Board of Directors & Management
Board of Directors
Banco PAN’s board of directors is responsible for establishing the overall guidelines of its business, including its long term strategies. Moreover, it is responsible, among other obligations, for election and removal of members of the executive board, determining their attributions and supervising their activities and performance.
The PAN’s bylaws establish that its board of directors is composed of a minimum of eleven and a maximum of thirteen directors, all of whom are individuals, who may or may not reside in Brazil, elected by the shareholders’ meeting, with a joint term of office of two years, reelection being permitted. The shareholders’ meeting also has the authority to remove any member of the board of directors at any time.
As a result of the Bank’s agreement to adhere to the Level 1, the investiture of members of the board of directors is subject to the signature of the Statement of Consent from Senior Managers, through which the members of the board of directors assume personal responsibility to abide by and act in compliance with the Adherence Agreement to Level 1 and Level 1 Regulations. In addition, under the Bank’s bylaws, the members of the board of directors are required to adhere to the regulation of the market arbitration chamber established by the BM&FBOVESPA (“Adherence Agreement”).
In accordance with article 141, paragraph four and items of Law 6,404, of 1976, as amended, the minority shareholders of a listed company that own at least fifteen per cent (15%) of such company’s total common voting shares, or the shareholders that own preferred non-voting or with restricted vote power shares representing at least ten per cent (10%) of the shareholder’s equity, or shareholders that own common and preferred shares that, together, represent at least ten per cent (10%) of the shareholder’s equity, are entitled to elect, in a separate election, one member of the board of directors.
– The Board of Directors’ Charter (portuguese only) is available for consultation, click here.
|Name||Position||Date of Election||End of Term|
|Amos Genish||Chairman||08.19.2019||OGM 2021|
|Mr. Amos Genish. With a degree in Economics from Tel Aviv University, Amos Genish is a senior partner at BTG Pactual and head of its Digital Retail Unit since May, 2019. Founder of GVT, Amos was the CEO of this Company from 1999-2015. From 2015-2016, with the sale of GVT to Telefonica Brasil/Vivo, he was named the President and CEO of the Company, the largest telecom operator in Brazil. From January to September 2017, Amos was the Chief Convergence Officer (CCO – responsible for platform convergence and media distribution strategies) of Vivendi, a French integrated media and content group. In September 2017, Amos was appointed CEO of Telecom Italia, the leading telecommunication group in Italy and one of the most important operators on the Brazilian market, a position he held until November 2018.|
|Pedro Duarte Guimarães||Vice-President||05.22.2019||OGM 2021|
|Pedro Duarte Guimarães. Pedro became CAIXA CEO in January 3, and led a huge restructuring process at the bank, through decisive actions such as remodeling the management; focusing on key products, such as mortgage loans, payroll loans, credit to small companies and public policies. Additionally, Guimarães coordinated a total amount of R$54.9 billion in operations, including asset sales of IRB, Petrobrás, Banco do Brasil and Banco PAN. As a result, CAIXA had the exception taken off from its balance sheet and achieved it’s highest net income ever: R$21.1 billion, more than twice 2018 net income.
Guimarães innovated by creating CAIXA Mais Brasil, an interpersonal management, leadership, governance and social responsibility program. Pedro traveled 200,000 km among all states, especially for the smaller cities, for whom CAIXA presence is decisive. Up to now, there have been 67 weekends visiting clients, over 300 branches, more than 20,000 employees, more than 150 lottery points and CAIXA Aqui exclusive correspondents.
Regarding the Covid-19 pandemic, Guimarães is leading the largest social, digital and financial inclusion initiative in Brazil, which consists on the payment of Emergency Aid, reaching more than 66 million people, totaling more than R$250 billion in payments. This movement, during the Covid- 19 pandemic, was only possible through the digital platform, CAIXA Tem, which was developed in parallel to the transactions. More than 121 million people will receive their payment from CAIXA – Auxílio Emergencial, Saque Emergencial do FGTS or Benefício de Emprego e Renda (BEm).
