Cookies: Dexco uses cookies to personalize advertisements and improve the user experience on the website. By continuing to browse, you agree to our Privacy Policy.

Governance Structure

Novo mercado Segment

Our governance structure makes it possible to generate long-term value for our businesses and for all our stakeholders. It supports the execution of our Strategic Planning and enables the creation of mechanisms to mitigate risks and to search for market opportunities and continuous improvement of our ESG performance.

The Meeting elects the members of the Board of Directors, decides on the financial statements and the allocation of profits, resolves on any forms of corporate reorganization, among other attributions. Pursuant to the Brazilian Corporate Law, the Annual General Meetings are held once a year and all Documentation and records are made available at the CVM.

You can also access it at the link below:
General Shareholders Meeting Documents

The Company is managed by a Board of Directors, composed of at least five and at most eleven directors and alternates, and by an Executive Board, formed by at least six and at most 20 directors. The directors and officers have a unified term of office of one year, with reelection permitted.

Our Board’s primary mission is to protect the interests of all Dexco shareholders, with a focus on short- and long-term value creation.

Our Board of Directors:

  • defines the business strategies, considering the impacts of the company’s activities on society and the environment, with a view to the continuity of the business and the creation of long-term value;
  • periodically evaluates our exposure to risks and the effectiveness of risk management systems, internal controls and the compliance system;
  • defines the company’s values ​​and ethical principles and ensures the maintenance of transparency in the relationship with all interested parties;
  • annually reviews the corporate governance system, aiming to improve it.

To support its activities, the Board of Directors is supported by six Advisory Committees, which may include members of the Board of Directors, the Executive Board and independent members. We also have six committees in support of the Board and the Board.

Alfredo Egydio Setubal - President

Professional Experience during the last 5 years:

Dexco S.A.: (Non-executive Director) – President of the Board of Directors since April/2021 and Member since April/2015, having been Co-Chairman of the Board of Directors from April/2017 to April/2021; and Member of the People, Governance and Nomination Committee since July/2015.
Business sector: Civil Construction, Material for Construction and Decoration.

Companies that are part of the issuer’s economic group:

Alpargatas: Member of the Board of Directors since September/2017 and of the Strategy Committee since October/2017. Business Sector: Textile and Clothing.

Itaúsa S.A.: Effective Member of the Board of Directors since September/2008, having been Vice-President until April/2021; Chief Executive Officer and Investor Relations Officer since May/2015; Natural member of the Strategy and New Businesses, Governance and People, and Sustainability and Risks Committees since May/2021; Member of the Capital Markets Commission since May/2009, being Coordinator since May/2015; Coordinator of the Investment Committee since April/2017; Member of the Corporate Governance Committee since July/2020, being Coordinator since May/2021; Member of the Audit and Risk, Finance, and People and Ethics Committees since April/2017, having been a Member of the Investment Policies Committee from August/2008 to April/2011.
Business sector: holding company.

Itaú Unibanco Holding S.A.: Member of the Board of Directors since June/2007; Vice President and Investor Relations Officer from 1995 to February/2015; Member of the Disclosure and Trading Committee since November/2008, having been President from November/2008 to February/2015; Member of the Nomination and Corporate Governance Committees since August/2009 and of Accounting Policies from May/2008 to April/2009; Member of the People Committee and Risk and Capital Management Committee since April/2015 and Member of the Social Responsibility Committee since January/2019.
Business sector: financial holding company.

Itaú Unibanco S.A.: Vice President from April/1996 to March/2015; Executive Director from May/1993 to June/1996; Managing Director from 1988 to 1993. Sector of activity: multiple-service bank, with commercial portfolio.
Business sector: multiple-service bank, with commercial portfolio.

Itautec S.A. – Itautec Group: Substitute Member of the Board of Directors from April/2015 to August/2019.
Business sector: holding of non-financial institutions.

Management positions held in other companies or third sector organizations:

Itaú Foundation for Education and Culture: Chairman of the Board of Trustees since September/2018; Brazilian Association of Public Companies – ABRASCA: Member of the Board of Directors from 1999 to 2017; Brazilian Institute of Investor Relations – IBRI: Chairman of the Board of Directors from 1999 to 2009 and Member of the Superior Guidance, Nomination and Ethics Committee since January/2010; Museum of Modern Art of São Paulo – MAM: Financial Director from 1992 to April/2019 and Member of the Deliberative Council since May/2019; MASP: Member of the Deliberative Council since September/2014 and President since October/2018, having also been from September/2016 to September/2019; Bienal de São Paulo: Vice-Chairman of the Foundation’s Board of Directors since June/2009; Cardinal Partners: Member of the Committee since December/2018; Hospital Infantil Sabará: Member of the Board since September/2009; Copagaz Distribuidora de Gás S.A.: Full Member of the Board of Directors since December/2020; and Liquigás Distribuidora S.A.: Full Member of the Board of Directors since December/2020.

Academic education: graduated in 1980 and post-graduated in Business Administration from Fundação Getúlio Vargas, with a specialization course at INSEAD (France).

