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Board of Directors, Board of Executive Officers and Advisory Committees

The administrative structure of the Company is comprised of the Board of Directors, the Board of Executive Officers, and the statutory advisory committees and the Fiscal Council (which is not permanent). [SULA 18/GRI 102-18 and 102-22]

Attributes of each body and committee:

Board of Directors

SulAmérica‘s Board of Directors is composed of ten members, who have a unified one-year term of office whereby their re-election is permitted. SulAmérica’s Bylaws establish that at least 20% of its Board of Directors must be composed of independent members.

Six of the current ten members of the Company‘s Board of Directors, equivalent, nowadays, to 60%, are independent members, in compliance with the Listing Rules of Level 2 of B3 and above what is required by regulation, as well as Sul América S.A.‘s Bylaws. [SULA 18/GRI 102-22]

Pursuant to Article 14, third paragraph, of the Company's Bylaws, the Board typically meets once every three months and, extraordinarily, whenever called by its Chairman or by two of its members.

In addition to the duties established in the Bylaws of the Company, described below, the Board of Directors of the Company determined the mission and functional rules in its charter, approved on February 19, 2009 and amended on April 26, 2016, which governs its operations and adopts measures to avoid conflicts of interest. According to this charter, the Board’s mission is to protect and add value to the company's assets and promote its continued survival. The Board must also ensure an adequate return on investment for shareholders, based on a long-term perspective, sustainability and adoption of best corporate governance practices in business operations.

Besides the mission of the Board and the organizational rules, the charter of the Board of Directors determines the duties of the Chairman of the Board, the Corporate Secretary and, in general, the advisory committees of the Board. The charter establishes, within the annual calendar of meetings of the Board of Directors, a schedule which provides, at a minimum: (i) the presentation of at least one of the business units and shared services of the company (ii) a presentation on the macroeconomic scenario and; (iii) at a minimum, an annual presentation about corporate risk management (ERM – enterprise risk management) and internal control. [SULA 21/GRI 102-19]

In accordance with corporate governance best practices, the positions of CEO and Chairman of the Board of Directors of the Company are held by different people, with Gabriel Portella as the CEO and Patrick Larragoitti Lucas as the Chairman. [SULA 19/GRI 102-23]

Contact the Board of Directors [SULA 22/GRI 102-21]