Guimarães has over 20 years of experience in investment banking. He coordinated several initial public offerings (IPOs), follow-ons (FOs), bond issues, and mergers and acquisitions (M&As) advisory. He also participated in various bank privatization processes, such as Banespa, Banerj, Bemge, Banestado and Meridional.
He is a member of the Board of Directors of CAIXA and Banco PAN, and Chairman of CAIXA Seguridade and CAIXA Cartões, among others.
Guimarães holds a Ph.D. and M.A. in economics from the University of Rochester (USA), a Master’s degree in economics from FGV-RJ (Brazil), and a Bachelor’s degree in economics from PUC-RJ (Brazil).
|Sérgio Cutolo||Effective Member||04.26.2019||OGM 2021|
|Sérgio Cutolo. Mr. Cutolo holds a bachelor’s degree in Economics and a graduate degree from the University of Brasília. He was Minister of State for Social Security, Minister of the Ministry of Urban Development and President of Caixa Econômica Federal (Federal Savings Bank). He was also Board member of the Brazilian Development Bank (BNDES), Caixa Econômica Federal and Companhia Elétrica do Estado do Maranhão (CEMAR). He joined BTG Pactual in 2000 as partner and is currently responsible for the Institution’s Corporate Customers area. He is also Vice-President of Anbima.|
|Alexandre Camara||Effective member||04.26.2019||OGM 2021|
|Alexandre Camara e Silva. Graduated in Electrical Engineering from Pontifíca Universidade Católica do Rio de Janeiro, he holds MBA‘s in Finance and Economics, as well as Corporate Law at Fundação Getúlio Vargas in Rio de Janeiro. He joined Banco BTG Pactual in 2003 and became a partner in 2008. He has worked as Credit Officer at Banco Prosper and was responsible for Banco BBM‘s Middle Corporate Credit. He is currently responsible for High Income Credit and Structured Finance at Banco BTG Pactual.|
|Roberto Balls Sallouti||Effective member||04.26.2019||OGM 2021|
|Roberto Balls Sallouti. Graduated in Economics with specialization in Finance and Marketing from the University of Pennsylvania’s Wharton School. He joined Banco Pactual in 1994, becoming a partner in 1998. Among other positions, he was Head of local Market Fixed Incomes and Head of International Fixed Income and Emerging Markets. Following Pactual’s sale to UBS, he became UBS Pactual’s Head and Co-head of Emerging Market Fixed Income and Fixed Income, Foreign Exchange and Commodities for Latin America. He is currently COO and a member of the Global and Local Executive Committees of BTG Pactual.|
|Eduardo Dacache||Effective member||05.22.2019||OGM 2021|
|Mr. Dacache. Mr. Dacache holds an economics degree from Faculdade de Ciências Políticas e Econômicas of Rio de Janeiro, and also holds an executive MBA degree from Coppead / UFRJ University. Mr. Dacache started working at Caixa as Corporate Vice -President in 2018 and has over 30 years’ experience working in the financial markets having worked with project organizations, strategic planning, Corporate and Investment banking, Retail and Private Banking. Mr. Dacache worked at large corporations, such as TAG Investimentos (partner), Banco Mercantil de Investimentos-BMI (chief executive officer), Grupo Safra (executive officer) and Banco Santander Brasil (executive officer). Currently, Mr. Dacache is Corporate Executive Vice President at Caixa.|
|Marcelo Sampaio||Effective member||07.24.2019||OGM 2021|
