Management

Board of Directors

The Company is managed by the Board of Directors, which is currently comprised of 7 members. Directors are elected by the annual shareholders’ meetings for a term of office of two years. Directors should be the Company’s shareholders. Directors can be removed by the shareholders on any time. The duties of the Board of Directors include: to lay down the Company’s overall policies, elect the officers, supervise the Management and approve certain transactions carried out by the Company. The Board of Directors, in conformity with the Bylaws, consists of, at minimum, five and, at maximum, seven members. The current composition of the Board of Directors is as follows:

Name Date of Birth Title
Jayme Brasil Garfinkel 11/1946 Chairman
José Castro Araújo Rudge 09/1957 Vice Chairman
Marco Ambrogio Crespi Bonomi 05/1956 Director
Fernando Kasinski Lottenberg 02/1962 Director
Bruno Campos Garfinkel 10/1977 Director
Lucia Fernandez Hauptmann 01/1967 Independent Director
Pedro Luiz Cerize 09/1969 Independent Director

Jayme Brasil Garfinkel holds a degree in Civil Engineering from the Escola Politécnica of the Universidade de São Paulo (1970) and a post-graduation degree in Business Administration from Fundação Getúlio Vargas (1975). He joined Porto Seguro in 1972 as a Board of Executive Officers Assistant and was named Vice-President in 1978 and Chief Executive Officer in 2006, remaining in the post until August 2012. Also, he became chairman of Porto Seguro S.A. in 1997 and assumed Porto Seguro Itaú Unibanco Participações S.A. ("PSIUPAR") as the Chief Executive Officer and Chairman since its constitution (2009). Additionally, he was a member of CNSP (National Private Insurance Council) from 1987 to 1991, President of the Union of Insurance Companies of São Paulo from 1989 to 1990 and President of FENSEG (General Insurance National Federation) from 2007 to 2013. Currently, he is the first Vice-President of CNSeg (National Confederation of Insurance Companies).

José Castro Araújo Rudge is graduated in Business Administration from the Faculdade de Administração - FAA. He is the vice-president of the Board of Directors of Porto Seguro S.A and also vice-president of the Board of Directors of Porto Seguro Itaú Unibanco Participações S.A, holding that is responsible for Porto Seguro S.A. He was vice-president executive officer of Itaú Unibanco S.A from November 2008 until March 2015; executive director of Itaú Seguros S.A. from March 2011 until March 2012 and from July 2012 until March 2013; executive director of Itaú Unibanco Seguros Corporativos S.A. from March 2011 until July 2011, among others.

Fernando Kasinski Lottenberg holds a bachelor degree in Law from Universidade de São Paulo, a masters degree in Philosophy and General Law Theory and a doctor degree in Public International Law, both from Universidade de São Paulo. He is an attorney working on the corporate law segment.

Bruno Campos Garfinkel graduated in Business Administration from Universidade Presbiteriana Mackenzie in 2001 and completed an MBA at Boston University in 2004. He joined Azul Companhia de Seguros Gerais, an insurance company controlled by the Company, as a trainee in 2004 and assumed the position of Project Coordinator in 2005. In 2006, he became General Branch Manager (São Paulo). He joined Porto Seguro Companhia de Seguros Gerais, an insurance company controlled by the Company, as a Regional Officer in 2008 and was appointed Claims Processes and Systems Manager in 2009. In 2010, he became Auto Claims Superintendent, being appointed Claims Officer in 2013 and elected Product Officer - Auto in 2015. He is also an Officer at the following companies: Porto Seguro Vida e Previdência S.A., Porto Seguro - Seguro Saúde S.A. (insurance companies), Porto Seguro Renova - Serviços e Comércio Ltda., Porto Seguro Renova - Serviços e Comércio de Peças Novas Ltda. and Porto Seguro Assessoria Documental Ltda. (service providers). He is also an Officer at Pares Empreendimentos e Participações S.A., a holding company, and Rosag Empreendimentos e Participações S.A., a holding company, both controlling shareholders of Porto Seguro Itaú Unibanco Participações S.A. Before joining the Porto Seguro Corporation, he was a Private Investment Manager at Banco CCF - Banco de Investimento (1999-2001)..

