Rede D’Or São Luiz’s Governance structure comprises the Board of Directors (BoD) and the Executive Board, which implements the guidelines approved by the BoD and coordinates the management of the economic, environmental and social aspects of our activities. Paulo Moll has been our CEO since January 1, 2020 and is also a sitting member of the BoD.
The Board of Directors and the Executive Board are supported by the Corporate Risk Commission, the Fiscal Council (currently not installed), the Executive Committee and the Audit Committee. To strengthen the main guidelines that drive the Company’s business, Rede D’Or São Luiz relies on several policies that are in line with Environmental, Social and Governance (ESG) aspects, and are focused on achieving operational excellence, employee safety and the balanced development of economic growth and social & environmental responsibility.
The extraordinary shareholders’ meeting approved the amendment and consolidation of Rede D’Or São Luiz’s bylaws. Approved amendments include transforming the audit committee into a statutory committee.
Throughout 2021, we updated or put into effect the following rules (approved by the Board of Directors or the Shareholders’ Meeting, as the case may be): Bylaws, Internal Rules of the Audit Committee, Internal Audit Policy, Climate Change Policy, Sustainability Policy, Environmental Policy, Human Rights Policy, Social Responsibility Policy and Compensation Policy. On December 15, 2021, the extraordinary shareholders’ meeting approved the amendment and consolidation of Rede D’Or São Luiz’s bylaws. Approved amendments include transforming the Audit Committee into a statutory committee.
Rede D’Or São Luiz’s Board of Directors comprises at least 5 and at most 9 members elected by the shareholders’ meeting. With a two-year term of office, the Board is responsible for devising the business strategy, overseeing targets and management decisions, as well as monitoring the Company’s performance.
We have committed to maintain at least 2 or 20%, whichever is higher, of independent members on the Board. In 2021, this percentage was 28.57% and there were no changes to the board members’ overall structure. Re-election is allowed and, according to the best practices, the Chairman of the Board of Directors is not a member of the Executive Board, therefore the positions of Chairman of the Board of Directors and Chief Executive Officer, or the Company’s main executive officer, is not held by the same person. The next election will be held on April 29, 2022.
| Sitting directors | Position | Alternates |
|---|---|---|
| Jorge Neval Moll Filho | Chairman | Jorge Neval Moll Neto |
| Heráclito de Brito Gomes Junior | Vice-Chairman | Fernanda Freire Tovar Moll |
| Paulo Junqueira Moll | Director | Renata Junqueira Moll Bernardes |
| André Francisco Junqueira Moll | Director | Paulo Manuel de Barros Bernardes |
| Pedro Junqueira Moll | Director | Alice Junqueira Moll |
| Stephen H. Wise | Independent Director | Willian H. McMullan |
| Wolfgang Stephan Schwerdtle | Independent Director | Paulo Menescal Barbosa |
* On 12/31/2021
Rede D’Or São Luiz’s Executive Board is responsible for managing the Company’s business, in accordance with the guidelines outlined by the Board of Directors and/or the decisions made by the General Shareholders’ Meeting.
Our Executive Board can be comprised by three to up to twenty members, one being the CEO, one the CFO and Investor Relations Officer and the other officers with no specific mandates, who serve a three-year term of office. The next election is expected to be held on October 9, 2023. Re-election is allowed. In 2021, we elected one new officer, Jamil Muanis Neto.
| Name | Positions |
|---|---|
| Paulo Junqueira Moll2 | Chief Executive Officer |
| Otávio de Garcia Lazcano | Chief Financial and Investor Relations Officer |
| Maurício da Silva Lopes | Executive Officers |
| Mauro Teixeira Sampaio | Executive Officers |
| Rodrigo Gavina da Cruz | Executive Officers |
| Leandro Reis Tavares | Executive Officers |
| Jamil Muanis Neto | Executive Officers |
1. On 12/31/2021
2. Membro do conselho de administração.
Sector committees support the Board of Directors and the Executive Board with assessing material topics for Rede D’Or São Luiz and provide information to the other bodies in the decision-making process. They also report to these bodies about the social, economic and environmental impacts of our activities.
Sustainability Commission
It is also responsible for strengthening our sustainability guidelines and strategies, ensuring our corporate operation is aligned to our policies.
The Board of Directors may create committees, whether permanent or not, to help fulfill its duties with specific purposes. According to Rede D’Or São Luiz’s bylaws, the Audit Committee is a mandatory and permanent body. The committee is composed of at least three members, one of them being a Rede D’Or São Luiz’s Independent Director, pursuant to the Novo Mercado Listing Rules, at least one must have demonstrated experience in corporate accounting, and most members must be independent, pursuant to CVM Resolution 23/2021.
Other Audit Committee’s responsibilities include issuing an opinion on hiring and replacing the independent auditor to conduct the external independent audit or other services; overseeing the activities of independent auditors and the internal controls, internal audit and preparation of financial statements departments; monitoring and assessing the quality and integrity of the Company’s internal control mechanisms, quarterly information, interim statements and financial statements, measurements and statements disclosed based on adjusted accounting information and non-accounting information that add elements not included in the usual structure of financial statements; assessing and monitoring risk exposures; together with the Senior Management and internal audit department, evaluating and monitoring the adequacy of the Company’s transactions with related parties and their respective evidence; as well as assessing, monitoring and recommending corrections or improvements to the internal policies to the Senior Management; and preparing the summarized annual report.
The Audit Committee is also responsible for ensuring the Company has a Whistleblowing Channel and its operation, which is the main tool to follow up reports of non-compliance with rules and regulations applicable to the Company, in addition to internal rules and codes, including breaches to the Code of Conduct in force.
The Committee is comprised by our Executive Board members, who work to lay down overall management guidelines, validate proposed order of business, decide on deadlocks and monitor the company’s results.
The Committee is comprised by our Executive Board members, who work to lay down overall management guidelines, validate proposed order of business, decide on deadlocks and monitor Rede D’Or São Luiz’s results.
The Sustainability Commission is an advisory and permanent body, comprising at least three and at most nine members, from several of the Company’s departments. The Commission’s main role is to advise the Executive Board on sustainability-related matters, including the creation of corporate guidelines and initiatives. It is also responsible for strengthening our sustainability guidelines and strategies, ensuring our corporate operation is aligned to our policies.
Shareholders meet on an annual basis in the first four months after fiscal year-end and extraordinarily whenever necessary. The General Shareholders’ Meeting must be presided over by the Chairman of the Board of Directors and, in his absence or in the absence of his deputy or a person appointed by him, the chairman of the General Shareholders’ Meeting shall be chosen by the majority of votes of attending shareholders, and the chairman shall appoint the secretary among those in attendance, whether shareholders or not.
The Company has a non-permanent Fiscal Council comprised by three sitting members and the same number of alternates, whether shareholders or not. The Fiscal Council shall only be installed upon request of the Company’s shareholders, pursuant to the applicable legislation and regulations. Members are elected by the Shareholders’ Meeting in the fiscal years it is instated to analyze the financial statements of that year, with term of office until the next shareholders’ meeting, and reelection is allowed.
Shareholding Structure