Alfredo Egydio Arruda Villela Filho - Vice-President

Professional Experience during the last 5 years:

Dexco S.A.: (Non-executive Director) – Membro do Conselho de Administração desde 1996 e Vice-Presidente desde agosto/2008, Presidente do Comitê de TI e Inovação Digital desde maio de 2021, tendo sido de maio/2017 a maio/2019 e Membro do Comitê de Pessoas, Governança e Nomeação desde novembro/2009.
Setor de atuação: Construção Civil, Material para Construção e Decoração.

Companies that are part of the issuer’s economic group:

Itaúsa S.A.: Vice-President since February/2018; Member of the Board of Directors from August/1995 to April/2017, having been Chairman from May/2015 to April/2017 and Vice-Chairman from May/2011 to May/2015; Chief Executive Officer from September/2009 to May/2015; Chairman of the Disclosure and Trading Committee from April/2005 to May/2015; Chairman of the Investment Policies Committee and Member of the Accounting Policies Committee from August/2008 to April/2011.
Business sector: holding company.

Itaú Unibanco Holding S.A.: Vice-Chairman of the Board of Directors from March/2003 to April/2017; Member of the Disclosure and Trading Committees from May/2005 to July/2015, of Appointment and Corporate Governance from June/2009 to April/2017, of Compensation from February/2011 to May/2017 and of Accounting Policies from May/2008 to April /2009.
Business sector: holding company.

Itautec S.A. – Itautec Group: Member of the Board of Directors from April/1997 to April/2017, having been Vice-Chairman from January/2010 to April/2017, Chairman from April/2009 to January/2010 and Vice-Chairman from April/1997 to April/2009.
Business sector: holding of non-financial institutions.

Management positions held in other companies or third sector organizations:
Alana Institute: Director since February/1992. Alpe Intermediações de Negócios S.A.: Director since August/2017. Yandeh S.A.: Director since December/2008.

Academic Education: Mechanical Engineer, graduated from the Mauá Engineering School of the Mauá Institute of Technology in 1992 and Postgraduate in Business Administration from Fundação Getúlio Vargas.

Helio Seibel - Vice-President

Professional Experience during the last 5 years:

Dexco S.A: (Non-executive Director) – Member of the Board of Directors since 1999, currently Vice-President since April/2021, Full Member since April/2013, having also been from 1999 to April/2012 and Alternate Member from April/2012 to April/2013, Member of the People Committee , Governance and Appointment from November/2009 to April/2015, Member of the Audit and Risk Management Committee from November/2009 to May/2011 and Chairman of the Finance Committee since December/2021.
Business sector: Civil Construction, Material for Construction and Decoration.

Company controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer:

Ligna Florestal Ltda.: Superintendent Director since 1983. Industry in which it operates: non-financial holding.

HS Investimentos S.A.: Chief Executive Officer since November/2013. Sector in which it operates: Assets and Finance Investment Company.

Leo Madeiras, Máquinas & Ferragens Ltda.: Chairman of the Board of Directors since November/2015. Business sector: trade in wood, hardware, artifacts, by-products and related products.

GNP S.A.: Member of the Board from April/2010 to April/2018. Business sector: energy. Espaço Negócios Imobiliários Ltda.: Officer since September/2002. Business sector: development of real estate projects.

Management positions held in other companies or third sector organizations:

IDV – Instituto de Desenvolvimento do Varejo: Member of the Board of Directors since December/2008, having been President from 2007 to 2008. Klabin S.A.: Member of the Board of Directors from 2015 to 2019. Pinacoteca de São Paulo: Member of the Board of Directors since September/ 2017. MASP: Member of the Board of Directors since 2016; MAM: Vice-Chairman of the Board since 2019; MUBE: Member of the Board of Directors since 2016; Melnick Even Desenvolvimento Imobiliário S.A: Member of the Board of Directors since November/2020; and Young Presidents Organization- YPO/WPO: Member since 1995.

Academic Education: Business Administrator graduated from Fundação Getúlio Vargas – SP, in 1975.

Andrea Laserna Seibel - Member
Ricardo Egydio Setubal - Member
Rodolfo Villela Marino - Member

Professional Experience during the last 5 years:

Dexco S.A.: (Non-executive Director) – Member of the Board of Directors since April/2008 and Full Member since August/2009, Member of the People, Governance and Nomination Committee since May/2020, having also been from April/2018 to May/2019, and from November/2009 to May /2017, Chairman of the Sustainability Committee since May/2019 and member since November/2009; Member of the Audit and Risk Management Committee from November/2009 to March/2022, Member of the Disclosure and Trading Committee from May/2019 to May/2020, having also been from May/2017 to April/2018, from April/2018 2015 to April/2016, from April/2013 to April/2014, from May/2011 to April/2012 and from November/2009 to April/2010 and Member of the Finance Committee since December/2021.

Companies that are part of the issuer’s economic group:

Alpargatas: Member of the Board of Directors since September/2017, Member of the Strategy and People Committees since October/2017, and Member of the Statutory Audit Committee since April/2018.
Business Sector: Textile and Clothing.