Lucia Fernandez Hauptmann holds a Philosophy degree from Sarah Lawrence College, Bronxville, NY and Theology from Oxford University, Christ Church College, Oxford, Oxfordshire. Also has an Accounting and Finance MBA from University of Chicago, Graduate School of Business, Chicago, IL. She was a risk management committee coordinator of the Brazilian Institute of Corporate Governance - IBGC and officer of Booz & Company, São Paulo, Brasil. She founded in 1998 the ComDominio.Inc, a data storage company that was sold in 2000 to a private equity fund. Started at Credit Suisse (New York, USA) in 1996 as a team member of company analysis, covering media and beverage sectors, having held the position of Vice-President. Joined JP Morgan (São Paulo, Brazil and New York, USA) in 1990 as a team member of the corporative finance and M&A.

Pedro Luiz Cerize is an Independent Director of the Board of Directors of CVI, OHL and COPEL. Mr. Pedro Luiz Cerize holds a degree in Business Administration from Fundação Getúlio Vargas - São Paulo, and MBA in Finance from IBMEC - Instituto Brasileiro de Mercado de Capitais. He worked in Corretora Socopa, Fator and Banco BBA Creditanstalt. He is the founding partner and manager of Skopos Administradora de Recursos. In 2008, he was elected for the first time as a member of the Board of Directors of Porto Seguro S.A..

Supervisory Board

Brazilian Corporate Law requires the Company to maintain a permanent supervisory board or maintain it only in the fiscal years in which its establishment is requested by the shareholders. The Bylaws provides for the establishment of a non-permanent supervisory board consisting of five members and equal number of alternates. The supervisory board is a separate body, independent from the Company’s management and independent auditors. The primary duties of the supervisory board are to inspect the actions performed by the officers and directors, issue an opinion on certain proposals presented by management bodies to be submitted to the approval of the annual shareholders’ meeting, analyze the Company’s financial statements and report any misstatements, frauds or crimes known by the supervisory board to the management bodies and the annual shareholders’ meeting.

The members of the supervisory board, if one is in place, will be elected during the annual shareholders’ meetings for terms of office of two years, reelection being permitted. Pursuant to Law 6,404/76, the supervisory board cannot include members of the Company’s Board of Directors or Board of Executive Officers, or also any Employees or spouse or relative up to the third degree of any member of the Company’s management.

Executive Officers

The Executive Board will be composed of at least three (3) and a maximum of nine (9) members, who can be elected and removed at any time by the Board of Directors, namely: one (1) CEO, one (1) Vice-President - Auto Insurance, one (1) Vice President - Controller and Finance, one (1) Vice-President - Support and Governance, one (1) Vice President - Financial Business, Investments, Life and Pension, one (1) Vice-President - Products and Services, one (1) Vice-President - Property & Casualty and Health Insurance, one (1) Vice-President - Insurance Brokers Channel and Online Sales and one (1) Investor Relations Officer, with a one-year term of office, reelection permitted. The Officers are responsible for the implementation of the Board of Directors’ decisions and the Company’s day-to-day management. Each Officer has also individual responsibilities defined by the Board of Directors.

The current Officers are the following:

Name Date of Birth Title
Fabio Luchetti 12/1965 Chief Executive Officer
Roberto de Souza Santos 05/1961 Executive Vice-President
Luiz Alberto Pomarole 04/1963 Vice-President - Auto Insurance
Marcelo Barroso Picanço 05/1969 Vice President - Financial Business, Investments, Life, Pension and Investor Relations
Celso Damadi 05/1969 Vice President - Controller and Finance
Lene Araújo de Lima 07/1972 Vice-President - Support, Governance and Chief Legal Officer
José Rivaldo Leite da Silva 08/1965 Vice-President - Insurance Brokers Channel and Online Sales

The following is a summary of the professional background and areas of expertise of the Company’s current Officers:

Fábio Luchetti graduated in Business Administration from Faculdade de Administração e Ciências Econômicas Sant’Anna (1986). He attended recycling courses in High Performance in Leadership in Madrid and at Adigo (SP), where he first learned about Anthroposophy and its archetypes, which are part of his management style. He has been the Company’s Chief Executive Officer since August 2012. Prior to that, he was Executive Vice President. He is Executive Officer at Porto Seguro Itaú Unibanco Participações S.A., Porto Seguro’s holding company, since its incorporation, in 2009. He joined Porto Seguro Companhia de Seguros Gerais, an insurance company controlled by the Company, in 1984, as a collection assistant before being promoted to Technical Manager in 1996 and Premiums Officer in August 2000. He took over as Operations Officer in March 2001 and was Executive Vice President between March 2006 and August 2012, when he became the CEO. He is currently Chief Executive Officer of the following subsidiaries of the Company: Porto Seguro Vida e Previdência S.A., Porto Seguro - Seguro Saúde S.A., Azul Companhia de Seguros Gerais, Itaú Seguros de Auto e Residência S.A. (insurance companies), Porto Seguro Capitalização S.A. (capitalization company), Porto Seguro Serviços e Comércio S.A., Health for Pet Administradora de Planos de Saúde para Animais de Estimação S.A., Porto Seguro Atendimento Ltda., Porto Seguro Telecomunicações Ltda., Porto Seguro Gerenciamento de Informações Ltda., Porto Seguro Investimentos Ltda., Porto Seguro Serviços Médicos Ltda., Porto Seguro - Bioqualynet Saúde Ocupacional e Segurança do Trabalho Ltda., Porto Seguro Proteção e Monitoramento Ltda. (service providers), Portomed - Porto Seguro Serviços de Saúde Ltda. e Porto Seguro Serviços Odontológicos Ltda. (group medicine and dental companies). He has also been Executive Officer at Crediporto Promotora de Serviços Ltda., a service provider controlled by the Company, since April 2013. He has been President of Instituto Porto Seguro, since August 2011, and Associação Campos Elíseos Mais Gentil, since October 2014. He was Chief Executive Officer of Porto Seguro - Seguros del Uruguay S.A., insurance company, until April 2013, and Bioqualynet Sul Saúde Ocupacional e Segurança do Trabalho Ltda., service provider, until its termination, in June 2015.

Roberto de Souza Santos holds a degree in Business Administration from Universidade Federal Fluminense (1985). He was appointed as the Company’s Executive Vice-President in September 2017. Prior to that, he held the position of Vice-President - Property & Casualty and Health Insurance, for which he was elected in June 2016. He joined Porto Seguro when Azul Companhia de Seguros Gerais (previously Axa Seguros do Brasil S.A.) was acquired, occupying positions in the Executive Board before being elected as a Vice-President in 2004. At Porto Seguro Companhia de Seguros Gerais, an insurance company controlled by the Company, he was elected Executive Officer in 2011 and, since March 2016, has occupied the position of Vice-President - Property & Casualty Insurance. In June 2017, he was appointed Executive Vice-President. He is also the Executive Vice-President at Itaú Seguros de Auto e Residência S.A., Porto Seguro Vida e Previdência S.A. and Azul Companhia de Seguros Gerais (insurance companies); Porto Seguro Capitalização (capitalization company) and Porto Seguro - Bioqualynet Saúde Ocupacional e Segurança do Trabalho Ltda. (service provider). He occupies the position of Executive Vice-President together with the position of Product Officer - Health at Porto Seguro - Seguro Saúde S.A. (insurance company). He is the Vice-President - Health at Portomed - Porto Seguro Serviços de Saúde Ltda. and Porto Seguro Serviços Odontológicos Ltda. (group medicine and dental companies), and Porto Seguro Serviços Médicos Ltda. (service provider).