Members of the Board of Directors Position Date of First Election Term of Current Office
Patrick Antonio Claude de Larragoiti Lucas Chairman March 26, 1997 2020 AGM
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He has been a board member of the Geneva Association since 1999, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice-President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo.
Carlos Infante Santos de Castro Member October 29, 2010 2020 AGM
Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul América S.A. since 2006, with a seat in its Investments Committee since 2002. He is currently a member of the boards of directors of all operating companies of the SulAmérica Group in the markets of property and casualty, life, private pension, investments and savings bonds. He also sits on the board of directors of Caixa Capitalização S.A., as well as being a member of the Ethics Committee of the National Federation of Insurance Companies (CNSeg). In the SulAmérica group, Mr. Castro held the position of Chief Executive Officer of Sul América Capitalização, Corporate Vice President, Finance Vice President and Vice President for Private Pension and Saving Bonds. He was Chief Executive Officer of GTE-Multitel, a provider of telecommunications equipment, and executive officer for new business at the Cataguazes-Leopoldina group, currently Energisa, in Rio de Janeiro and also was a member of the board of director of Kepler Weber S.A. He holds a degree in Electrical Engineering from the Pontifical Catholic University of Rio de Janeiro. He also holds a Master degree in Business Administration (MBA) from Stanford University, USA, and a Master of Science in Industrial Engineering from the same university. Mr. Castro is board member certified by the Brazilian Institute of Corporate Governance (IBGC).
Michael Francis Bacon Independent Member March 28, 2019 2020 AGM
Michael Francis Bacon is Americas Head of Investments and Acquisitions at Swiss Re, where he manages a portfolio of private equity funds focused on financial services. He joined Swiss Re in 2016 and serves on the Swiss Re Americas Pension Committee,  and is co-Chairman of Americas Diversity & Inclusion Council and a member of the Americas Regional Council. He is also a board member of Tempo Assist (the leading assistance business in Brazil). Michael was a Senior Managing Director at AIG and, prior to that, he was Head of M&A. Before AIG, he held positions in Investment Banking, Structured Finance and Principal Investing at Goldman Sachs. Earlier in his career, he worked in financial institutions, M&A at Citigroup and Latin American Corporate Finance at Credit Suisse. Michael has more than 20 years of experience in Insurance, M&A and Principal Investments. Michael received his Master’s in Private and Public Management from the Yale School of Management and received his Bachelor's Degree in Computer Science from Brown University.
David Lorne Levy Independent Member January 10, 2014 2020 AGM
David Lorne Levy has been a member of the Board of Directors of Sul América S.A since 2014. He is currently CEO of EHE, a preventive health company in the United States. Prior to holding his current position, he held the position of CEO of AposTherapy, a revolutionary device company targeting cost and quality of chronic conditions of the axial skeleton. Between 2005 and 2013, Mr. Levy was Global Health Industries leader for PwC, the world’s largest professional services company, handling all types of healthcare sectors, with revenues of more than US$2 billion. Before joining PwC he was CEO of Franklin Health Inc., which he founded, and which is now part of Optum (a unit of United Health Group), a pioneer in care management that revolutionized the care of complex medical cases in the United States. Since 1983, he has been involved in the developing of enterprises in the medical and healthcare assistance field. He holds a degree in medicine from McGill University, with a Masters in epidemiology from the same institution. He currently serves on several other health care Boards of Directors in the United States.
Romeu Côrtes Domingues Independent Member March 28, 2019 2020 AGM
Romeu Côrtes Domingues is a Chairman of the Board of Directors of Group DASA - Brazilian leader in diagnostic medicine and member of the Board of Directors of Rede Ímpar de Hospitais. He is also a member of the board of directors of Orquestra Sinfônica Brasileira, coordinator of the board of Pastoral do Menor da Arquidiocese do Rio de Janeiro and founder of the Clínica Imagem Solidária. He is an Advisory Board Member of Siemens HealthCare (Germany), member of the Radiological Society of North América and was vice-president of the Colégio Brasileiro de Radiologia. He was founding partner of the Clínica de Ressonância Multi-Imagem, CDPI – Clínica de Diagnóstico por Imagem and IRM Ressonância Magnética, where he held a Director position between 1994 and 2011. In addition, he is an internationally renowned lecturer, writer and co-author in several scientific publications, writer of MR Spectroscopy of The Brain and co-author of several books. He graduated in medicine from UFRJ - Universidade Federal do Estado do Rio de Janeiro, with residency in radiology by the same university,  He also holds Research Fellowship in resonance from Harvard University and specialization in Board Management from IBGC – Instituto Brasileiro de Governança Corporativa.
Isabelle Rose Marie de Segúr Lamoignon Member March 26, 1997 2020 AGM
Isabelle Rose Marie de Ségur Lamoignon has been a member of the Board of Directors of Sul América S.A. since 1997. She has been Officer of Sulasa Participações S.A. since 1993 and was a member of the Board of Directors of subsidiaries of Sul América S.A. from 2005 to 2009. She held a seat on the Strategy Committee from 1998 to 2002, having attended, in 1993 and 1994, the Management Development Program (“PDG”) in Rio de Janeiro, in addition to the Directors Development Program (“PDC”) ain Belo Horizonte, state of Minas Gerais, both at Fundação Dom Cabral in 2014.
Jorge Hilário Gouvêa Vieira Member March 28, 1996 2020 AGM
Jorge Hilário Gouvêa Vieira has been a member of the Board of Directors of Sul América S.A. since 1996 and has been a member of Governance and Disclosure Committee since 2018. He was a member of its Audit Committee from 2002 to 2012. Previously, he was president of CNSeg (National Confederation of General Insurance, Private Pension and Life Insurance, Supplementary Healthcare and Savings Plans Companies) and president of FENASEG (National Federation of Private Insurance and Savings Bond Companies) from 2010 to 2013. Mr. Gouvêa Vieira was State Secretary of Finance of Rio de Janeiro from 1987 to 1990, president of the National Council for Private Insurance from 1985 to 1987, member of the National Monetary Council from 1985 to 1987 and from 1979 to 1981, member of the Board of Directors of the Rio de Janeiro Stock Exchange from 1983 to 1985 and president and executive officer of the Brazilian Securities Commission from 1979 to 1981 and from 1977 to 1979, respectively. He was vice president of ABRASCA from 1981 to 1985 and a member of the Board of Directors in 1995. He was also president of Viva-Cred and IRB-Brasil Resseguros S.A., as well as a member of the steering council of IBMEC – the Brazilian Capital Markets Institute and member of the Board of Directors of Companhia Brasileira de Petróleo Ipiranga, MBR – Minerações Brasileiras Reunidas S.A., Generali do Brasil – Companhia Nacional de Seguros, MRS Logística S.A., Caemi Mineração, Metalurgia S.A. and VARIG – Viação Aérea Rio Grandense. Mr. Gouvêa Vieira is currently a partner at law firm Gouvêa Vieira Advogados and member of the Board of Directors da Boa Esperança S.A. He holds a Law Degree from the Pontifical Catholic University of Rio de Janeiro and an LLM from the University of Berkeley, California (1968-1969).
Pierre Claude Perrenoud Independent Member April 05, 2000 2020 AGM
Pierre Claude Perrenoud has been a member of the Board of Directors of Sul América S.A. since 2000 and a member of Audit and Risk Management Committee from 2012 until 2018. From 1960 to 1990, he held a number of positions at Swiss Re and was responsible for its operations in Latin American and other countries. Mr. Perrenoud currently is a member of the Board of Directors of captive insurance and reinsurance companies in a number of countries.He graduated in Business Administration from the Neuchatel Business School, in Switzerland, and in Spanish Studies from the University of Madrid.
Renato Russo Independent Member September 01, 2014 2020 AGM

Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014. He is also coordinator of Audit and Risk Management Committee, president of Sustainability Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). Mr Russo lectures on politics in organizations, his area of academic specialization.

Walter Roberto de Oliveira Longo Independent Member March 29, 2018 2020 AGM
Walter Roberto de Oliveira Longo is CEO of Unimark Comunicação, as well as digital entrepreneur and lecturer specialized in marketing, innovation and technology. He is also a Member of the Board of Directors and the Human Capital Committee of SulAmérica. From 2015 to 2017 he was CEO of Abril Group, one of the largest media groups in Brazil. Prior to that, from 2005 to 2016, Mr. Longo served as Strategy and Innovation Mentor for the Newcomm Group, the WPP Group's communications holding that includes agencies Young & Rubicam, Wunderman, Grey Brazil, VML, among others. He has held positions as Regional Director for Latin America of the Young & Rubicam Group and CEO, in Brazil, of Grey Advertising, Wunderman Worldwide, TVA, MTV and the Newcomm Bates Group. He is member of the advisory boards of several technology and retail companies, as well as a partner in several digital media ventures. In addition, he is an internationally recognized lecturer, columnist for multiple publications and author of books on advertising and marketing. He is an advertising professional and business administrator, with an MBA degree from the University of California.

 

Advisory Committees of the Board of Directors 

Audit and Risk Management Committee

The audit committee was created on June 14, 2002 and became statutory in 2012 pursuant to the CVM Instruction 509. It consists of four members and meets at least bi-monthly. The responsibility of this committee is to monitor and evaluate the activities of internal and external audit, risk and internal controls, compliance, transparency and the quality of the technical information contained in the financial reports of the Company. In addition, the committee must monitor compliance with the Code of Ethics and Compliance of the Company, orient the Board of Directors in the selection of independent auditors and the director responsible for internal audit. Further, the committee must take necessary measures to ensure that the Company’s business operations are guided by comprehensive financial controls and that operations comply with the Code of Ethics, the Company’s and regulatory institutions requirements as well as evaluate situations involving conflicts of interest, related-party transactions, internal controls and operational risks. The Audit and Risk Management Committee is also responsible for issuing recommendations to correct or improve policies, practices and procedures  identified within the scope of its responsibilities, to prepare an annual summary report to be submitted together with the financial statements, and to maintain channels of communication between the administration of Company's internal auditors and independent auditors and is available to receive complaints, confidential or not, internal and external to the Company with respect to matters related to the scope of its activities.

