member||07/29/2020||ASM of 2021|
|Lucila de Oliveira Carvalho, member of the Fiscal Council. Graduated in law from the Law School at Universidade Federal de Minas Gerais (UFMG) in 1985 and has a Master’s Degree in Commercial Law from the same institution in 2002. She also holds a LLM degree in International Commercial Law from the University of California in 2009. She is certified as a counsellor by the Brazilian Institute of Corporate Governance (IBGC) since 2014 and serves as a lawyer and as an arbitrator. She is a member of the list of arbitrators of CAMINAS, CAMARB, CMA-CREA/MG e CMA-CIESP/FIESP, as well as a Fellow of the Chartered Institute of Arbitrators (FCIArb).|
|Ricardo Scalzo||Member||07/29/2020||ASM of 2021|
|Ricardo Scalzo, member of the Fiscal Council. Mr. Ricardo Scalzo has a degree in Physics from Universidade Federal do Rio de Janeiro in 1974. Throughout his career of nearly 8 years, he conducted audit works and has advised Companies in varied industries and sizes. He is currently an independent consultant and tax advisor certified by the Brazilian Institute of Corporate Governance (IBGC) in 2009. He is a member of the Fiscal Council of the following Companies: Lojas Americanas S.A., Magnesita refratários S.A., Tecnisa S.A., Mariga Mineração S.A., Suzano Holding S.A., IPFL Holding S.A., Camil Alimentos S.A. and Kroton S.A.. None of these companies is part of Kroton’s economic group and are not controlled by Kroton shareholders who have, directly or indirectly, a participation of equal to or more than 5% of the same class.|
|Eduardo Christovam Galdi Mestieri||Member||07/29/2020||ASM of 2021|
|Eduardo Mestieri is a founding partner of Alaska Asset Management and equity analyst. Graduated in Business Administration at Insper, he started his career in 2012 and worked for companies such as Skipper Investimentos and VentureStar Capital Management. He is currently a member of the Fiscal Council of Magazine Luiza (2017- current) and Sonae Sierra Brasil (2017- current).|
|Fernanda Filizzola||Alternate Member||07/29/2020||ASM of 2021|
|Alternate member of the Fiscal Council, graduated in Computing Sciences by PUC Minas Gerais in 1998, graduated in Business from UFMG in 2000 and graduated in Accounting Sciences by Estácio de Sá in 2013; MBA in Business Management by FACE-UFMG in 2002, Graduate Degree in Project Management in 2004 and MBA in Marketing by FACE-UFMG in 2006. 11 years’ experience in financial management of capital projects and 5 years’ experience in auditing and accounting consultancy.|
|Rodrigo Peres de Lima Netto||Alternate Member||07/29/2020||ASM of 2021|
|Rodrigo Peres de Lima Netto, alternate member of the Fiscal Council. He obtained a bachelor’s degree in Law from the Federal University of Minas Gerais (UFMG) in 1995, a graduate degree in Corporate Law from Pontifícia Universidade Católica of Minas Gerais (PUC-MG) in 1998, an MBA focused in Business Administration from IBMEC Educacional S/A in Belo Horizonte in 2002 and a Master’s degree in Law (LLM), specializing in Commercial Law from the University of Chicago in 2005.|
|Marcelo Curti||Alternate Member||07/29/2020||ASM of 2021|
|Alternate member of the Fiscal Council. Graduated in Economics with a Graduate Degree in Business Management, both by Fundação Armando Alvares Penteado, Project Management and Knowledge Management by Fundação Getúlio Varga. He was a member of the Board of Directors at the companies BCP SP S/A and BSE NE S/A, both between 1998 and 2003, and he is currently a member of the Board of Directors of Anauger S.A. since April 2018. He serves as a member of the Fiscal Council of the following companies: Duke Energy International, Geração Paranapanema S/A (currently CTG) since 2009, Hypera S/A since 2013, Cosan S/A – Indústria e Comércio since 2013, Rumo S/A since 2017, Suzano Holding since 2015, Whripool S.A. since 2018. He is the President of the Fiscal Council and alternate member of Congás since 2018.|
|William Cordeiro||Alternate Member||07/29/2020||ASM of 2021|
|William Cordeiro is a founding partner and equity analyst at Alaska Asset Management since 2015. In 2014, he was a equity analyst at VentureStar. He is currently a member of the fiscal council of Marcopolo S.A. and Randon S.A. since 2017. He is also a member of the fiscal council of Valid Soluções S.A. since 2019. He has already held alternate positions on the Fiscal Council of Rumo S.A., Log-in Logística Intermodal S.A. and Celesc S.A.. He served as an alternate member of the Board of Directors of Magnesita Refratários S.A.. Graduated in Production Engineering from the Universidade Federal de São Carlos.|
Last update: January 20, 2021