Itaúsa S.A.: Vice-President since May/2015 and Effective Member of the Board of Directors since April/2011, having been Alternate from April/2009 to April/2011; Member of the Disclosure and Trading Committee since May/2009 and Investment Policy Committee from August/2008 to May/2011, having been Coordinator from May/2010 to May/2011, Coordinator of the People and Ethics Committee and Member of the Finance Committees , Investments, and Sustainability and Risks since April/2017 and Member of the Social Impact Committee since Jun/19, and member of the Corporate Governance Committee since July/20.
Business sector: holding company.

Itautec S.A. – Itautec Group: Vice-Chairman of the Board of Directors from May/2017 to August/2019 and Member since April/2008, Member of the People and Governance Committee from April/2012 to January/2015, of the Strategy Committee from September/2010 to January/2015 and the Audit and Risk Management Committee from September/2010 to April/2012.
Business sector: holding of non-financial institutions.

Rudric Ith Participações Ltda: Managing Director since April/2005. Business sector: Holdings of non-financial institutions.

Management positions held in other companies or third sector organizations:

taú Foundation for Education and Culture: Member of the Board of Trustees since May/2019; Young Presidents Organization-YPO/WPO: Member since December/2011; IBGC – Inst. Brazilian Corporate Governance: Member of the Sustainability Committee since August/2019; IEDI – Inst. for Development Studies. Industrial: Member of the Board of Directors since August/2015; IBÁ – Brazilian Tree Industry: Member of the Advisory Board since December/2017; Inst. Unibanco: Member of the C.A. since April/2014; and Todos pela Educação: Member of the Governance Council since April/2017.

Academic Education: Business Administrator graduated from Fundação Getúlio Vargas, Master in Development Studies and in Economics and Philosophy from LSE – London School of Economics and Political Science.

Juliana Rozenbaum Munemori - Substitute Member

Professional Experience during the last 5 years:

Dexco S.A.: (Non-executive Director) – Member of the Board of Directors, of the Audit and Risk Management Committee and of the Committee for the Evaluation of Transactions with Related Parties since June/2016, being Chairman of the latter from May/2019, Member of the IT and Digital Innovation Committee of August/2020 to May/2021, being elected in April/2022 and Member of the Finance Committee since December/2021.
Sector of activity: civil construction, material for construction and decoration.

Management positions held in other companies or third sector organizations:

Viva Decora Internet S.A.: Member of the Board of Directors from November/2018 to July/2020. EDP ​​- Energias do Brasil S.A.: Independent Member of the Board of Directors, of the Corporate Governance and Related Parties Committee, and of the Inclusion and Diversity Committee since April/2018. Cogna Educacao S.A.: Member of the Board of Directors, the People and Governance Committee and the Strategy Committee since November 2019. Suzano Papel e Celulose S.A.: Member of the Strategy Committee from December 2018 to March 2022. Eurofarma Laboratórios S.A.: Member of the Advisory Board since January/2019. Lojas Renner S.A.: Independent Member of the Board of Directors and Member of the Strategy Committee since April/2017. Arezzo&Co S.A.: Member of the Board of Directors and Coordinator of the Strategy Committee from July/2013 to April/2021. He has over 13 years of experience in Sell Side Equity Research, with a primary focus on companies in the Consumer and Retail sector. He worked at several financial institutions between 2007 and May 2013, but primarily at Itaú BBA. Between 2013 and 2017, she worked as a consultant in consumer and retail projects at Itaú BBA’s Investment Banking. She is also a member of the Advisory Board of GoCase, a company of Endeavor Entrepreneurs, an organization of which she is an active mentor. Previously, he worked as an economist on the Buy Side of institutions such as JGP, Pactual and Icatu. Over the years, it has been awarded several times by Institutional Investor for its coverage of the Retail and Consumer Goods sectors.

Academic Education: Graduated in Economics from the Pontifical Catholic University (PUC) of Rio de Janeiro and holds the CFA® designation.

Independence criteria: meets the independence criteria set out in the Novo Mercado Regulation of B3 S.A. – Brazil, Stock Exchange, Counter.

Declares that she is not a director of the company, its subsidiaries, affiliates or its controlling shareholder.

Márcio Fróes Torres - Independent Member

Professional Experience during the last 5 years:

Dexco S.A.: (Independent Member) Member of the Board of Directors, Chairman of the People, Governance and Nomination Committee and Member of the Committee for the Evaluation of Transactions with Related Parties since October/2020 and Member of the Sustainability Committee since January/2021. Business sector: Civil Construction, Material for Construction and Decoration.

Companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer:

Member of the Investment Committee of DX VENTURES Fundo de Investimento em Participações Multi Estratégia Investimento no Exterior since August/2021.

