We currently have three non-statutory committees – the Investment Executive Committee, the Ethics Executive Committee and the Regulation and Strategy Executive Committee – and two statutory committees: the Audit Committee and People Committee.
Investment Executive Committee
The Investment Executive Committee of the Company must have at least three and not more than five members, elected by the board of directors, among the executive officers (whether or not statutory) of the Company and/or of its holding companies. The current members of the Investment Executive Committee took office on February 18, 2022 and it is composed by Messrs. Fabricio Quesiti Arrivabene, Marcelo de Melo Buozi, Renan Barbosa Sanches, Sidney Ostrowski, Luis Gustavo Scrassolo Martini and Luiz Mauricio de Garcia Paula . The Company’s Investment Executive Committee is a non-permanent body and its duties include, amongst others: (1) to analyze, discuss and advise on land acquisitions and new real estate projects; (2) to advise the Company’s officers on new negotiations and structuring of new projects; (3) to oversee the start of new projects and related cash flows; and (4) in special cases, to assist in the negotiation and structuring of new types of businesses. Each decision of the Company’s investment committee to acquire land is made with the guarantee that the investment meets the minimum limit of return stipulated by the Company and comparing it with other potential investments. Such decision is made regardless of investment’s geographic location, in order to maximize the return on the Company’s capital allocation.
Ethics Executive Committee
Our Ethics Executive Committee must have at least three and not more than eight members, elected by the board of directors, among our executive board members (whether or not statutory) and/or those of our controlled companies, and our managers, allocated in the following departments: (i) financial; (ii) legal; (iii) people and management; (iv) operations; and (v) compliance. The current members of the Ethics Executive Committee took office on February 07, 2022 and it is made up by seven members: Mrs. Rodrigo Osmo, as the committee coordinator, Alex Fernando Hamada, Sidney Ostrowski, Cristina Caresia Marques, Raphael Souza Silva, Luiz Mauricio de Garcia Paula and Daniela Ferrari Toscano de Britto. This Committee is liable, amongst other things, for the actions related to infringement to the Company’s code of ethics and guidelines, resolving ethical conflicts and assessing the adequacy of amendments to the Company’s code of ethics and guidelines, as well as proposing them to the board of directors.
Regulation and Strategy Executive Committee
The Regulation and Strategy Executive Committee must have at least three members, elected by the board of directors, 2 (two) of which will necessarily be full members of the board of directors and the third member may be an independent member (“External Member”). Created in July 2021, this committee is responsible for dealing with existing regulatory policies and procedures involving government housing programs and their respective budgets, standards and scope. The Executive Committee for Regulation and Strategy is currently composed of three members: Rodolpho Amboss (coordinator), Michele Corrochano Robert and José Urbano Duarte.
The Audit Committee must have at least three members nominated by the People Committee (previously called Compensation, Nomination and Corporate Governance Committe) and elected by the Board of Directors. At least 1 (one) of them must be an independent director, and at least 1 (one) of them must have recognized experience in accounting corporate – the same member can cumulate this two characteristics. The Audit Committee is currently made up by three members: Messrs. Flavio Uchôa Teles de Menezes, as coordinator, Mario Mello Freire Neto and Claudio José Carvalho de Andrade.
The People Committee must have at least three members, all of them also members of the board of directors and elected by such board, and at least one of them shall have prior experience with management of human resources and in the performance of duties related to the establishment of policies of compensation, corporate goals, and recruiting and retaining personnel. The current members of the People Committee took office on May 24, 2021 and consist of three members: Messrs. Mauricio Luis Luchetti, as committee coordinator, Antonoaldo Grangeon Trancoso Neves and Rodolpho Amboss. This Committee, amongst other things, analyzes and makes recommendations to the board members as to its compensation policies and forms of compensation provided to the Company’s officers and other employees, also takes into account and periodically reports issues referring to the size, identification, selection and qualification of the board of directors, officers and candidates nominated for the board of directors and its committees, liable for overseeing the compliance with the corporate governance principles applicable to the Company pursuant to the Company’s Bylaws and other policies, as well as the proposal for improvements and alterations to these applicable principles.