Board of Directors
According to our by-laws, our board of directors consists of at least 3 (three) and up to 18 (eighteen) members. The directors meet ordinarily five times a year, and extraordinarily whenever required. The members of our board of directors are appointed at general shareholders’ meetings for a term of office of three years and are required to be our shareholders. At our general shareholders’ meeting held on April 30, 2009, our shareholders renewed the mandate of all our directors. The board’s responsibilities include leading the corporate governance process, electing our executive officers and supervising our management. Currently our board of directors consists of fourteen members elected by our shareholders, consisting of five representatives of the Diniz group, four external directors and five representatives of the Casino group, whose terms of office expire in 2011. We are managed by our board of directors (Conselho de Administração) and by our board of executive officers (Diretoria). None of our directors is party to an employment agreement providing for benefits upon termination of employment.
Summary of the career and educational background of Board of Directors
Mr. Abilio dos Santos Diniz is the chairman of our board of directors since 2003. He had been a director of our board of directors from 1995 to 1999, when he became its vice-chairman. Mr. Abilio Diniz was one of the founders of São Paulo's supermarket association, and was also a founder of ABRAS. He is a former member of the Brazilian National Monetary Council. Mr. Abilio Diniz holds a bachelor's degree in Business Administration from Fundação Getúlio Vargas and has attended Columbia University in New York and the University of Ohio at Dayton.
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Mr. Antonie Marie Remi Lazars Giscard D’Estaing is a member of our board of directors since 2009. Mr. D’Estaing is the financial director of the Casino Group. He was previously financial, strategy and IT director of the Danone Group, and more recently, partner at Bain & Company. Mr. D’Estaing holds a degree in administration from the HEC Business School and the École Nationale d’Administration.
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Mr. Valentim dos Santos Diniz is the Honorary Chairman of our board of directors since 2003. He had been our chairman from 1995 to 2003. Mr. Diniz founded the Pão de Açúcar Group in 1948.
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Mrs. Ana Maria Falleiros dos Santos Diniz D'Avila is a member of our board of directors. She has a bachelor's degree in Business Administration from Fundação Armando Álvares Penteado (FAAP) and post-graduate degree in Marketing from Fundação Getúlio Vargas and from FAAP.
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Mr. Candido Botelho Bracher is a member of our board of directors. Mr. Bracher was a director of Banco Itamarati S.A. and Vice President of BADESP – Banco de Desenvolvimento do Estado de São Paulo S.A. Mr. Bracher is President of Banco Itaú BBA. Mr. Bracher has a degree in Business Administration from Fundação Getúlio Vargas.
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Mr. Francis André Mauger is a member of our board of directors. Mr. Mauger is Director of Latin America Operation of Casino group. Mr. Mauger has attended The Ecole Hôteliere de Lausanne – Swiss.
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Mr. Fábio Schvartsman is a member of the Board of Directors and the Audit Committee, Mr. Schvartsman served as Chief Financial Officer, partner and member of the Board of Directors of Ultrapar Participações until April 1, 2007. He is the CEO of Telemar Participações and sits on the board of directors of Telemar Norte Leste, Contax and Gafisa, where he also serves as Chairman of the Audit Committee. He is a member of the Advisory Boards of Signatura Lazard and Hospital Israelita Albert Einstein, and the Founder and President of the consultancy FSCH Assessoria em Planejamento Financeiro e Empresarial. He holds a bachelor's degree in Engineering and a graduate degree in Production Engineering from the Polytechnic School of the University of São Paulo, and also a graduate degree in Business Administration from the Getúlio Vargas Foundation.
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Mr. Guilherme Affonso Ferreira is a member of our board of directors since 2008. Mr. Ferreira is the CEO of Bahema Participações S/A. He was the former President of Bahema Agropecuária S/A and Bahema S/A and has been a member of the board of directors of Unibanco Holdings since 1998. Mr. Ferreira has a degree in Production Engineering from Escola Politécnica da Universidade de São Paulo – USP and in Economics and Politics from Macalester College.
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Mrs. Geyze Marchesi Diniz is a member of our board of directors. She has a bachelor's degree in Economics and earned an MBA from Fundação Getúlio Vargas. Mrs. Marchesi Diniz is Mr. Abilio Diniz’s wife.
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Mr. Hakim Laurent Aouani is a member of our board of directors. Mr. Aouani is Director of Corporate Finance at Casino group. Mr. Aouani received a degree from SUPELEC Engineering School with a major in telecommunication and also holds a degree in business administration from HEC Business School.
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Mr. Jacques-Edouard Marie Charret is a member of our board of directors since 2008. Mr. Charret is Marketing and Commercial – Food Products of Casino group. Mr. Charret has a degree in Economy and earned a MBA in marketing.
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Mr. Jean-Charles Henri Naouri is a member of our board of directors. Mr. Naouri is Chairman and Chief Executive Officer of Casino group. Mr. Naouri has a degree in sciences from Ecole Normale Supérieure, has studied at Harvard University and at Ecole Nationale d'Administration.
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Mr. Jean Louis Bourgier is a member of our board of directors since 2009. Mr Bourgier has been a member of the Casino Group since 1989 and is currently the director of international operations, having previously held the positions of restaurant activity director, supermarket and convenience store director, international vice president, manager of the Taiwan branch and director of corporate projects. Before working with the Casino Group, he worked at Procter & Gamble, RJ Reynolds and Burger King. Mr. Bourgier graduated in business management from ESSEC in France.
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Mr. João Paulo Falleiros dos Santos Diniz is a member of our board of directors. He was an executive officer in charge of our associated companies and our International Division. Mr. João Paulo Diniz has a bachelor's degree in Business Administration from Fundação Getúlio Vargas and has attended the London Business School. He is the owner of the holding company Componente, which controls companies operating in several market segments.