Other third sector companies or organizations:

Gerdau S.A.: Member of the Board of Directors from April/2019 to April/2021 and member of the Remuneration Committee from July/2020 to April/2021; Falconi Participações S.A.: Chairman of the Board of Directors since December/2019; FRST Falconi: Member of the Management Committee since December/2019; Falconi Capital: Member of the Advisory Committee since October/2018; and Companhia de Bebidas das Américas – Ambev and AB-Inbev: working for 25 years, held positions in different areas until April/2017, having been Vice President of People and Management and VP of Supply for Latin America and North America , Vice President of Sales for Canada, CEO of Labatt Brewing Company, and in 2014, at the same time as CEO of Cervecería y Malteria Quilmes, Zone President of AB-Inbev for the countries of South America except Brazil and Executive Board Member at AB-Inbev.

Academic Education: Chemical Engineer graduated from UFRJ in 1993 and Master in Brewing Technology from Universidad Politécnica de Madrid in 1998. Independence criteria: meets the independence criteria set out in the Novo Mercado Regulation of B3 S.A. – Brazil, Stock Exchange, Counter.

Raul Calfat - Indepedent Member

Professional Experience during the last 5 years:

Dexco S.A.: (Independent Member) – Member of the Board of Directors, Member of the Committee for the Evaluation of Transactions with Related Parties since April/2014, having been President from June/2014 to May/2019 and Chairman of the Audit and Risk Management Committee since May/2019, as Member since April/2014 and Member of the Finance Committee since December/2021.
Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

Aché Laboratórios Farmacêuticos S.A.: Chairman of the Board of Directors since September/2018. Fibria Celulose S.A.: Member of the Board of Directors and of the Innovation Committee from December/2009 to December/2018; Votorantim Participações S.A.: Chairman of the Board of Directors from January/2014 to April/2019 and of the Finance, Compensation and Personnel, and Image and Reputation Committees; Hospital Sirio-Libanês: Member of the Board from April/2015 to April/2020 and of the Strategy and Finance, and Productivity and People Committees; Embraer S.A.: Vice-Chairman of the Board of Directors, coordinator of the Strategy Committee and member of the Audit and Risk Committee since April/2017; Fleury S.A.: independent member of the Board of Directors and Transformation Committee since April/2021; Senior Advisor of RGE Pte Ltd, in Singapore, for Group Fiber Business and for Bracell SP Celulose Ltda, Brazil, since March/2020; Senior Advisor at Macquarie Serviços Agricolas Participações Ltda., since January/2020; and Member of the Advisory Board of China Three Gorges Brasil Ltd since January/2021.

Academic Education: Graduated in Business Administration from Fundação Getúlio Vargas (FGV), with specialization courses from the International Institute for Management Development (IMD), in Switzerland.

Independence criteria: meets the independence criteria set out in the Novo Mercado Regulation of B3 S.A. – Brazil, Stock Exchange, Counter.

Declares that he is not a director of the company, its subsidiaries, affiliates or its controlling shareholder.

Alex Laserna Seibel - Substitute Member

Professional Experience during the last five years:

Dexco S.A. (Non-executive Director): Member of the Board of Directors since April 2021, currently Alternate Member since April 2021; and member of the Sustainability Committee since May 2021. Sector of activity: Civil Construction, Material for Construction and Decoration.

Companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer:

HS Investimentos S.A: Managing partner since 2013. Business sector: non-financial holding company.

Positiv.a Comercialização de Produtos e Serviços Ecológicos Ltda.: Founding partner and administrator since 2015. Business sector: Retail sale of household cleaning products.

Apolo Energia Ltda.: Founder and managing partner since 2017. Business sector: Purchase and sale of real estate.

Positive Ventures Participações Ltda.: Managing partner since 2018.
Business sector: Business management consultancy activities, except specific technical consultancy.

Positiva 01 Incorporação Ltda.: Managing partner since 2015; Business sector: Real estate development.

Moreira e Toledo Cia Ltda. (Leo Madeiras – Feira de Santana): Managing partner since 2015.
Business sector: trade in wood, hardware, artifacts, by-products and related products.

Outras sociedades ou organizações do terceiro setor:
Instituto Leo: Board member since 2015; and ARCAH – Citizenship Rescue Association for Love of Humanity: Founder and administrator since 2013.

Alexandre de Barros - Substitute Member

Professional Experience during the last 5 years:

Dexco S.A.: Alternate Member of the Board of Directors and Chairman of the IT and Digital Innovation Committee since April 2022 and Specialist Member of the latter since June 2017 and member of the People, Governance and Nomination Committee since May 2021.
Sector of activity: civil construction, material for construction and decoration.

Companies that make up the issuer’s group:

Itaú Unibanco S.A.: Member of the Audit Committee since June/2021. Vice President of the technology area from January/2011 to April/2015; Executive Director (CIO) of Hardware, Software, Telecommunications, Channels, Data and Application Systems Infrastructure from April/2007 to December/2010; Executive Director of credit, modeling individual products, channels and CRM from April/2005 to April/2007.
Business sector: multiple-service bank, with commercial portfolio.

Other third sector companies or organizations:

Diagnostics of America S.A. (DASA): Member of the Board of Directors since April/2015; and Serasa S.A.: Member of the Board of Directors from April/2003 to June/2007, having been President from April/2006 to June/2007.

