Profarma’s Board of Directors is its collegiate decision-making body responsible for establishing its general business policies and guidelines, including its long-term strategy, control and oversight of its performance. It is also responsible for supervising the management of the Company’s officers.
Profarma’s By-Laws establish a minimum of five and a maximum of seven directors, one of whom must be the Chairman and the other the Vice-Chairman. The members are elected at the Annual Shareholders’ Meeting for a unified two-year term of office, may be reelected and removed at any time and shall remain in office until their successors take office. In accordance with the Novo Mercado Rules, at least 20% of the Board members are necessarily Independent Directors.
The Company’s Board of Directors ordinarily meets six times a year and, extraordinarily, whenever called by its Chairman or Vice-Chairman, preferably at its headquarters although meetings are admitted by remote means, in accordance with Profarma’s By-Laws. The meetings of the Board of Directors shall be convened, on first call, with the attendance of the majority of its acting members and, on second call, with at least three members. Any decision shall be taken by the favorable vote of the majority of the acting members – subject to temporary absences and vacancies, pursuant to the Company’s Bylaws – and the Chairman of the Board of Directors has the casting vote.
The General Meeting shall determine – by majority vote, excluding blank votes, prior to their election – the number of members of Profarma’s Board of Directors to be filled in each year, subject to a minimum of five members. The Brazilian Corporate Law, combined with CVM Instruction No. 282 of June 26, 1998, permits the adoption of the multiple voting process, upon request by shareholders representing at least 5% of the Company’s voting capital stock.
The following table lists the current members of the Board of Directors who will remain in office until the meeting of shareholders that approve the financial statements for fiscal year 2019:
|Sammy Birmarcker||Board Member|
|Mr. Birmarcker holds a bachelor’s degree in economics from Faculdade Cândido Mendes. He also holds a masters in business administration, or MBA, from COPPEAD Graduate School of Business, or COPPEAD, and the International Business and Management Education Center, or IBMEC. In 1986, he joined the Company as the officer in charge of logistics, purchases and sales of products and marketing. He ismember of the board of directors since 2006,currently the vice president of Profarma’s, and CEO, having been relected on April 30, 2018.|
|Manoel Birmarcker||Board Member|
|Mr. Birmarcker founded the Company in 1961. Prior to founding Profarma, he worked at Laboratório Moura Brasil, Farmaleraz, Organizações Victor Costa e Fábrica de Perfumes Tanagra. He also worked as a judge for the First Region in Rio de Janeiro. He was formerly a president of the Brazilian Chamber of Drugs, a director of the Brazilian Association of Pharmaceutical Business (Associação Brasileira do Comércio Farmacêutico), or ABAFARMA, and is currently the president of the Drug Wholesale Business Union in the State of Rio de Janeiro. Mr. Birmarcker holds a bachelor’s degree in accounting from Escola Técnica Frederico C. Mello in Rio de Janeiro and a degree in pharmacy from SENAC in Rio de Janeiro. He is a member of the board of directors since 2006 having been relected on April 30, 2018.|
|Armando Sereno Diógenes Martins||Board Member|
|Mr. Martins holds a bachelor’s degree in engineering from Instituto Militar and a post-graduate degree from New York University. From 1989 to 1991, he was a financial consultant at Accenture (Andersen Consulting) in the financial institutions sector. He was also a business development officer for Grupo Arbi. From 1994 to 1998, he was a senior officer of Banco de Investimentos Garantia. He was an officer at Credit Suisse First Boston – CSFB in Brazil for five years. He founded Singular Assessoria Financeira Ltda. in 2003. He is a member of the board of directors since 2006, having been relected on April 30, 2018.|
|Rafael Teixeira||Board Member|
|Mr. Rafael Teixeira has a degree in Engineering from the Pontifical Catholic University of Rio de Janeiro, a specialization in Supply Chain from Coppead and a postgraduate degree in MBA from the Tuck School of Business at Dartmouth College. He has worked for several companies such as Coca-Cola, The Boston Consulting Group and AmerisourceBergen. Since 2019 he has been Senior Vice President of Transformation at Amerisource Bergen Corporation where he has been working since 2010, having been President of Profarma Specialty between 2016 and 2018.|
|Sun Park||Board Member|
|Mr. Sun Park, business administrator, became Executive Vice President of Strategy and Development at AmerisourceBergen Corporation in May 2016. Mr. Park served as Senior Vice President of Business Development of AmerisourceBergen Corporation from November 2012 to May 2016. AmerisourceBergen Corporation operates in the pharmaceutical product distribution industry and, through its wholly-owned subsidiary, BPL Brazil Holding Company S.A.R.L., indirectly holds more than five percent (5%) of Profarma’s capital.|
|Dan Ioschpe||Independent Board Member|
|Mr. Ioschpe is currently one of Profarma’s independent directors. He is also currently the president of Iochpe-Maxion S.A., a diversified Brazilian manufacturing company. He was president of the Assessoria Geral de Programação e Orçamento in Brasil from 1996 to 1998. He received a bachelor’s degree in Journalism from the Universidade Federal do Rio Grande do Sul in 1986, and a graduate degree in marketing from ESPM-SP in 1988. He also received an MBA from Amos Tuck School at Darmouth College in 1991, having been relected on April 30, 2018 and Chairman of the Board of Directors on May 11, 2018.|
|Marcel Sapir||Independent Board Member|
|Independent Board Member|
Profarma’s Board of Executive Officers is composed of a minimum of two and a maximum of seven members, shareholders or not, resident in the country, elected by the Board of Directors, for a three-year term of office. They may be reappointed and shall remain in their positions until the election and his successors take office.