Luiz Alberto Pomarole graduated in Business Administration from Faculdades Oswaldo Cruz (1986). He has been the Company’s General Officer since March 2012. Mr. Pomarole joined Porto Seguro Companhia de Seguros Gerais, an insurance company controlled by Porto Seguro, in 1979, as officer assistant. In 1988 he took over as Auto Acceptance Manager and, in August 2000, he was promoted to Head of Auto Products. He was Executive Vice President until March 2012, when he took over as General Officer, and has been General Officer of Auto Products since March 2016. He holds the same position at Itaú Seguros de Auto e Residência S.A., insurance company controlled by Porto Seguro, since March 2016. He is also General Officer at Porto Seguro Vida e Previdência S.A., Porto Seguro - Seguro Saúde S.A. (insurance companies); Porto Seguro Capitalização S.A. (capitalization company) and Porto Seguro Administradora de Consórcios Ltda. (consortium management company). He is also Executive Officer at Azul Companhia de Seguros Gerais (insurance company); Portomed - Porto Seguro Serviços de Saúde Ltda. and Porto Seguro Serviços Odontológicos Ltda. (group medicine and dental companies); Portoseg S.A. - Crédito, Financiamento e Investimento (financial company); Porto Seguro Serviços e Comércio S.A., Porto Seguro Atendimento Ltda., Porto Seguro Renova - Serviços e Comércio Ltda., Porto Seguro Serviços Médicos Ltda., Porto Seguro - Bioqualynet Saúde Ocupacional e Segurança do Trabalho Ltda., Porto Seguro Locadora de Veículos Ltda. and Porto Seguro Renova - Serviços e Comércio de Peças Novas Ltda. (service providers), all of which controlled by the Company. He is also Vice President of the National Confederation of General Insurance (FenSeg). He was General Officer of Porto Seguro - Seguros del Uruguay S.A. (insurance company) until February 2016 and Executive Officer of the following service providers controlled by the Company: Crediporto Promotora de Serviços Ltda., from April 2010 to June 2015; Porto Seguro Proteção e Monitoramento Ltda., from May 2010 to January 2014; Porto Seguro Investimentos Ltda., from May 2012 to November 2013; Bioqualynet Sul Saúde Ocupacional e Segurança do Trabalho Ltda., from February 2013 to its termination in June 2015, and Portopar Distribuidora de Títulos e Valores Mobiliários Ltda., from April 2010 to November 2013..

Marcelo Barroso Picanço has a Master Degree from COOPPEAD (UFRJ) / Wharton School University of Pennsylvania. He also has a degree in Electronic Engineering from the Instituto Tecnológico de Aeronáutica (ITA). He joined the Corporation in July 2006 as Head Officer of Portoseg S.A. - Credit, Financing and Investment and of Portopar Distribuidora de Títulos e Valores Mobiliários Ltda, in which he currently holds the position of Executive Officer. From July 2011, he also took over the Company‘s Investor Relations and Strategic Planning Board. Since March 2016, he occupies the position of Executive Officer - Financial Business and Investment of the subsidiaries Porto Seguro Companhia de Seguros Gerais, Porto Seguro - Seguro Saúde S.A. and Itaú Seguros de Auto e Residência S.A. (insurance companies) and of Porto Seguro Capitalização S.A. (equity company). In March 2013, he also took over the position of Executive Officer of the insurance company Porto Seguro Vida e Previdência S.A., in which he currently occupies the position of Executive Officer - Financial Business and Investment, Life and Pension Fund. Before joining the Porto Seguro Corporation, he held the position of Financial Services Head Officer at the consulting firm Booz Allen Hamilton (now Booz & Co), in which he developed projects of strategic positioning, organizational design and transformation for leading companies in Brazil and Latin America.