Academic Education: Graduated in Aeronautical Infrastructure Engineering from Instituto de Tecnologia da Aeronáutica (ITA) in 1980, with a Specialization in Risk Management from INSEAD in 2003, MBA from New York University in 1986 and Course for Board Members – IBGC in 2015.

Paula Lucas Setubal - Substitute Member

Professional Experience during the last five years:

Dexco S.A.: Alternate Member of the Board of Directors, Member of the Audit and Risk Management Committee from May/2020 to March/2022 and of the People, Governance and Nomination Committee since May/2020, having been Listener of (i) Board of Directors of February/2020 to May/2020 and (ii) the People, Governance and Nomination Committee from February/2020 to May/2020 and during 2017 and Member of the Finance Committee since December/2021. Business sector: Civil Construction, Material for Construction and Decoration.

Companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer:

Itaúsa S.A.: Listener of the Board of Directors since February/2020. Business sector: holding company.

Other third sector companies or organizations:

Fundação Itaú Social: Member of the Advisory Board (Advisory Group) since February/2017; Family Office: Member of the Family Council from 2011 to 2016, having been Coordinator from 2012 to 2014; Colégio Santa Cruz: Teacher of Early Childhood Education from 2011 to 2016.

Academic Background: Pedagogue graduated in 2003 and post-graduated in Psychopedagogy in 2006 from the Pontifical Catholic University of São Paulo (PUC-SP).

Overboard

The fact that Dexco’s independent directors sit on the boards of other companies may raise the issue of overboard. We believe that this problem does not occur in Dexco’s governance, as demonstrated by the strong attendance of these directors at meetings.

Internal Regulations of the Board of Directors

Since 2010, the Company has had an Internal Regulation for its Board of Directors, which aims to regulate the functioning of Dexco’s Board of Directors, the Committees linked to it, as well as the relationship between the Board and the other bodies of the Company, in compliance with the provisions of the Bylaws, the Shareholders’ Agreement and the legislation in force.

 

Dexco’s Fiscal Council became a permanent body, provided for in the Bylaws, as of the Annual General Meeting of April 2022. It is composed of three full members and three alternate members, elected by the General Meeting, with a Chairman and his substitute chosen by the Directors, among their peers

Guilherme Tadeu Pereira Júnior - President

Professional Experience during the last 5 years:

Dexco S.A.: (Effective Fiscal Member) since April/2021, having been a full member from April/2018 to April/2019. Business sector: Civil Construction, Material for Construction and Decoration..

Companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer:

Alpargatas S.A.: effective member of the Fiscal Council from November/2018 to April/2019. Business sector: holding of non-financial institutions.

Itaúsa S.A.: effective member of the Fiscal Council since December/2020, having also been from April/2018 to April/2019, as well as an alternate member from May/2019 to December/2020. Business sector: holding of non-financial institutions.

Itautec S.A. – Itautec Group.:Administrative and Financial Vice-President (CFO) from Apr/13 to Apr/15 and Administrative and Financial Executive Officer (CFO) from Mar/12 to Mar/13. Business sector: holding of non-financial institutions.

Management positions held in other companies or third sector organizations:

Oki Brasil Indústria e Comércio de Produtos e Tecnologia em Automação S.A.: Member of the Board of Directors from Jan/2014 to Apr/2014 and Member of the Audit Committee from Jan/14 to Apr/2014. Sector of activity: industry and trade of products and technology in automation. Minuto Corretora de Seguros S.A.: Vice President of Operations (COO) since March/2020, having been Administrative and Financial Director (CFO) from Aug/2017 to February/2020 and Financial Consultant from Aug/2015 to Jul/2017 and, since Aug/2017. Business sector: insurance brokerage.

Academic Education: Graduated in Public Administration from Unisul in 2008, MBA in Finance with emphasis in Controlling and Auditing from FGV in 2011 and Business Specialization courses held in the Netherlands.

Rodolfo Latini Neto - Substitute Member

Professional Experience during the last 5 years:

Dexco S.A.: (Substitute Fiscal Member) since April/2021. Business sector: Civil Construction, Material for Construction and Decoration.

Companies controlled by a shareholder of the issuer that holds a direct or indirect interest equal to or greater than 5% of the same class or type of security of the issuer: 

Itaú Unibanco Holding S.A.: Investor Relations Superintendent from 2009 to September/2013. Business sector: holding.

Itaúsa S.A.: Investor Relations Superintendent from October/2013 to April/2017 and executive from April/2006 to April/2010. Business sector: holding company.

Itaúsa Empreendimentos S.A (incorporated by Itaúsa S.A.): Managing Director from October/2013 to April/2017: consulting activities in business management.

Itautec S.A.: Officer, Investor Relations Officer and Member of the Disclosure Committee from April/2015 to May/2017. Business Sector: holding of a non-financial institution.

Management positions held in other companies or third sector organizations:

OneConnect Consultoria Empresarial Ltda: Director since May/2017. Business sector: consulting

Academic Education: Graduated in Business Administration from Fundação Armando Álvares Penteado in 1980.

