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|
|Pedro Duarte Guimarães||Chairman||05.22.2019||OGM 2021|
|Pedro Duarte Guimarães has a large experience in the financial market, having coordinated several M&As and IPOs. He is currently the CEO of Caixa Econômica Federal and Chairman of the Board of Caixa Seguridade, Caixa Participações and Banco PAN. He holds a bachelor’s degree in Economics from PUC-RJ, a Master’s degree in Economics from FGV-RJ and a Ph.D. and Master’s degree in Economics from the University of Rochester.|
|Sérgio Cutolo||Vice-President||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.|
|Amos Genish||Effective member||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.|
|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.|
|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 Maziero||Independent effective member||04.26.2019||OGM 2021|
|Marcelo Maziero. He holds a degree in Computer Engineering from the University of São Paulo (USP), a Master‘s degree in Business Administration from the University of São Paulo (USP) and a Ph.D. in finance from the University of São Paulo. He is a partner-founder of CERC (Central de Recebíveis SA – Financial Market Infrastructure), angel investor in technology companies and member of the board of directors of BMG Seguros SA and Sciere Tecnologias Educacionais SA. He was Senior Vice President at BM & FBOVESPA de 2011 to 2013, responsible for the stock exchange business, leading the product development and market, customer relationship and communication / marketing teams. He has previously worked for 11 years in the Itaú Group, in activities related to Sales & Trading (Treasury), Derivatives, Corporate Finance and Fixed Income. He was Managing Director for Derivatives and Structured Products. He was responsible for the Risk Management area at the French and Brazilian Bank (BFB). He served as a member of Cetip‘s Board of Directors for 5 years.|
|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) and Investor Relations Officer (IRO)||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.|
|André Luiz Calabró||Officer||02.05.2019||BDM after OGM 2022|
|André Luiz Calabró. Mr. Calabró holds an undergraduate degree in System Analysis, a graduate degree in Accounting and Financial Administration and an MBA in Risk Management from the Getúlio Vargas Foundation. He was Credit Risk Executive Manager and Credit Recovery Supervisor at Grupo Santander, where he was responsible for the entire credit portfolio cycle, from the definition of concession policies and models to the management and recovery of overdue loans. Further, he was Executive Officer responsible for the establishment of credit strategies and management of portfolios at Recovery do Brasil, and member of the Company’s Board of Directors.|
|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.|
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.
|Name||Position||Election Date||End of Mandate Term|
|Paulo Roberto Salvador Costa||Sitting Member||04.26.2019||OGM 2020|
|Paulo Roberto Salvador Costa. Mr. Costa holds a degree in Accounting from Faculdade São Judas Tadeu and began his career in the financial market at Banco de Crédito Nacional S.A. (BCN) in 1976. Among the positions he held includes being the responsible accounting technician of several companies within Grupo BCN, such as Banco de Investimento, Administradora de Bens, Seguradora e Prestadoras de Serviços. He also worked as a Controller at Banco Sistema S.A, Sistema CCVM and Sistema Leasing, being responsible for the administrative and technical accounting of these companies. He also served as an Accounting Manager of Cotia Trading. He currently provides tax planning advice for individuals, companies and corporate organization processes. He provides services for judges, acting as a judicial expert, especially in demands for valuation of companies and/or contracts within the scope of the financial market. As a technical assistant, he also provides services for financial institutions in civil lawsuits. He was elected as a Sitting Member for Banco PAN’s Fiscal Council for the first time in 2011 and was reelected in the following years: 2012, 2013, 2014, 2015, 2016, 2017 and 2018.|
|Giorgio Giuseppe Flavio Marchetti||Alternate – Paulo Costa||04.26.2019||OGM 2020|
|Giorgio Giuseppe Flavio Marchetti. Mr. Marchetti holds a degree in Business Administration from Escola Superior de Administração e Negócios (ESAN) and in Accounting from Pontifícia Universidade Católica (PUC). He has extensive experience, having worked in commercial and investment banks, capital markets, auditing, accounting and financial and legal fields. He worked for over 12 years as an auditor and supervisor of Banco de Crédito Nacional S.A. From 1997 to 1999, he worked at Banco Pactual S.A. in the credit recovery department and from 1999 to 2004 in the credit operations and financial controls departments of Banco Royal de Investimento S.A. He has been at CFK Participações Ltda since 2009, having worked in the financial, accounting, domestic and international investment and agricultural divisions. He was elected as a Sitting Member for Banco PAN’s Fiscal Council for the first time at the General Meeting held on September 26, 2011 and was reelected in the following years: 2012, 2013, 2014, 2015, 2016, 2017, 2018 and 2019.|
|Peter Edward Cortes Marsden Wilson||Sitting Member||04.26.2019||OGM 2020|
|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., Manco 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||Alternate – Peter Wilson||04.26.2019||OGM 2020|
|Marcio Villas Boas. 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).|
|Alexandre Xavier Ywata de Carvalho||Sitting Member||05.22.2019||OGM 2020|
|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 Statistics from Northwestern University, EUA (2002). He was a Registration Manager at Funpresp (October/2018), and a Regional, Urban and Environmental Studies and Policies 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 career 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 Econômica Federal. He is not considered a politically-exposed individual pursuant to CVM Instruction 301.|
The Internal Regiment of the Fiscal Council is available here.