|Marcelo Sampaio. Executive Secretary of the Ministry of Infrastructure. Coordinates within the Ministry, actions aimed at governance, integrity, strategy, organization and management systems and information technology. Proposes to the Minister of State the approval of the delegation instruments and of the plans for granting, rendering of services. Supervise the strategic actions of collegiate bodies linked to the Ministry, among other duties. He was Deputy Head of Public Management of the Sub-Chief of Articulation and Monitoring of Staff – Presidency of the Republic, acting in the agency of Digital Government, Transformation of Services, Connectivity Digital Strategy, Protection of Personal Data. He worked for over three years as Director of Information and Strategic Management of Transportation in the Secretariat of National Transportation Policy of the Ministry of Transportation. He has a Master in Transportation Planning specifically in the Evaluation of Transportation Vulnerability (UNB). Graduated in Civil Engineering with emphasis in Transportation (UNB). Infrastructure Analyst at the Ministry of Economy. Experience in management and use of SIG tools for the development and evaluation of public policies.|
|Fabio Carvalho||Independent effective member||04.26.2019||OGM 2021|
|Fabio Carvalho. Lawyer, graduated in law from the Federal University of Rio de Janeiro and Master of Law from the University of Cambridge. Founding Partner and CEO of Legion Holdings, a Brazilian private equity company, whose investment focus are companies facing financial difficulties. Currently, Legion Holdigns has assets in the segments of retail, oil and gas, maritime transport, which together have a revenue of over R$ 3 billion. He was CEO of Casa & Video, a financially struggling retailer, in which he succeeded in reversing the situation and shifted control to a financial investor. He acted as a restructuring attorney, in which he led cases of high complexity in South America, such as the restructuring of Varig and LG Philips Displays, and represented several institutional investors in disputes related to corporate recovery and bankruptcy. Previously he was part of Alvarez & Marsal, acting as Director responsible for cases of market restructuring, construction, alcohol and financial industry, including assuming the role of acting CEO in the Lehman Brothers divisions in Latin America during the bankruptcy process centered on New York. He currently serves as a member of the Board of Directors of Leader, Bravante (President), Contax (Vice President) and was a member of the Board of Directors of Casa & Video e Recuperação.|
|Fábio Pinheiro||Independent effective member||04.26.2019||OGM 2021|
|Fábio Pinheiro. Graduated in Electrical Engineering from the University of Brasilia (UNB), with an MBA from Indiana University. He joined Banco Pactual S.A. in 1992 where he was the partner responsible for commercial relations with companies in the healthcare and technology sectors between 2004 and 2009. He was also Managing Director of UBS Pactual between 2006 and 2009. He is currently Financial and Administrative Officer of Grupo Dilleto, Chairman of the Board of Directors and an Executive Officer at Sappada Participações S.A. and a member of the Board of Directors of Galvani Indústria e Comércio S.A. and Lojas Renner S.A.|
|Marcelo Torresi||Independent effective member||04.26.2019||OGM 2021|
|Marcelo Torresi. Graduated in Engineering from the Engineering School of the University of São Paulo (USP), with specialization in Strategic Management from FGV-SP. Mr. Torresi is a member of the Board of Directors of Vikstar Contact Center and General Officer at Pilotage Investimentos. He has not reported to the Company any criminal conviction, conviction in CVM’s administrative proceeding or any final judicial or administrative conviction that suspended or disqualified the practice of a professional and/or commercial activity.|
Banco PAN’s officers are the legal representatives, responsible for the Bank’s day-to-day management and for implementing the policies and general guidelines set by the board of directors.