Audit and Risk Management Committee Members    (SULA 18/GRI 102-18] Position Other Positions Held
Renato Russo Coordinator Independent Member of the Board
Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014. He is also coordinator of Audit and Risk Management Committee, president of Sustainability Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). Mr Russo lectures on politics in organizations, his area of academic specialization.
Michael Francis Bacon Member Independent Member of the Board
Michael Francis Bacon is Americas Head of Investments and Acquisitions at Swiss Re, where he manages a portfolio of private equity funds focused on financial services. He joined Swiss Re in 2016 and serves on the Swiss Re Americas Pension Committee,  and is co-Chairman of Americas Diversity & Inclusion Council and a member of the Americas Regional Council. He is also a board member of Tempo Assist (the leading assistance business in Brazil). Michael was a Senior Managing Director at AIG and, prior to that, he was Head of M&A. Before AIG, he held positions in Investment Banking, Structured Finance and Principal Investing at Goldman Sachs. Earlier in his career, he worked in financial institutions, M&A at Citigroup and Latin American Corporate Finance at Credit Suisse. Michael has more than 20 years of experience in Insurance, M&A and Principal Investments. Michael received his Master’s in Private and Public Management from the Yale School of Management and received his Bachelor's Degree in Computer Science from Brown University.
Domingos Carelli Neto Member (external) Investment Committee Member
Domingos Carelli Neto has been a member of the Investment Committee since 2009 and of the Audit and Risk Management Committee, of Sul América S.A since 2015 and of its subsidiaries from 2013 to 2018. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV).
Jorge Roberto Manoel Member (external) -
Jorge Roberto Manoel is a member of boards, committees and commissions with activities focused on corporate governance. He was a partner and part of the executive leadership of PriceWaterhouseCoopers for about 30 years, working until 2016 in operations in Brazil and South America. He is also a lecturer and external consultant on corporate governance and compliance issues, including courses for directors and executives. Jorge holds a bachelor's degree in Business Administration from Instituto de Ensino Superior - IMES and a bachelor's degree in Accounting from Pontifícia Universidade Católica de Campinas. He holds an MBA in Finance and Controllership from Universidade Federal de Minas Gerais and in Technology and Innovation from Universidade Federal de Minas Gerais. He also holds a master's degree in Corporate Governance from Laureate/FMU and is a perpetual holder of the Academia Paulista de Contabilidade. He is an IBGC certified advisor and holds international certifications in courses of specialization, leadership development, strategy, operation, innovation and technology in startups.

Governance and Disclosure Committee

The Governance and Disclosure Committee was created on May 8, 2008, is composed of five members, meet regularly each quarter, and is responsible for the following (a) monitor and supervise  the resolutions set forth in the Policy on Disclosure of Material Acts or Facts Policy and on Securities Trading; (b) monitor and supervise the obligations set forth in the Corporate Governance Level 2 Regulations, adopted by the Company; (c) continuously assess the Disclosure and Trading Policy, and recommend updates as necessary; (d) recommend actions to enhance communication of the Policy among management, members of technical and advisory bodies, and individuals who have access to privileged information due to their positions; (e) ensure that all individuals who have or could have knowledge of Material Facts or Acts under applicable legislation adhere to the Policy, and receiving, periodically, an updated list of such individuals (d) follow the holdings and transactions of securities by the administration of the Company  and its controllers through monthly information from the Brazilian Securities and Exchange Commission (“CVM”) and the  B3. As of 2019, 40% of the members are independent and 60% are non-executive members. [SULA 18/GRI 102-22]