Isabel Cristina Lopes - Member

Professional Experience during the last 5 years:

Dexco S.A.: (Effective Fiscal Member) Member of the Fiscal Council since April/2022. Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

Original Bank: Statutory Member of the Audit Committee since September/2019. Business sector: digital banking. FIPECAFI: Professor and Consultant since May/2017. Business sector: accounting and actuarial topics, including education and consulting activities. BIP Brasil – Financial Services: Director since July/2016. Business sector: international consultancy..

Academic Education:Degree in Economics – FAAP – São Paulo – SP (1994), Executive MBA in Finance – BSP (2000), Master in Accounting – FECAP (2019).

Gustavo Amaral de Lucena - Substitute Member

Professional Experience during the last 5 years:

Dexco S.A.: (Substitute Fiscal Member) since April/2022. Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

OLX Group.: Risk Director since 2021.
Business sector: e-commerce. Deloitte Brazil: Partner from 2012 to 2021. Industry in which it operates: provision of audit & assurance services. PwC Brazil: Manager/Senior Manager and Director of Risk Consulting from 1999 – 2012. Industry in which it operates: provision of audit & assurance services.

Academic Education:Graduated in Economics (UniSantanna 1996), MBA in Marketing (UniSantanna 1998), MBA in Banking (FGV 1998), Graduated in Accounting (Luziwell 2003) and MBA in Strategy and Disruptive Market (FIAP Corporate – 2019).

Raul Penteado de Oliveira Neto - Member

Professional Experience during the last 5 years:

Dexco S.A.: (Effective Fiscal Member) since April/2022. Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

Green Building Council Brazil: Chairman of the Board of Directors since Sep/2020. Business sector: civil construction. New Energies Comercializadora S.A.: member of the Board since August/2019. Business sector: development and investment in renewable energy projects. Anjo Tintas S.A.: member of the Board of Directors since May/2019. Business sector: manufacturing of paints. Mineração Buritirama – Bonsucex Group: member of the Board of Directors since May/2017. Business sector: manganese.

Academic Education: Graduated in Law from Universidade Mackenzie – 1985

Victor Zavagli Junior - Substitute Member

Professional Experience during the last 5 years:

Dexco S.A.: (Substitute Fiscal Member) Substitute Member of the Fiscal Council since April/2022. Tax Manager – Corporate from November 2018 to August 2020. Sector: Civil Construction, Construction Material and Decoration.

Management positions held in other companies or third sector organizations:

ZCT – Zavagli Tax Consulting: Managing Partner since Jan/2021. Business sector: tax consultancy.

Academic Education: Graduated in Business Administration from Universidade São Judas Tadeu – 1983

Dexco’s Executive Board will be composed of a minimum of 6 (six) and a maximum of 20 (twenty) directors, elected and dismissed at any time by the Board of Directors, for a term of office of 1 (one) year, reelection being permitted. The election of the Board of Executive Officers will preferably take place on the same date as the Annual Shareholders’ Meeting, as provided for in the Company’s Bylaws.

Antonio Joaquim de Oliveira - Director President

Professional Experience during the last 5 years:

Dexco S.A.: Chief Executive Officer and Member of the IT and Digital Innovation Committee since June 2017. He was a member of the Disclosure and Trading Committee from April 2013 to April 2022, which ceased to be a Committee and became a Committee on 04/2022 . He was also Investor Relations Officer from August 2016 to April 2017, he held the position of Vice-President of the Madeira Business Unit from December 2014 to October 2016, Executive Officer from August 2009 to April 2013 and Executive Officer Manager from November 2004 to August 2009. Joined the Company in August 1986, being responsible for the Forestry Area.
Business sector: Civil Construction, Material for Construction and Decoration.

Academic Education: Forest Engineer graduated from the Federal University of Viçosa, in 1984, with a master’s degree in Economics and Forest Planning at the same institution, in 1986, with a specialization in Strategic Business Management from Fundação Getúlio Vargas, in 1994.

Marcelo Izzo - Director Vice-President Deca and Tiles

Professional Experience during the last 5 years:

Dexco S.A.: Vice-President, responsible for the DECA Business Unit since April 2018. In January 2021, he assumes responsibility for integrating and managing the Deca and Ceramic Tiles Business Units. DX VENTURES FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTISTRATEGY INVESTIMENTO NO EXTERIOR: Member of the Investment Committee since August/2021.
Business sector: Civil Construction, Construction Material and Decoration.

Management positions held in other companies or third sector organizations:

He has extensive experience in managing companies, mainly in the consumer segment, such as Diageo, Kraft Foods and British American Tobacco (BAT), from 2012 to Dec/2017, having been General Director of Solar Coca-Cola.

Academic Education: Graduate in Advertising from FAAP/SP, Postgraduate in Marketing from ESPM, MBA from Business School SP and Advanced Management Program from Harvard Business School.

Raul Guimarães Guaragna - Director Vice President Wood Division

Professional Experience during the last 5 years:

Dexco S.A.: Dexco S.A.: Vice-President, responsible for the Wood Unit since June 1, 2021. Actuation Sector: Civil Construction, Construction Material and Decoration.