|Name||Position||Date of Election||End of Term|
|Carlos Eduardo Pereira Guimarães||Chief Executive Officer (CEO)||02.05.2019||BDM after OGM 2022|
|Carlos Eduardo Guimarães. Mr. Guimarães holds a degree in Economics from the Catholic Pontifical University of Rio de Janeiro (PUC/RJ). He worked at Grupo BBM from 1992 to 2011. He was financial analyst between 1994 and 1996. In 1996 he was designated Retail Product Manager (Creditec), remaining in that position until 1998. In 1998 he became Head of the Commercial Department, being responsible for the São Paulo State and the South Region and, in 2002, he became Statutory Officer responsible for the commercial area, remaining in that position until June 2011. He was elected Executive Officer of Banco Pan on August 8, 2011 and Investor Relations Officer on May 2, 2016.|
|Alex Sander Moreira Gonçalves||Officer||02.05.2019||BDM after OGM 2022|
|Alex Sander Moreira Gonçalves. Mr. Gonçalves holds a degree in Business Administration from the University of Brasilia and a graduate degree in Finances from USP-Fipecafi. He joined BV Financeira C.F.I. in 2009, where he remained for four years and held the positions of Business supervisor and Payroll and Channels Director. Prior to that, he was Executive of Payroll and Business with the Government and Commercial and Product Officer at Banco Bradesco Financiamentos/BMC.|
|Dermeval Bicalho Carvalho||Controller and Compliance Officer||02.05.2019||BDM after OGM 2022|
|Dermeval Bicalho Carvalho. Graduated in Agronomic Engineering from the State University of Londrina, with postgraduate studies in the areas of Management Development, Business Consulting, Business Economics and Programming. He joined Caixa in 2001 and held relevant positions and positions as National Operational Risk Manager and National Superintendent of Corporate Risk SN (5 years). Since August 2017, he has held a strategic position as Acting Director of the Risk Board. For more than ten years he has been a CAIXA representative in external committees related to Risk Management, currently a member of the subcommittee on Credit and Capital Risks and the Risk Management Committee of FEBRABAN. He has experience in several works on Operational Risk, is certified by ISO 31000 (Risk Management), as well as in investment certifications (CPA20) and training of Management Advisor by IBCG (2018). He has worked for more than 15 years as a Manager.|
|Diogo Ciuffo da Silva||Officer||09.06.2019||BDM after OGM 2022|
|Diogo Ciuffo da Silva. Graduated in Economics from the Catholic Pontifical University of Rio de Janeiro (PUC/RJ) and with an MBA from the Getúlio Vargas Foundation, Mr. Ciuffo held the position of Executive Superintendent of Digital Bank and New Business of Banco PAN. In September, 2019, he was elected Head of the Digital Bank of Banco PAN. Throughout his career, he worked at Banco BBM and Brasil Plural, where he worked in the Corporate Credit and Treasury areas. He joined Banco PAN in 2011 as head of the Corporate area and in 2016 became responsible for the Bank’s Treasury and Funding.|
|Mauro Dutra Mediano Dias||Chief Financial (CFO) and Investor Relations Officer (IRO)||02.17.2020||BDM after OGM 2022|
|Mauro Dutra Mediano Dias. Graduated in Industrial Engineering from Universidade Federal do Rio de Janeiro, Mr. Dutra has started his professional career at Vale S.A.. He joined BTG Pactual in 2011, where he was head of credit risk and was involved in the creation and development of several businesses such as Corporate Lending (Brazil and Latam), Special Situations, Insurance, Derivatives and, most recently, Digital Retail Unit.|
|Roberta Cardim Geyer||Officer||07.30.2020||BDM after OGM 2022|
|Roberta Cardim Geyer. Graduated in Production Engineering at UFRJ, with MBA in Finance at FGV-RJ, Master in Mathematical Methods in Finance at IMPA and Professional Master in Finance and Economics at FGV-SP. She has 21 years of experience in the financial market, working in analytics, credit and collection in the retail and corporate segments and in credit risk management, as well as in project development and implementation management, involving the creation of pricing systems for fixed and variable income financial instruments. She worked at Banco BBM from 1997 to 2005, acting as Quantitative Research Coordinator. She joined Itaú Unibanco in 2005, where she developed the functions of Manager and Superintendent of Credit Risk Modeling for Legal Entities; Superintendent of Credit Policy, MIS and Projects Companies; Superintendent of Collection Policy, MIS and Table of Agreement Companies; and Superintendent of the Center of Excellence in Analytics.|
The Fiscal Council is a statutory body responsible for overseeing the acts carried out by the Bank’s management and providing independent monitoring of the Bank’s compliance with legal and statutory duties in matters concerning the Council, as established by Brazilian Corporations Law.
According to PAN’s Bylaws, the Fiscal Council operates on a permanent basis and is comprised of three (3) to five (5) sitting members and an equal number of alternates, all of which are elected at the General Meeting.
