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||04/29/2022||2024 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.||Nicolau Ferreira Chacur||vice-presidente||04/29/2022||2024 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||Board Chairm||04/29/2022||2024 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).||Walfrido Silvino dos Mares Guia Neto||Director||04/29/2022||2024 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).|
|Angela Regina Rodrigues de Paula Freitas||Director||04/29/2022||2024 AGM||6|
|Angela Regina Rodrigues de Paula Freitas is a founding partner of Incorporadora Gamaro and a founding partner of Alaska Asset Management. She was a member of the Board of Directors of Anhanguera Educacional between 2007 and 2009 and held positions on the Executive Board of Anhembi Morumbi between 1997 and 2007, having been its CEO from 2005 to 2007. Ms. Angela Regina Rodrigues de Paula Freitas has a degree in architecture from Mackenzie University, an MBA degree from Fundação Dom Cabral as well as taken extension courses at Harvard University, London Business School and Kellogg School of Management, as well as the Corporate Governance course at IBGC (Brazilian Institute of Corporate Governance).|
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 ESG||
|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|
|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 and Investor Relations Officer||12/31/2022|
|Frederico da Cunha Villa holds a degree in business administration from the Pontifícia Universidade Católica of Rio de Janeiro and in accounting sciences from the Universidade da Cidade do Rio de Janeiro. He has participated in the executive leadership program at Duke University, started his professional career at PwC Auditores Independentes where he worked for 13 years in the areas of external auditing, corporate planning, mergers, acquisitions and advising on capital market operations. He has previously worked for 12 years at brMalls Participações acting as controller and in the last 7 years he served as chief financial and investor relations officer.|
|Leonardo Augusto Leão Lara*||Legal Officer||12/31/2022|
|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).|
|Roberto Valério Neto*||Director President||12/31/2022|
|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.|
|Leonardo Gomes de Queiroz||Vice President of Growth at Kroton||12/31/2022|
|Leonardo Gomes de Queiroz holds a degree in Economics from the University of Brasília, with a specialization in Finance from Griffith University, a postgraduate degree in Marketing from FGV, a Master’s in Business Administration from Universidade Positivo. At Cogna since 2016, he previously served as Commercial Director and VP of Growth. He has more than 20 years of experience and, before joining Cogna, he worked in large companies such as Head of Sales at Apple, Executive Director of Corporate BU at TIM and Vice President of Operations and Corporate at GVT.|
|Rodrigo Menezes Cavalcanti||Kroton’s Vice President of Experience||12/31/2022|
|Rodrigo Cavalcanti has been working in the education sector for more than 10 years, having joined COGNA after the merger of Kroton with Anhanguera Educacional, approved by CADE in July 2014. In these more than 10 years, between Anhanguera and Kroton, Rodrigo Cavalcanti has held the positions of Director of Marketing & Commercial Development for 3 years, Director of Distance Learning Development for 3 years, National Director of Expansion for 1 year, Executive Director of Marketing for about 3 years and currently serves as Vice President of Operations & Experience of the Student. Rodrigo has a degree in Business Administration, a postgraduate degree in Accounting and Financial Administration and Marketing Administration (both from FAAP – Fundação Armando Alvares Penteado) and an MBA from IMD (Institute for Management Development) in partnership with UniL (University of Lausanne, Switzerland). He has a little more than 27 years of experience and, before joining the education sector, he worked in large companies in different segments of the economy, such as Wilson Sports, Motorola, SKY, Microsoft and GetNet. He developed and built a career in the areas of Finance, Planning, Strategy, Marketing and Customer Relations.|
