CCP´s board of directors is responsible for establishing its general strategic policies and, among other things, is responsible for establishing its general business policies, for electing its executive officers and supervising their management. It is also in charge for the appointment and dismissal of CCP´s independent auditors.
Under Brazilian corporation law, each director must hold at least one of CCP´s shares, may reside in or outside Brazil, and is elected by the holders of CCP´s common shares at the annual shareholders’ meeting. Under Brazilian corporation law, a member of the board of directors is prohibited from voting in any annual shareholders’ meeting, and also from acting in any transaction or business in which such director has a conflict of interest with the Company.
According to CCP´s bylaws, the members of its board of directors is composed of, at least, five and up to 12 members, for a unified one-year term, and can be re-elected at any time. CCP´s bylaws do not stipulate a compulsory retirement age for the board members. The directors must also sign, prior to taking office, the directors’ instrument of consent, set forth in the Novo Mercado regulations. Pursuant to Brazilian corporation law, shareholders of publicly held companies that hold, jointly, common shares representing at least 10% of CCP´s capital stock during a period of at least three months have the right to elect a member to its board of directors.
Meetings of the board of directors are usually held, on an ordinarily basis, once every two months, and on an extraordinary basis, whenever called by the chairman, the vice-chairman or by two directors.
The quorum for the installation of the meetings of CCP´s board of directors will be of, at least, three members. All decisions of the board of directors are taken by majority vote of the members attending the meeting.
According to the Novo Mercado regulations at least 20% of the members of CCP´s board of directors must be independent.
Claudio Bruni *Board Member04/25/20191 Year
|Name||Position||Elected||Term of Office|
|Elie Horn||Chairman of the Board||04/25/2019||1 Year|
|Leo Krakowiak||Vice-Chairman of the Board||04/25/2019||1 Year|
|George Zausner||Board Member||04/25/2019||1 Year|
|Rafael Novellino||Board Member||04/25/2019||1 Year|
|Pedro Franco Sales||Board Member||04/25/2019||1 Year|
|Claudio Bruni||Board Member||04/25/2019||1 Year|
|Germán Pasquale Quiroga Vilardo||Board Member||08/07/2019||1 Year|
1 ASM – Annual Shareholders’ Meeting;
*Independent Board Member
Below is a summary of the professional background, fields of activity and main outside business interests of CCP´s current board members:
Elie Horn. Mr. Horn has been the Chairman of the Board of Directors since the Company’s inception in 2007. Since 1993, Mr. Horn has also been the Chairman of the Board of Directors, Chief Executive Officer and founding partner of Cyrela Brazil Realty S.A. Empreendimentos e Participações, a real estate company that is part of the Company’s economic group. He graduated in Law from Universidade Presbiteriana Mackenzie.
Leo Krakowiak. Mr Krakowiak is Vice-Chairman of the Board of Directors. He earned a law degree from the Law School of the University of São Paulo (USP) in 1971 and a graduate degree in law from USP in 1975. He is a full partner at the law firm Advocacia Krakowiak, specialized in tax law. He is a member of many organizations, including the São Paulo Lawyer Institute, the Brazilian Financial Law Association, the Brazilian Tax Law Institute and the International Fiscal Association. Mr. Krakowiac is currently professor for the Tax Law Program at USP and at the University Extension Study Center (CEEU). Previously he was a professor for the Tax Law Specialization Program at the Law School of the Mackenzie Presbyterian Institute. He also lectures for a wide variety of entities and he is member of the deliberative councils of the Israelita Brasileiro Albert Einstein Hospital, the Patrons of the Municipal Theatre of São Paulo, the Brazilian Sculpture Museum, the Brazilian-Polish Business Council and of various other entities. None of the companies where Mr. Krakowiak has worked is part of the Company’s economic group.
George Zausner. From 1982 to 1997, Mr. Zausner was the Technical Officer of Cyrela Empreendimentos Imobiliários Ltda., a real estate company that is part of the Company’s economic group. He graduated in Civil Engineering from the Polytechnic School of the University of Bahia. Mr. George Zausner is currently a member of the Board of Directors.
Rafael Novellino. Mr. Novellino has been a member of the Board of Directors since the Company’s inception in 2007. Since 1993, Mr. Novellino has also been a member of the Board of Directors of Cyrela Brazil Realty S.A. Empreendimentos e Participações, a real estate company that is part of the Company’s economic group. He was the Chief Financial Officer of Cyrela Empreendimentos Imobiliários Ltda. from 1982 to 2007. He graduated in Accounting from Escola Técnica do Comércio Trinta de Outubro and Economics from Faculdade de Ciências Econômicas São Luis.
Pedro Franco Sales. Mr. Sales graduated in Industrial Electrical Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio). Having worked in the financial market as an analyst and portfolio manager for 11 years, initially covering the international market and later covering the Brazilian stock exchange, Mr. Sales is currently a member of the securities portfolio management team of Verde Asset Management S.A., a financial services company.
