The Chief Executive Officer, Chief Financial and Administrative Officer, Investor Relations Officer and three other Officers, elected by the Board of Directors, gather together every week and are part of VAMOS’ Executive Board. Their main purpose is to manage and operate the business through practical actions, in compliance with the guidelines established by the Shareholders’ Meeting or Board of Directors of the Company. Thus, definitions of the strategic planning are considered, such as financial results under the Management’s responsibility, as well as operational indicators.
|Gustavo Henrique Braga Couto||CEO||2019|
|O Gustavo Henrique Braga Couto Mr. Gustavo has a degree in Civil Engineering from UFBA (Universidade Federal da Bahia), a graduate degree in Marketing from ESPM and a MBA in Business Management from Fundação Dom Cabral/MG. Professional Background: Country Operations Officer (COO) of Swissport Brazil from 2016 to 2017, Supply Chain Officer of Companhia Siderúrgica Nacional (CSN) from 2013 to 2015, Supply Chain and IT Officer of Suzano Papel e Celulose from 2006 to 2013. He worked for Shell as sales, marketing and planning manager for large consumers, among other positions, from 1997 to 2006. He occupied the position of Executive Officer at Petrobras Distribuidora from 2017 to 2019. He was elected the Company’s Chief Executive Officer on February 25, 2019.|
|Gustavo Henrique Paganoto Moscatelli||Chief Financial Officer and Investor Relations Officer||2019|
|O Gustavo Henrique Paganoto Moscatelli Gustavo Henrique Paganoto Moscatelli has a degree in Business Management, with an MBA in Finance. Has occupied the position of CFO at Gafisa (construction company), working for over 10 years in this company. He became Vamos’ Chief Administrative and Financial Officer in 2017.|
|José Geraldo Santana Franco Junior||Executive Officer without specific title||2019|
|O José Geraldo Santana Franco Junior José Geraldo Santana Franco Júnior has a degree in Mechanical Industrial Engineering (Unimep), a specialization in Advertising and Marketing (Universidade Toledo) and a MBA in Business Management (FIA SP). He has been working for 15 years in the market of heavy commercial vehicle, machinery and equipment, specializing in fleet outsourcing and specification of products with implements and equipment. He worked as Commercial Superintendent at Rodobens; National Commercial Manager at Klin Calçados Infantis Ltda., National Commercial Manager at Indústria Metalúrgica Natalaço and engineer at IBM Brasil. Mr. José Geraldo Santana Franco Júnior is the Company’s Commercial Officer since May 2011.|
|Christian Hahn da Silva||Executive Officer without specific title||2019|
|O Christian Hahn da Silva Christian Hahn da Silva has a degree in Political Science (UEMG), specialization in Business Management and Marketing (UNIMONTES), in Controllership and Finance (FG) and a MBA in Dealerships Management (Fundação Dom Cabral). He has been working for 15 years in the dealership market of heavy commercial vehicle, machinery and equipment. He occupied the position of Executive Officer of Tracbel Group, where he worked for 8 years. Mr. Christian Hahn da Silva was admitted as Managing Director of the dealerships Transrio Caminhões, Máquinas e Motores Ltda. in 2018.|
Board of Directors
Vamos’ Board of Directors (BoD) has three members, one of them independent, and is the body responsible for the overall guidance of the Company’s business.