Celso Damadi is an accountant, with a degree from Universidade Mackenzie (1996). In 2001, he concluded the Controllership course and, in November 2005, he concluded his MBA in Business Administration, both from Fundação Getúlio Vargas. He was elected Chief Financial Officer in March 2016. In 2005, he joined Porto Seguro Companhia de Seguros Gerais, insurance company controlled by the Company, as controllership manager, taking over the position of Controllership Superintendent in 2010 and being promoted to the position of Controllership Head Officer in August 2011, and, since March 2016, he became Executive Officer - Financial and Controllership. He also occupies the position of Executive Officer - Financial and Controllership in the following companies controlled by the Company: Porto Seguro Vida e Previdência S.A., Porto Seguro - Seguro Saúde S.A., Itaú Seguros de Auto e Residência S.A. (insurance companies) and Porto Seguro Capitalização S.A. (equity company). He holds the position of Controllership Head Officer in the following companies controlled by the Company: Porto Seguro Telecomunicações Ltda., Porto Seguro Serviços de Gerenciamento de Informações Ltda. and Health For Pet Administradora de Planos de Saúde para Animais de Estimação S.A. (service provider companies). He also acts as the Chief Financial Officer of the Instituto Porto Seguro and of the Associação Campos Elíseos Mais Gentil. He is the Chairman of the Supervisory Board of Portoprev - Porto Seguro Previdência Complementar since May 2015. He also occupies the position of Head Officer in the following companies controlled by the Company: Azul Companhia de Seguros Gerais and Porto Seguro - Seguros del Uruguay S.A. (insurance companies), Porto Seguro Administradora de Consórcios Ltda. (consortium management company), Portopar Distribuidora de Títulos e Valores Mobiliários Ltda. and Portoseg S.A. - Crédito, Financiamento e Investimento (financial companies), Porto Seguro Investimentos Ltda., Porto Seguro Serviços Médicos Ltda., Porto Seguro - Bioqualynet Saúde Ocupacional e Segurança do Trabalho Ltda., Porto Seguro Locadora de Veículos Ltda., Porto Seguro Renova - Serviços e Comércio de Peças Novas Ltda., Porto Seguro Assessoria Documental Ltda. and Porto Seguro Serviços e Comércio S.A. (service provider companies). He occupied the position of Head Officer of Bioqualynet Sul Saúde Ocupacional e Segurança do Trabalho from February 2013 to June 2015, when the company was closed down. He is a member of the Board of Directors of the Leading Insurance Company of the Insurance Consortium DPVAT S.A.

Lene Araújo de Lima is a lawyer, graduated at the Universidade Braz Cubas (1997), specialist in Civil Procedure by COGEAE/PUC-SP (2000) with International Executive MBA by the Fundação Instituto de Administração de São Paulo - FIA (2008). He began his career at Porto Seguro Companhia de Seguros Gerais, the insurance company controlled by the Company, in 1994, in the Legal Department. In 2002, he was promoted to the post of Legal Manager and, in June 2008, became Chief Legal Officer, responsible for the Legal, Union, Fraud Prevention, Internal Control, Procurement, Construction Works, Processes, Projects and Corporate Security Departments. He currently holds the position of Chief Legal Officer of the Company and its subsidiaries Azul Companhia de Seguros Gerais (insurance company), Health for Pet Administradora de Planos de Saúde para Animais de Estimação S.A., Porto Capital Gestora de Recursos S.A., Porto Seguro Telecomunicações Ltda. and Porto Seguro Serviços de Gerenciamento de Informações Ltda (service providing companies). He is a General Director - Support and Governance of the following subsidiaries: Porto Seguro Companhia de Seguros Gerais, Porto Seguro Vida e Previdência S.A., Porto Seguro - Seguro Saúde S.A., Itaú Seguros de Auto e Residência S.A. (insurance companies) and Porto Seguro Capitalização S.A. (capitalization company). He is a Director of Portopar Distribuidora de Títulos e Valores Mobiliários Ltda., Portoseg S.A. - Crédito, Financiamento e Investimento (financial companies); Porto Seguro Administradora de Consórcios Ltda. (consortium management companies); Portomed - Porto Seguro Serviços de Saúde Ltda. and Porto Seguro Serviços Odontológicos Ltda. (medical and dental care companies); Porto Seguro Serviços e Comércio S.A., Porto Seguro Renova - Serviços e Comércio Ltda., Porto Seguro Investimentos Ltda., Porto Seguro Serviços Médicos Ltda., Porto Seguro - Bioqualynet Saúde Ocupacional e Segurança do Trabalho Ltda., Porto Seguro Locadora de Veículos Ltda. and Porto Seguro Assessoria Documental Ltda. (service providing companies). He acted as Chairman of the Fiscal Concil of Portoprev - Porto Seguro Previdência Complementar until May 2015 and of Bioqualynet Sul Saúde Ocupacional e Segurança do Trabalho Ltda. from February 2013 until its closure in June 2015.