The Company’s Board of Executive Officers is responsible for the management of the business in general and the performance of all necessary or convenient acts, except those to which it is attributed – by law or Profarma’s By-Laws – the competence of the General Meeting or the Board of Directors administration.
The Board of Directors will meet ordinarily at least once a month and, extraordinarily, whenever required by the corporate business. Meetings shall be convened by the Chief Executive Officer at least 24 hours in advance, or by two thirds of the Directors, in this case at least 48 hours in advance, and the meeting shall be held only with the attendance of a majority of its members. The resolutions of the Board of Executive Officers shall be taken by majority vote of those present at the meeting or who have cast their votes in accordance with the Company’s Bylaws, subject to vacancy or temporary absence, pursuant to its Bylaws, and the Chief Executive Officer shall be responsible for quality vote.
The directors have individual responsibilities established by Profarma’s Board of Directors and Bylaws.
|Sammy Birmarcker||Chief Executive Officer|
|Mr. Birmarcker holds a bachelor’s degree in economics from Faculdade Cândido Mendes. He also holds a masters in business administration, or MBA, from COPPEAD Graduate School of Business, or COPPEAD, and the International Business and Management Education Center, or IBMEC. In 1986, he joined the Company as the officer in charge of logistics, purchases and sales of products and marketing. He is currently the vice president of Profarma’s board of directors and CEO, having been elected on August 06, 2009.|
|Maximiliano Guimarães Fischer||Chief Financial Officer|
|Holds a bachelor’s degree in mechanical engineering from Universidade Federal do Rio de Janeiro and an MBA from COPPEAD and IBMEC. He joined the Company in 1993 as its chief financial officer. Prior to joining Profarma, he held various positions in the finance department of Nova América Têxtil. Mr. Fischer is currently the managing, financial and investor relations officer a member of the board of directors at Profarma, having been elected on August 06, 2009.|
In accordance to the Brazilian Corporate Law, the Fiscal Council is a corporate body that is independent of management and external auditors and may function both permanently and non-permanently, in which case it will act during a specific fiscal year, when installed. Shareholders are required to represent at least 2% of the voting shares, and each period of its operation will end at the first Annual General Meeting, after its installation.
The main responsibilities of the Fiscal Council consist of: overseeing management activities, reviewing the Company’s financial statements and reporting its findings to shareholders. Brazilian Corporate Law requires members of the Fiscal Council to receive compensation of at least 10% of the average annual amount paid to the Company’s Officers. The Brazilian Corporate Law also requires the Fiscal Council to be composed of a minimum of three and a maximum of five members and their respective alternates.
Profarma’s By-Laws provide for a non-permanent Fiscal Council, elected only at the request of the Company’s shareholders at the general meeting.
Profarma’s Fiscal Council was established on April 30, 2018 and the following members have a term of office of one year from the installation.
|Economist registered at CORECON-RJ and accountant registered at CRC-RJ. He also pursues certificate of post graduation on Finance at PUC. Professor in administration at IBMEC. He has already been a counselor at Brasil Telecom Participações S.A.; Telemig Celular S.A. Tele Norte Celular Participações S.A.; Amazônia Celular S.A.; Daleth S.A., Eletron, TELESC e ANBID – Associação Nacional de Bancos de Investimentos. He is currently a Member of the auditing commiittee of Santos Brasil Participações S.A. ,Brasken S.A.,Brasail Insurance S.A. e da PIN – Participações industriais do Nordeste. Member and coordinator of the auditing commiittee of Banco Cruzeiro do Sul S.A. He also offers businesses consulting in financial areas, capital markets, partnerships, tributary, arbitraries, and court expert. He is a professor at IBMEC and Dom Cabral Fundation in Post Graduation courses. He is currently the President of our audit committee having been relected on April 30, 2018.|
|Elias de Matos Brito||Counselor|
|Alumnus on accounting by Faculdade de Ciências Contábeis e Administrativas Morais Júnior (Instituto Brasileiro de Contabilidade) in Rio de Janeiro. He also has an MBA certificate on Business Finance from Fundação Getulio Vargas. A specialist on financial market by Universidade Estacio de Sá – Rio de Janeiro and accounting law expert. He worked for 13 years in the Lundgren group – Casas Pernambucanas having taken the management position at: internal auditing, charge and credit, budget and control, financial and treasury. He was a liquidator of the Banco do Estado do Rio de Janeiro S.A. between 2002 / 2006, named by the state government of RJ. He is currently partner of the Exato Assessoria Contábil Ltda, court expert in the law court of the State of Rio de Janeiro, Member of the auditing commiittee of PIN – Participações industriais do Nordeste, Seguros Aliança da Bahia, HRT Participações em Petróleo S. A and Member of the board of directors of USIMINAS. He was named as a member of our audit committee on April 30, 2018.|
|Marcello Joaquim Pacheco||Counselor|
|Marcello Pacheco graduated in Law from Universidade São Francisco (USF) in 1995. He specialized in Corporate Law from FGV (2008/2009), Business Administration from FGV (2010) and Controllership from FGV (2012). Mr. Marcello currently serves as member of the Board of Directors of Companhia Energética de Brasília – CEB (2015/2017); as Alternate Member of the Audit Board of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. (2015/2017); Grendene S.A. (2015/2017) and Tegma S.A. (2015/2017) and as Sitting Member of the Audit Board of Triunfo Participações e Investimentos S.A. (2014/2017); Rossi Residencial S.A. (2013/2017); Tarpon Investimentos S.A (2016/2017) and Guararapes Confecções S.A ( 2014/2017).|