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Mrs. Maria Silvia Bastos Marques is a member of our board of directors. Mrs. Marques is a partner in the Brazilian consulting firm MS & CR2 Finanças Corporativas. She was the former President of the Instituto Brasileiro de Siderurgia, Officer-Director of Companhia Siderúrgica Nacional, Municipal Secretary of Finance of the City of Rio de Janeiro and Director of Banco Nacional de Desenvolvimento Econômico e Social – BNDES. Mrs. Marques has a degree in Public Administration from Fundação Getúlio Vargas, where she earned a master's degree and a doctoral degree.
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Mr. Pedro Paulo Falleiros dos Santos Diniz is a member of our board of directors. Mr. Pedro Paulo Diniz is a businessman and the president of PPD Sports.
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Board of Executive Officers
Comprised of 11 professionals from the market, with one chief executive officer and ten executive officers, its duty is to follow the guidelines established by the Board of Directors relating to business management.
Summary of the career and educational background of Board of Executive Officers
Mr. Cláudio Galeazzi holds a degree in accounting and is partner and founder of Galeazzi & Associados. Due to the positive results of the work performed by Galeazzi & Associados in Sendas Distribuidora, he was hired as our CEO in 2007. He focused his professional activities in business management, participation in boards of directors and companies’ restructuring. At the age of 26, he served as Managing Director of the Argentinean and Brazilian subsidiaries of Dow Chemical Corp. Before the foundation of Galeazzi & Associados, he served as chairman of Cesbra, John Sommers (a joint venture between British Petroleum and Brascan) and as vice-chairman of British Petroleum Mineração do Brasil. He also served as Chairman of the Conselho Nacional do SESI (as appointed by the President of the Republic of Brazil), Executive Officer of Fiesp and IEL, and Vice-Chairman of ANFAC. During restructuring processes, he served as CEO of Artex, Mococa, Vila Romana, Cecrisa and Lojas Americanas, among others. Cláudio Galeazzi’s consultancy firm will continue to render services to Sendas Distribuidora in the same conditions agreed before Cláudio hiring process.
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Mr. Antonio Ramatis Fernandes Rodrigues is our Commercial Vice President. Mr. Rodrigues was the Commercial and Marketing vice-chairman of Grupo Bom Preço, the Commercial and Logistics vice-chairman of Grupo Sonae and the Commercial vice-chairman of C&A. Mr. Rodrigues has a degree in engineering from Fundação Armando Álvares Penteado – FAAP and holds a master degree in business administration from Universidade de São Paulo.
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Mr. Caio Racy Mattar is our Real Estate Vice President. He previously served as a member of the executive office of Reúne Engenharia e Construções Ltda. He is also a member of the board of directors of Paramount Lansul S.A., Sendas Distribuidora S.A. and Gafisa S.A. Mr. Mattar has an engineering degree from Instituto de Engenharia Paulista and has attended the London Business School. Mr. Mattar began his career with us in 1993 and has been our executive officer since 1995.
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Mr. Enéas César Pestana Neto is our Administrative and Financial Vice President. He was the Vice-President of Laboratório Delboni Auriemo and has worked for GP Investimentos and Carrefour. Mr. Pestana holds a degree in Accounting from Pontifícia Universidade Católica de São Paulo – PUC. Mr. Pestana began his career with us in 2003 and has been our Administrative and Financial Vice President since April 2008.
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Mr. Hugo A. Jordão Bethlem is our Supply Chain and Information Technology Vice President. Mr. Bethlem was the Commercial Officer of DiCicco, Jerônimo Martins, Parque Temático Play Center and Carrefour. Mr. Bethlem has a degree in Business Administration from Faculdades Metropolitanas Unidas – FMU and has a post-graduate degree in Administration from Cornell University. Mr. Bethlem began his career with us in 2001 and has been our Supply Chain and Information Technology Vice President since April 2008.
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Mr. José Roberto Coimbra Tambasco is our Commercial and Operating Vice President. Mr. Tambasco has a degree in Business Administration from Fundação Getúlio Vargas. Mr. Tambasco began his career with us in 1979. Mr. Tambasco began his career with us in 1979 and has been our Commercial and Operating Vice President since April 2008.
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Mr. Jorge Fernando Herzog has been our Commercial Operating Regional since April 2008. He previously served as Sendas Distribuidora’s Operating Officer for two years. Prior to joining our Company, Mr. Herzog worked for Carrefour for 15 years in several areas such as Operating, Human Resources and Accounting. Mr. Herzog has a degree in Economy from Faculdade Dom Bosco.
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Mrs. Sylvia de Souza Leão Wanderley is ourHypermarkets Operating. In 2000, Mrs. Leão began working at our Company as a commercial director. She has been an executive officer at our Company since April 2008. Prior to joining our Company, she worked as a Commercial and Marketing Director for Wal Mart and has also worked for Mesbla. Mrs. Leão has a degree in Social Communications from FACHA and an Executive MBA from UFRJ.
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Mrs. Claudia Elisa de Pinho Soares has been our Human Resources Officer since 2009. Prior to joining our Company, she worked for Ambev for 17 years in managerial and director positions in Human Resources, Finance, Distribution and Logistics, and she also worked for Laticínios Morrinhos (Leitbom) as Director of Finance, IT and Human Resources. Mrs. Soares holds a degree in Business Administration from Pontifícia Universidade Católica do Rio de Janeiro – PUC, an MBA in General Management from INSEAD and in Human Resources from FIA – University of São Paulo – USP.
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