Governance and Disclousure Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He has been a board member of the Geneva Association since 1999, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice-President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo.
Ricardo Bottas Dourado dos Santos Member Executive Vice President of Control and Investor Relations
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Michael Francis Bacon Member Independent Member of the Board
Michael Francis Bacon is Americas Head of Investments and Acquisitions at Swiss Re, where he manages a portfolio of private equity funds focused on financial services. He joined Swiss Re in 2016 and serves on the Swiss Re Americas Pension Committee,  and is co-Chairman of Americas Diversity & Inclusion Council and a member of the Americas Regional Council. He is also a board member of Tempo Assist (the leading assistance business in Brazil). Michael was a Senior Managing Director at AIG and, prior to that, he was Head of M&A. Before AIG, he held positions in Investment Banking, Structured Finance and Principal Investing at Goldman Sachs. Earlier in his career, he worked in financial institutions, M&A at Citigroup and Latin American Corporate Finance at Credit Suisse. Michael has more than 20 years of experience in Insurance, M&A and Principal Investments. Michael received his Master’s in Private and Public Management from the Yale School of Management and received his Bachelor's Degree in Computer Science from Brown University.
Gabriel Portella Fagundes Filho Member Chief Executive Officer
Gabriel Portella Fagundes Filho has been CEO of Sul América S.A. and its subsidiaries since April 2013. Previously he held the position of Vice-President of Health and Dental at Sul América S.A. He serves as a Vice President of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), and also of Academia Nacional de Seguros e Previdência. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has more than 40 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América, where he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna.
Jorge Hilário Gouvêa Vieira Member Member of the Board
Jorge Hilário Gouvêa Vieira has been a member of the Board of Directors of Sul América S.A. since 1996 and has been a member of Governance and Disclosure Committee since 2018. He was a member of its Audit Committee from 2002 to 2012. Previously, he was president of CNSeg (National Confederation of General Insurance, Private Pension and Life Insurance, Supplementary Healthcare and Savings Plans Companies) and president of FENASEG (National Federation of Private Insurance and Savings Bond Companies) from 2010 to 2013. Mr. Gouvêa Vieira was State Secretary of Finance of Rio de Janeiro from 1987 to 1990, president of the National Council for Private Insurance from 1985 to 1987, member of the National Monetary Council from 1985 to 1987 and from 1979 to 1981, member of the Board of Directors of the Rio de Janeiro Stock Exchange from 1983 to 1985 and president and executive officer of the Brazilian Securities Commission from 1979 to 1981 and from 1977 to 1979, respectively. He was vice president of ABRASCA from 1981 to 1985 and a member of the Board of Directors in 1995. He was also president of Viva-Cred and IRB-Brasil Resseguros S.A., as well as a member of the steering council of IBMEC – the Brazilian Capital Markets Institute and member of the Board of Directors of Companhia Brasileira de Petróleo Ipiranga, MBR – Minerações Brasileiras Reunidas S.A., Generali do Brasil – Companhia Nacional de Seguros, MRS Logística S.A., Caemi Mineração, Metalurgia S.A. and VARIG – Viação Aérea Rio Grandense. Mr. Gouvêa Vieira is currently a partner at law firm Gouvêa Vieira Advogados and member of the Board of Directors da Boa Esperança S.A. He holds a Law Degree from the Pontifical Catholic University of Rio de Janeiro and an LLM from the University of Berkeley, California (1968-1969).

Investment Committee

The Investment Committee was created on June 14, 2002, is composed of four members, ordinarily meets every three months to review and revise the guidelines of the company’s investment policy and its subsidiaries and has the following duties: (i) evaluate and revise the Company’s investment policy guidelines, (ii) monitor the Company’s proprietary portfolio investment results (iii) evaluate the financial market scenario and trends to support investment decisions and, (iv) verify compliance of the Company’s investment portfolio with the investment policy and guidelines established by the Board of Directors, in line with the best practices of control and risk management. As of 2019, 50% of the members are independent and 100% are non-executive members [SULA18/GRI 102-22]