|Rangel Garcia Barbosa||Vice President of Kroton Products||12/31/2022|
|Rangel Garcia Barbosa holds a degree in Law from UFMG, a Master’s and Doctorate in International Law, a PhD from the same institution and an MBA in Business Administration from The Wharton School. At Cogna, since 2019, where he started as Mr. of Kroton’s New Products. Today he works as VP of Products at Cogna, as well as CEO of Pitágoras Ampli. Previously, he worked as a university professor at PUC-MG, Co-founder and project director at Instituto Sonho Grande, founder and executive director at Mira Educação, managing partner at Alere Investimentos and worked at Mckindey&Company as an analyst in 2007, reaching Manager in 2014.|
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|
|Lucila de Oliveira Carvalhor||Member||04/29/2022||ASM of 2023|
|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).|
|Eduardo Christovam Galdi Mestieri||Member||04/29/2022||ASM of 2023|
|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).|
|Anderson de Souza Marques||Member||04/29/2022||ASM of 2023|
|Graduated in accounting sciences from Salgado de Oliveira University (2005), Executive MBA from COPPEAD – UFRJ (2006), certification as a counselor by IBGC. He has been acting as Regional Controller for Latin America since March 2021 at Dover Fueling Solutions Brazil. He has 25 years of professional experience, of which 11 years at PwC and 14 years in senior executives at Afton Chemical, Carioca Christiani- Nilsen Engenharia and Banco Modal S.A. Mr. Anderson does not occupy other management positions in third sector companies.|
|William Cordeiro||Member||04/29/2022||ASM of 2023|
|William Cordeiro has been a founding partner and equity analyst at Alaska Asset Management since 2015. In 2014, he was a stock analyst at VentureStar. Currently, he has held the position of fiscal advisor at Marcopolo S.A. and Randon S.A. since 2017. He has also been a tax advisor at Valid Soluções S.A. since 2019. He has held alternate positions on the Fiscal Council of Rumo S.A. Log-In Logística Intermodal S.A. and Celesc S.A. Held an alternate position on the Board of Directors of Magnesita Refracários S.A.. Graduated in Production Engineering from the Federal University of São Carlos.|
|Wagner Brilhante de Albuquerque||Member||04/29/2022||ASM of 2023|
|He served as Chief Executive Officer – CEO (2019-2021), Chief Financial Officer- CFO and Investor Relations Officer (2016-2019) at Bombril S.A;. He has 31 years of professional experience, of which 12 years at PwC and 19 years in executive board positions and Senior Management in financial and administrative areas. He served as CFO in the Group Lojas Leader and Seller (Fashion Retail; Cameba and UD); CFO at Grupo Itacar (Automotive Distribution Network) in 2015; CFO at Grupo Dadalto (Commercial and Financial Retail) – between 2010-2013, as Director of Financial operations and Controllership (2008-2010) at Grupo Pão de Açúcar (Eletro) and as Senior Controllership Manager (2004-2008) at Grupo Brasil Telecom. Mr. Wagner does not hold other management positions in third-sector companies.|
|Luís Eduardo Frisoni Junior||Member||04/29/2022||ASM of 2023|
|Luis Eduardo Frisoni Jr is a business administrator and accountant graduated from EAESP/FGV in 1978 and paulo eiró college in 1980. He is an independent business consultant and corporate governance agent acting mainly as a member of the Tax Councils. In the last 5 years in addition to this exercised the following functions: (i) Chairman of the Fiscal Council of Brasiliana Participações S.A. (publicly held company that has as its object the generation and provision of services in the energy sector), from 2018 to 2019) (ii) Member of the Audit Committee of Eletropaulo Metropolitana Eletricidade de São Paulo S.A. (a publicly held company operating in the energy distribution sector) from August to December 2017; (iii) Chairman of the Fiscal Council of AES Tietê Energia S.A. (a publicly-based company operating in the power generation sector) from 2017 to 2018; (iv) member of the Fiscal Council of Eletropaulo Metropolitana Eletrcidade de São Paulo S.A. from 2014 to 2016. From 1988 to 2010 he was a partner of PricewaterhouseCoopers, having held management and coordination positions at the national and international level.|
Last update: June 23, 2022