|Board of Directors||Positions||Elected in|
|Fernando Antônio Simões||Chairman of the Board of Directors||2019|
|O Fernando Antônio Simões Fernando Antonio Simões works at JSL S.A. (direct parent company of the Company) since 1981, company operating in transportation and logistics in the Company’s economic group. Since 2009 he is the CEO and member of the Board of Directors of JSL. He is Chairman of the Board of Directors of Movida Participações S.A. and Chief Executive Officer and member of the Board of Directors of Simpar S.A.|
|Denys Marc Ferrez||Member of the Board of Directors||2019|
|O Denys Marc Ferrez Denys Marc Ferrez holds an undergraduate degree in Business Administration and a graduate degree in Corporate Finance. He worked as Investor Relations Officer of Redecard (credit card company) in 2008, having also worked for 10 years in treasury and investor relations at Aracruz (pulp segment) and 5 years at Pricewaterhouse (independent audit company). He became Chief Financial and Administrative Officer of JSL S.A. in 2008 and in 2009 he also became Investor Relations Officer.|
|Paulo Sergio Kakinoff||Independent Member of the Board of Directors||2019|
|O Paulo Sergio Kakinoff Paulo Sergio Kakinoff took over the position of Chief Executive Officer of Gol Linhas Aéreas Inteligentes S.A. (“Gol”) in July 2012, working as Gol’s independent member of the Board of Directors from January 2010 to July 2, 2012, when he stepped down as Board Member to take over the position of Gol’s CEO. He was the CEO of Audi Brasil until June 2012 and worked in the auto industry for 18 years, having previously held the position of Sales & Marketing Officer of Volkswagen do Brasil and Executive Officer for South America at the headquarters of Volkswagen Group in Germany. He is a member of the Corporate Governance and People Committee, the Risk Policies Committee, the Financial Policy Committee and the Alliances Committee of the Company. He has a degree in Business Management from Universidade Mackenzie, he held the position of Vice President of the Brazilian Association of Motor Vehicle Importing Companies (ABEIVA – Associação Brasileira das Empresas Importadoras de Veículos Automotores) and member of the Board of Volkswagen Participações until June 2012. He became Independent Board Member of the Company in April 2019.|
Supply and Finance Committee
This Committee’s purpose is supporting the Company in analysis and decisions on finance and purchases. This body is not deliberative. The Committee includes one Executive Officer and two members of JSL’s Board of Directors, one of them independent and with the role of coordinator.
Ethics and Compliance Committee
This Committee’s purpose is advising the Company on compliance, disclosure and updating of the Company’s Code of Conduct and internal rules. The Committee is also responsible for reviewing, enforcing disciplinary measures, recommending and monitoring preventive measures in cases of breach of national law, especially regarding the compliance with the Anti-Corruption Law and other laws prohibiting bribery, fraud, offering or receiving improper advantage. To achieve its purpose, the committee evaluates the efficiency and effectiveness of the Integrity Program’s legal requirements, with the goal of establishing a compliance culture, promoting the mitigation and preventing risks and damages to the business.
The purpose of this Committee is advising the Board of Directors to comply with its legal assignments regarding the business sustainability of the Company and its subsidiaries. The Committee will report to the Board of Directors, operating independently from the Company’s Executive Board.
The decisions taken by the Committee, as well as the policies and measures proposed, are recommendations to be submitted to the Board of Directors. The Committee is not deliberative, and its recommendations are not mandatory to the Board of Directors or the Company.
GRC Board – Risk & Compliance Management
Following the best Corporate Governance practices, the GRCA Board of Directors was created in 2016 with the following assignments: implementing a risk management process, ensuring the compliance program’s continuity and effectiveness, investigating all reports from the whistleblowing channel, coordinating a training program on subjects related to all employees, designing and implementing an internal audit program and ensuring the anti-corruption program’s continuity.
The Audit Committee is an advisory body linked to and reporting to JSL’s Board of Directors. The responsibilities include: (i) assessing the effectiveness and adequacy of risk control and management systems; (ii) assisting and making recommendations to the Company’s Board of Directors; (iii) evaluating the Company’s quarterly report, interim financial statements and financial statements; (iv) monitoring the Company’s internal audit and internal control activities; (v) evaluating and monitoring the Company’s risk exposures; (vi) evaluating, monitoring and recommending to the Management the correction of improvement of the Company’s internal policies; and (vii) receiving and addressing information on non-compliance with legal and regulatory provisions applicable to the Company, in addition to internal regulations and codes.
Reports to JSL’s Board of Directors, through the Audit Committee, and is responsible for assessing the quality and effectiveness of the Company’s risk, control and governance management. The Audit is also responsible for investigating allegations and/or indications of fraud or noncompliance with the Company’s internal policies, analyzing the results obtained in the investigations and through the Company’s Whistleblowing Channel.
Code of Ethics and Policies
VAMOS, with the goal of strengthening its values and reinforcing the importance of Ethics, Transparency and compliance with the law in its business, has established a Compliance Program. The Program focuses on compliance in the company’s activities, through compliance with laws, internal rules and ethical and transparent work.
The program is part of the GRC Board – Risk & Compliance Management, which is responsible for disseminating the Anti-Corruption Policies and Code of Conduct guidelines to the company’s employees. In October 2016 the Code of Conduct was entirely reviewed and, since then, the employees’ training and awareness on the code is frequently monitored.
In addition, Vamos has a Whistleblowing Channel, which was outsourced in November 2016, and ensures the protection of the whistleblower’s good faith (pursuant to Decree 8420/2015). The channel’s operating flow ensures that the investigations of reports are impartial.