Investment Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He has been a board member of the Geneva Association since 1999, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice-President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo.
Carlos Infante Santos de Castro Member Member of the Board
Carlos Infante Santos de Castro has been a member of the Board of Directors of Sul América S.A. since 2006, with a seat in its Investments Committee since 2002. He is currently a member of the boards of directors of all operating companies of the SulAmérica Group in the markets of property and casualty, life, private pension, investments and savings bonds. He also sits on the board of directors of Caixa Capitalização S.A., as well as being a member of the Ethics Committee of the National Federation of Insurance Companies (CNSeg). In the SulAmérica group, Mr. Castro held the position of Chief Executive Officer of Sul América Capitalização, Corporate Vice President, Finance Vice President and Vice President for Private Pension and Saving Bonds. He was Chief Executive Officer of GTE-Multitel, a provider of telecommunications equipment, and executive officer for new business at the Cataguazes-Leopoldina group, currently Energisa, in Rio de Janeiro and also was a member of the board of director of Kepler Weber S.A. He holds a degree in Electrical Engineering from the Pontifical Catholic University of Rio de Janeiro. He also holds a Master degree in Business Administration (MBA) from Stanford University, USA, and a Master of Science in Industrial Engineering from the same university. Mr. Castro is board member certified by the Brazilian Institute of Corporate Governance (IBGC).
Domingos Carelli Neto Member (external) Audit and Risk Management Committee Member 
Domingos Carelli Neto has been a member of the Investment Committee since 2009 and of Audit and Risk Management Committee, of Sul América S.A since 2015 and of its subsidiaries from 2013 to 2018. Mr. Carelli has worked in the areas of management, operations and controllership of financial groups since 1968, having served as Vice President of Bank Boston (1975-1985), as a Director at Banco Crefisul (1985-1988) and as Executive Vice President of Banco Sul América and of Sul América Investimentos DTVM (1988-2004). He earned a degree in Production Engineering from the Polytechnic University of São Paulo (USP) in 1967 and has completed several complementary and specialty area programs at Fundação Getúlio Vargas (FGV).
Renato Russo Member Independent Member of the Board
Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014. He is also coordinator of Audit and Risk Management Committee, president of Sustainability Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). Mr Russo lectures on politics in organizations, his area of academic specialization.

Human Capital Committee

The Human Capital Committee was created on October 25, 2000, with four members that meet annually and in extraordinary situations if necessary to decide on matters within its scope of competence, and aims to assist the Board of Directors in the executive compensation policy of the Company, keeping continuously updated with respect to the compensation practices adopted by the market, as well as review and monitor the performance of the executives. The Human Capital Committee should propose compensation consistent with best market practices for the Board of Directors, the Board of Executive Officers, the Fiscal Committee and for the Company’s statutory and non-statutory advisory committees. Further, the committee may fix the compensation for certain individuals, when determined by the Board of Directors. As of 2019, 50% of the members are independent and 75% are non-executive members. [SULA 18/GRI 102-22]

Human Capital Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Patrick Antonio Claude de Larragoiti Lucas President Chairman of the Board
Patrick Antonio Claude de Larragoiti Lucas is Chairman of the Board of Directors of Sul América S.A. and its subsidiaries, and Chairman of the Investments, Human Capital and Governance and Disclosure Committees. He joined Sul América S.A. in 1987 and held the position of Chief Executive Officer of the Company from 1998 to 2010 and of its subsidiaries from 1999 to 2010. He has been a board member of the Geneva Association since 1999, and he was Chairman of the Board of Instituto de Estudos em Saúde Suplementar, and first Vice-President of CNSeg, having also been a member of the Board of Directors of Unibanco Holding. In 1987 he worked for Compagnie Suisse de Reassurances Schweizer Ruck in Switzerland. From 1985 to 1986 he worked in the capital markets department of Chase Manhattan Bank in São Paulo and New York. He graduated in Business Administration from Fundação Getúlio Vargas, São Paulo.
Gabriel Portella Fagundes Filho Member Chief Executive Officer
Gabriel Portella Fagundes Filho has been CEO of Sul América S.A. and its subsidiaries since April 2013. Previously he held the position of Vice-President of Health and Dental at Sul América S.A. He serves as a Vice President of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), and also of Academia Nacional de Seguros e Previdência. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has more than 40 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América, where he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna.
Luiz Fernando Sanzogo Giorgi Member (external) -