Management positions held in other companies or third sector organizations:

Tereos Açúcar e Energia Brasil S.A. – Director of Operations Agri-Industrial Operations from 2016 to May/2021. Business sector: sugar. International Paper: Operations Director from 2013 to 2016 and International Business Unit Director from 2010 to 2012. Industry in which it operates: pulp and paper.

Academic Education: Graduated in Business Administration from FGV/EAESP in 1994. Specialization in Supply Chain from Fundação Vanzolini/ USP in 2001 and International Executive MBA Program from FIA/USP in 2008.

Cleonyr Galvão Xavier Filho - Commercial Directos Deca and Tiles

Professional Experience during the last 5 years:

Dexco S.A.: Director since October 2019, responsible for the Deca commercial area.
Business sector: Civil Construction, Construction Material and Decoration.

Positions in other companies or third sector organizations:

Solar Coca-Cola: Commercial Director from July 2013 to September 2019, Key Account Director from 2015 to 2016 and General Manager from January 2012 to June 2013 Business Sector: beverage industry. President of the Employers’ Union of Beverages of the State of Bahia – SINDCERB; and Industry representative at FlEB – Federation of Industry of the State of Bahia.

Academic Education: Bachelor in Business Administration (FACS-Faculdades Salvador-BA, 1996), Specialization in Marketing (FGV/RJ-Fundação Getúlio Vargas, 1999), MBA in Business Management (FGV/SP- Fundação Getúlio Vargas, 2007), MBA in Finance, Auditing and Controlling (FGV, 2015) and MBA in Business Management (Fundação Dom Cabra l, 2016).

Carlos Henrique Haddad - Director Vice President of Administrations, Finance and I.R.

Professional Experience during the last 5 years:

Dexco S.A.: Vice-President responsible for administration, finance and IR since May 2020, having been Officer from September/2016 to May/2020, and Investor Relations Officer since April 2017. He was a member of the Disclosure and Trading Committee in the period of September 2016 to April 2022, and it ceased to be a Committee and became a Committee on 04/2022. DX VENTURES FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTISTRATEGY INVESTIMENTO NO EXTERIOR: Member of the Investment Committee since August/2021. Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

Whirlpool S.A. (1994 to February 2016): Responsible for the finance, IT, Strategic Planning, IR and Internal Audit areas of operations in Latin America, reporting to the region’s CEO and functionally to the Global CFO. He also held positions of CFO at Embraco – Compressors Business Unit, LATAM Regional Controller, Treasury Director and Financial Manager. Business sector: Manufacture and Commercialization of Appliances and Compressors. Caterpillar Brasil Ltda. (1986 to 1994): He held positions in the areas of Control (Planning and Budgets) and Treasury (Cash Management, Investments and Funding). Business sector: Manufacture and Sale of Heavy Construction Equipment.

Academic Education: Business Administrator, graduated from Fundação Armando Álvares Penteado (FAAP) in 1987.

Daniel Lopes Franco - Director of IT and Innovation

Professional Experience during the last 5 years:

Dexco S.A.: Director, responsible for the IT, Business Development and Innovation area, member of the IT and Digital Innovation Committee since June 2019. DX VENTURES FUNDO DE INVESTIMENTO EM PARTICIPAÇÕES MULTISTRATEGY INVESTMENT ABROAD: Member of the Investment Committee since August/2021. Business sector: Civil Construction, Construction Material and Decoration.

Management positions held in other companies or third sector organizations:

Previously, he was the global Vice President of the solvents business unit at Rhodia S/A, a company where he worked for 14 years.

Academic Background: Production engineer graduated from Instituto Mauá de Tecnologia; Postgraduate in Industrial Administration from USP, MBA from École de Management to L’Université Jean Moulin (Lyon – France), Executive Extension in Strategic Marketing from INSEAD (Fontainebleau – France) and Executive Training for Chief Technology Officers from Haas School of Business , UC Berkeley.

Gilmar Menegon - Director of Tiles Division

Professional experience during the last 5 years:

Dexco S.A.:Director of the Coatings unit since 2018. Sector of activity: Civil Construction, Construction Material and Decoration.

Management positions held in other companies or third sector organizations:

Cerâmica Urussanga S.A.: Joined the Company in 1987. In 2010, he became Managing Director and then Chief Executive Officer. Member of the Board of Directors of Infragás – Infraestrutura de Gás para a Região Sul S.A. Effective member of the Board of Directors of ANFACER- National Association of Ceramic Manufacturers for Sanitary and Similar Ceramics Coating. Member of the Superior Council of ACIC – Commercial and Industrial Association of Criciúma.
Business Sector: Civil Construction, Material for Construction and Decoration.

Academic Education:Ceramic Technician graduated from Colégio Maximiliano Gaidzinski in Cocal do Sul in 1985. Surveyor engineer graduated from UNESC – Universidade do Extremo Sul de SC in 1994. Specialization in Business Management from the Pontifical Catholic University of Paraná and Canadian Industries Study Program from SAIT – Southern Alberta Institute of Technology – Alberta/Canada in 2001.