Claudio Bruni. Mr. Claudio Bruni graduated in Civil Engineering in 1978 from the Escola Politécnica of USP. From 1979 to 1989, he worked for Multiplan, one of the largest real estate developers in Brazil. From 1983 to 1985, he served as Executive Director of Renasce, the first Brazilian shopping mall management company, a joint venture of Multiplan and the Brazilian investment bank Bozano, Simonsen. In 1985, he was named Executive Vice President of Multiplan. From 1986 to 1994, he became partner of Visor, a residential developer focused on the low-income segment. In 1988, he founded Deico, an independent real estate services company, where he served as CEO until December 2006. From 2007 to 2016, he was the CEO and member of the Board of Directors of BR Properties. He also served as Executive Vice President of ABRASCE, Brazilian Association of Shopping Malls for 3 years, and as a member of the Commercial and Retail Development Council of the Urban Land Institute. From February 2017 to August 2018 he served as a member of the Board of Directors of BR Malls (vice president and later president).
Germán Pasquale Quiroga Vilardo. Mr. Germán Pasquale Quiroga Vilardo has a degree of electronic engineering by Instituto Militar de Engenharia (IME) and a master’s degree in digital systems by Escola Politécnica of Universidade de São Paulo. He founded and worked as CEO of TV1.com, Empresa Brasileira de Comunicação Produção Ltda., and he founded and worked as CIO and CMO of Americanas.com, B2W – Digital Company. He worked as CIO and CMO of Cyrela Brasil Realty S.A. Empreendimentos e Participações and founded, worked as CEO and as member of the Board of Directors of Pontofrio.com, e-platform, e-hub, Nova Pontocom and Cnova Comércio Eletrônico S.A.; in the latter, he worked leading the Company’s IPO on NASDAQ. He held the position of Vice-Chairman of the Board of Directors of Totvs S.A. and of the Brazilian Chamber of Electronic Commerce (Camara-E.net). He worked as a member of the Board of Directors of Sequoia, Abrarec and Fecomércio. He is currently an independent member of the Board of Directors of Gol and Centauro and a partner of OMNI 55.
CCP´s executive officers are responsible for its day-to-day management. The executive officers have individual responsibilities established by CCP´s bylaws and by its board of directors.
Under CCP´s bylaws, the Company must have, at least, two executive officers elected by its board of directors for a unified three-year term, and can be re-elected and removed at any time.
|Name||Position||Elected||Term of Office|
|Pedro Daltro||Chief Executive||04/30/2019||3 Years|
|Thiago Kiyoshi Vieira Muramatsu||Chief Financial Office and Investor Relations Officer||04/30/2019||3 Years|
|Paula de Mesquita Tauil||Officer||04/30/2019||3 Years|
|Paulo Roberto Nazar||Officer||04/30/2019||3 Years|
|Juliana Cavalcante Morandeira||Officer||04/30/2019||3 Years|
1 ASM – Annual Shareholders’ Meeting;
Pedro Daltro, Mr. Daltro has over 20 years experience in the financial and real estate sectors. He served as Chief Financial and Investor Relations Officer of BR Properties, a real estate company, from 2007 to 2015. He was the Corporate Banking Officer of Citigroup, a financial services company, where he was responsible for the Government and Infrastructure sectors. He also served as Financial Manager at Gafisa, a real estate company. Mr. Daltro has an MBA from Vanderbilt University (USA).
Thiago Muramatsu graduated in Economics from the Pontifical Catholic University of São Paulo and has over 13 years of experience in the real estate sector. He joined the Company in March 2008, worked in the New Business and Strategic Planning areas and has held the position of Controller Manager for approximately three years, being responsible for the administrative and financial management, as well as the strategic and budget planning of the Company’s shopping center portfolio. He has also worked in other companies of the sector, such as Cushman & Wakefield and Sonae Sierra.
Paula Tauil graduated in Architecture and Urbanism from Mackenzie University and completed a graduate program in Business Administration from the Getúlio Vargas Foundation – FGV. She is a member of the Royal Institution of Chartered Surveyors (RICS). With over 15 years of experience in the commercial property sector, she joined the Company in 2007 and has worked in the Development and New Business areas. She has also worked at Athie Wohnrath, leading corporate architecture projects for several companies.
Paulo Nazar graduated in Civil Engineering from the School of Civil Engineering of Mackenzie University on March 21, 1981 and holds an MBA in Real Estate – Investment and Returns in the Real Estate Market from the Continuing Education Program of the Polytechnic School of the University of São Paulo – PECE (2003-2005). He completed a master’s program in Environmental Management at the São Paulo State Institute of Technology – IPT (2009 and 2010). He has worked in the civil construction market since 1981 and in the Cyrela Group for 23 years – at Cyrela Construtora S.A. from January 1995 to April 2013 and in the Company since April 2013.
Juliana Cavalcante Morandeira has been in the Company since 2010, working in the commercialization and management of contracts of corporate towers. She graduated in Law from Faculdades Integradas de Guarulhos and holds a specialization degree in Constitutional Law from the School of Constitutional Law (Escola Superior de Direito Constitucional).