José Rivaldo Leite da Silva has a degree in Business Administration from the Faculdade Senador Fláquer (1995), he has a specialization degree in Marketing Management from Escola Superior de Propaganda e Marketing - ESPM, and he has another specialization degree in Consultant Training from Adigo (2007). He joined Porto Seguro Companhia de Seguros Gerais, insurance company controlled by the Company, in 1996 as Regional Production Manager, taking over the position of Branch Production Manager in 2000. In 2006, he took over the position of Branch Superintendent, being appointed as Regional Officer in September 2007 and, since October 2009, as Production Officer. Since March 2016, he became Executive Officer - Insurance Brokers and Online Sales. He occupies this same position in the companies: Itaú Seguros de Auto e Residência S.A., Porto Seguro Vida e Previdência S.A., Azul Companhia de Seguros Gerais, Porto Seguro - Seguro Saúde S.A. (insurance companies) and Porto Seguro Capitalização S.A. (equity company). He also occupied the position of Executive Officer in the company Porto Seguro Atendimento Ltda. from November 2013 to June 2016.

President of Honor

Ms. Rosa Garfinkel is the Company‘s President Honor and exercises the honorific function of participating in the Company‘s institucional marketing activities.

Committees

Our Audit Committee is comprised of the following members:

Fernando Kasinski Lottenberg holds a bachelor degree in Law from Universidade de São Paulo, a masters degree in Philosophy and General Law Theory and a doctor degree in Public International Law, both from Universidade de São Paulo. He is an attorney working on the corporate law segment.

Lie Uema do Carmo holds a PhD in Commercial Law (USP - Universidade de São Paulo, 2012), Visiting Scholar (Columbia University, 2011), master in Civil Law (PUC/SP, 2006), master in Law (LL.M) (University of Chicago, 2003) and is also a specialist of International Commercial Law (University Institute of European Studies e ILO/ONU). She was an academic manager of Professional Master (strict sense) from FGV (Faculdade Getúlio Vargas) Direito from São Paulo and many other courses (broad sense) in the same institution. She works as a lawyer in São Paulo specialized in M&A, Corporate Law and Contract Law since 1999. She’s also a teacher of Professional Masters, Graduation and Post-Graduation of FGV Direito SP ministering currently courses on M&A, Capital/Financial Markets and Corporate Law and Corporate and Market Transactions.

Paulo Sergio Miron holds a degree of Accounting Science from the São Judas Tadeu University and Economy from Faculdade Mackenzie, both situated in São Paulo - SP. Started his career working as an auditor in 1985, being business partner at PricewaterhouseCoopers Brasil from 1996 to January 2015. Has a vast experience on the conduction of audits in financial institutions and has dedicated more than 30 years in this segment. Was the partner responsible for auditing great Brazilian Financial Conglomerates such as the Unibanco (União de Bancos Brasileiros - 1997 to 2000), Banco do Brasil (2001 to 2005) and Itaú unibanco (2009 to 2013). He has also acted as partner responsible of PricewaterhouseCoopers Brasília from 2001 to 2008, being the responsible between 2004 and 2008 for the government services of PricewaterhouseCoopers Brazil. Between 1997 and 2008 was the responsible for the banking area of PricewaterhouseCoopers Brazil. He was coordinator of the training area in financial institutions from PricewaterhouseCoopers Brazil more than 10 years and worked as a university teacher of subjects related to financial market. He is member of the Accounting Financial Institute and speaker in diverse seminars related to financial and auditing instruments. He is now member of the Audit Committee of Porto Seguro S.A since April 2015.

Regulation of the Audit Committee of Porto Seguro Group (available in Portuguese only)

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