Glizia Maria do Prado - Director of People and ESG

Professional Experience during the last 5 years:

Dexco S.A.: Director responsible for the People and ESG area since April 2021. She took over the HR and Communication area in 2019 and served as Human and Organizational Development Manager from December 2015 to 2018.
Business sector: Civil Construction, Material for Construction and Decoration.

Management positions held in other companies or third sector organizations:

Professional with 20 years of experience in Human Resources, having worked in national and multinational companies, in the retail, financial and automotive segments, such as Grupo Pão de Açúcar, Banco Real ABN AMRO and Fiat Chrysler Automóveis.

Academic Education: Graduated in Psychology from PUC-MG, in 2001, she has an MBA in Business Management from Fundação Dom Cabral/MG, in 2010, and a Professional Master’s in Administration from PUC-MG, in 2014.

José Ricardo Paraíso Ferraz - Director of Wood Division Operations

Professional Experience during the last 5 years:

Dexco S.A.: Director since July 2013, responsible for the operations of the Wood Division. He joined Duratex Florestal in 1984 and remained until June 2013, having been Head of Forestry Division (1984 to 1994), Forestry Manager (1994 to 2008), Executive Forestry Manager (2008 to 2011) and Forestry Director (2011 to 2013). Business sector: Civil Construction, Material for Construction and Decoration.

Academic Education: Agronomic and Forestry Engineer graduated from ESALQ – USP, in 1983.

Juan Fernando Vasquez - Director of Dexco Colombia

Professional Experience during the last 5 years:

Dexco S.A.: Duratex Colombia Director since June 2012, having been General Manager of Tablemac S.A. from March 2009 to May 2012. Joined the Company in 2009, responsible for managing the industrial operation in Colombia and commercial operations in the Andean region and Central America. Sector of activity: civil construction, material for construction and decoration.

Academic Education:Mechanical Engineer graduated from Universidad Pontifica Bolivariana in Medellín in 1987, and candidate for a Masters in Economics from Universidad de los Andes in Bogotá in 1991.

Marco Antonio Milleo - Industrial Director of Deca

Professional Experience during the last 5 years:

Dexco S.A.: Director since June 2013, having been Managing Director from October 2007 to May 2013. He joined the Company in 1984, responsible for the Deca/Hydra Industrial Department. Business sector: Civil Construction, Material for Construction and Decoration.

Academic Education: Mechanical Engineer graduated from Faculdade de Engenharia Industrial – FEI, in 1983, and post-graduated in Marketing Management from Fundação Getúlio Vargas, in 1992.

The governance secretary directly supports all aspects related to the governance system, with autonomy and impartiality, through the management of the flow of information and the integration between deliberative (general meeting and board of directors), executive (president and other directors) bodies. , supervisory (fiscal council, audit committee, audits) and advisory (committees).

Sustainability Committee



Comission

To meet market demands, improve management and take advantage of business synergy, Dexco improves its governance model with the creation of Advisory Committees highlighted below, which aim to assist the Executive Board.

Investment Commission

Analyzes Dexco’s competition and competitiveness, in addition to monitoring and approving the Company’s investments in permanent assets. It is formed by a coordinator and five members.

Risk Commission

This committee assesses and monitors the risks involved in the Company’s operations and activities, being coordinated by the internal audit, risk management and Compliance management and composed of the members of the Executive Board.

Ethics Commission

The Ethics Committee ensures compliance with the Company’s Code of Conduct, evaluates and decides on critical behavior in violation of the Code and other internal rules of the Company, as well as the Legislation, deciding on the possible application of disciplinary measures. It is composed of the Executive Committee, internal audit management, risk management and compliance, legal management and human and organizational development.

Data Protection and Privacy Commission

Its objective is to monitor data management in the Company in relation to the General Data Protection Law, as well as to resolve on matters related to it. It reports its activities to the Executive Committee and is made up of the internal audit, risk management and compliance, information and data security, Shared Services Center (CSC) and legal departments.

ESG Comission

Evaluates ESG aspects and practices, debates and advises on topics such as the analysis of new market demands on the Company’s role in social actions, the environment and governance. It consists of an ESG manager and five members.

Disclosure and Trading Commission

Advises the Investor Relations Officer, reviews and approves the information disclosed to the market, previously analyzes the content of the materials for meetings with investors and analysts (road shows) and public presentations that contain information about the Company; analyzes the content of responses referring to official inquiries from regulatory and self-regulatory bodies, thus helping to comply with the Company’s Policy for Trading Securities and Disclosure of Relevant Act or Fact. It is made up of a member of the Board of Directors, in addition to the Chief Executive Officer, Investor Relations Officer, and the legal and ESG managers.

.

Some of our governance practices

  • Shares listed on the Novo Mercado of B3
  • 100% Tag-Along rights for the shares
  • Only ordinary shares are in circulation
  • More than 30% of independent members on the Senior Board of Directors
  • Dividend policy requiring a minimum distribution of 30% of adjusted net earnings
  • Nenhum membro do conselho possui ou pode ter posição executiva dentro da companhia
  • Six committees advise the Board of Directors
  • Departments of Risk Management, Compliance, Audit and Whistleblower Channel.

Learning more

Read our Reference Form