Pursuant to article 161, paragraph 4, item “a” of the Brazilian Corporations Law, as amended, shareholders holding non-voting preferred shares shall be entitled to elect, by separate vote, one (1) sitting member and his/her respective alternate, provided that said shareholders jointly represent at least ten percent (10%) or more of the voting shares.
|Peter Edward Cortes Marsden Wilson||Sitting Member||04.30.2020||OGM 2021|
|Peter Edward Cortes Marsden Wilson. Mr. Wilson holds a degree in Public Administration from Fundação Getúlio Vargas – EAESP, with an MBA in Finance and a Masters’ in Economics from the same institution. He has been working in the financial markets since 1997. Among other positions, he served as CFO at Dartley Bank & Trust Nassau, as Asset Manager at PHI Capital Management and is currently a partner at Managrow Consultoria Estratégica em Finanças Ltda. He previously served as Member of the Board of Directors and Fiscal Council of companies such as VIVO S.A., Trisul S.A., Banco Pine S.A., Renova Energias Renováveis, BRADESPAR S.A. He is currently member of the Fiscal Council of B2W S.A., member of the Fiscal Council of Gafisa S.A., member of the Fiscal Council of Riachuelo S.A. and an alternate member of the Board of Directors of Banco Mercantil do Brasil S.A.|
|Marcio Villas Boas Passos||Alternate – Peter Wilson||04.30.2020||OGM 2021|
|Marcio Villas Boas Passos. Mr. Villas Boas holds a degree in Economics from Pontifícia Universidade Católica – PUC/RJ and an MBA with emphasis in Finance from Duke University. He initiated his career in the financial markets in 1992. Among other positions, he was partner at Gávea Investimentos, from 2011 to 2015, being responsible for the Operations and Investor Relations departments, in addition to being responsible for the execution of all funding documents and negotiating investment and structures terms with investors. In 2016, he founded Thalassa Caital, a strategy and financial consulting firm focused on helping companies improve their strategic positioning by enhancing their financial and operating results. In 2017, he was nominated by BNDES as an independent board member for CI&T, a global specialist company for digital solutions offers leading complex digital innovation initiatives to help large companies grow, and in the same year he became an Executive Director at Invest Tech S.A., focused on Growth Equity (investments to leverage business growth).|
|Aníbal Cardoso Joaquim||Sitting Member||04.30.2020||OGM 2021|
|Aníbal Cardoso Joaquim. Mr. Anibal Cardoso Joaquim holds a bachelor’s degree in Business Administration from the University of São Paulo and a bachelor’s degree in Accounting Sciences from Faculdade Paulo Eiró, in São Paulo. He has excellent knowledge of financial market operations, having worked for more than 30 years in several banks in Brazil and abroad. He initiated his career at PwC in 1971. In 1983 he joined the Citibank Group, where he remained until 1995. From 1995 to 2013, he worked at Credit Suisse Brasil. He is currently Member of the Audit Commitee of Banco BTG Pactual S.A.|
|Alexandre Xavier Ywata de Carvalho||Sitting Member||05.28.2020||OGM 2021|
|Alexandre Xavier Ywata de Carvalho. Mr. Carvalho holds a degree in Mechanical-Aeronautical Engineering from Instituto Tecnológico de Aeronáutica – ITA (1994), with a specialist degree in Air Weapons Engineering from ITA (1995), a Masters’ In Statistics from Universidade de Brasília – UnB (1999) and a PhD in Statistic from Northwestern University, EUA (2002). He was a Registration Manager at Funpresp (October/2018), and a Regional, Urban and Environmental Studies and Polices Director (June/2016 to October/2018) and Vice-President (January/2017 to October/2018), at Instituto de Pesquisa Econômica Aplicada – Ipea. He has been a carrer employee (Planning and Research Technician) at Ipea since 1996 and was also CEO of Caixa Participações S.A. He is currently Internal Controls and Risk Management Vice-President of Caixa Econômicas Federal. He is not considered a politically-exposed individual pursuant to CVM Instruction 301.|
|Leandro Marra Romani*||Alternate Member||10.19.2020||OGM 2021|
|Leandro Marra Romani. Mr. Leandro Marra Romani is Head of Operational Risk at Banco BTG Pacutal S.A.|
*Pending approval by Central Bank of Brazil
The Internal Regiment of the Fiscal Council is available here.