Luiz Fernando Sanzogo Giorgi has been a member of the Human Capital Committee since 2013 and he hasmore than 20 years of experience in management and leadership. In 2005 he founded the LFG - Management Consultant Advisory. Currently he is a member of Board of Directors of Arezzo & Co S.A., Board of Director's president of Teadit Gourp S.A., consultive member of Agência de Propaganda Heads, and also a member of committees of Banco Santander S.A. and Martins Atacadista S.A. He worked between 2003 and 2005 as Vice President of Suzano Holding - Suzano Group and he was a member of the Management Committee of Suzano Papel e Celulose and Executive Director of Suzano Petroquímica. From 1989 to 2003, he was a member of the Board of Directors of Petroflex and CEO (Chief executive Officer) and Global Partner of Hay Group - Brazil and Grupo Mundial. Luiz Fernando was a member of Board of Directors of several companies: Lojas Marisa S.A. (2013-2017), Grupo Vonpar (2008-2016), Empresas Concremat (2008-2016), Santher S.A. (2007-2015), J. Macedo Alimentos S.A. (2007-2011), among others.

Walter Roberto de Oliveira Longo Member Independent Member of the Board
Walter Roberto de Oliveira Longo is CEO of Unimark Comunicação, as well as digital entrepreneur and lecturer specialized in marketing, innovation and technology. He is also a Member of the Board of Directors and the Human Capital Committee of SulAmérica. From 2015 to 2017 he was CEO of Abril Group, one of the largest media groups in Brazil. Prior to that, from 2005 to 2016, Mr. Longo served as Strategy and Innovation Mentor for the Newcomm Group, the WPP Group's communications holding that includes agencies Young & Rubicam, Wunderman, Grey Brazil, VML, among others. He has held positions as Regional Director for Latin America of the Young & Rubicam Group and CEO, in Brazil, of Grey Advertising, Wunderman Worldwide, TVA, MTV and the Newcomm Bates Group. He is member of the advisory boards of several technology and retail companies, as well as a partner in several digital media ventures. In addition, he is an internationally recognized lecturer, columnist for multiple publications and author of books on advertising and marketing. He is an advertising professional and business administrator, with an MBA degree from the University of California.

Sustainability Committee

The Sustainability Committee was created on March 9, 2009 , has been reporting to the Board of Directors since February 23, 2011 and is comprised of six members, with the following responsibilities: (a) develop and monitor the implementation of the sustainability policy of the Company and its respective programs,  (b) advise the Board of Directors and assist other stakeholders on issues related to corporate sustainability (c) develop and propose the sustainability strategy of the Company; (d) recommend and monitor the execution of activities related to the sustainability strategy of the Company; (e) conduct reviews of the Company's Sustainability Policy, as needed, to and ensure that the principles reflect stakeholders' expectations and societal challenges; and (f) verify the compliance of and progress with the Company's Sustainability Policy. As of 2019, 33% of the members are non-executives.. [SULA 18/GRI 102-22]

Sustainability Committee Members [SULA 18/GRI 102-18] Position Other Positions Held
Renato Russo President Independent Member of the Board
Renato Russo has been a member of the Board of Directors of Sul América S.A. since 2014. He is also coordinator of Audit and Risk Management Committee, president of Sustainability Committee and member of Investment Committee. Mr. Russo has considerable experience in the financial and insurance markets, where he held different leadership positions in these markets’ representation bodies. Mr. Russo worked at Sul América S.A. where he held several positions, including CEO of Sul América Investimentos and Vice President of the Life and Private Pension business unit. Renato is also a member of Board of Directors of Grupo Cruzeiro do Sul Educacional. He graduated in Social Sciences from Universidade de São Paulo in 1985 and holds a master degree in Business Administration with an emphasis on strategy from INSPER (2007-2010). Mr. Russo holds a certificate of the Advanced Management Program by Warthon Business School (2001) and is a board member certified by the Brazilian Institute of Corporate Governance by IBGC (2017). Mr Russo lectures on politics in organizations, his area of academic specialization.
Álvaro Augusto de Freitas Almeida Member (external) -
Alvaro Almeida has been a member of the Sustainability Committee since 2011. He is a founding partner of Sustainability Report, company which has been acting on behalf of the sustainability insertion in business for 14 years. He graduated with a degree in Jornalism and worked in several magazines until the creation of its own company in 2000. He is responsible to organize the Brands Rio, an international conference, and is a member of Sustainability Committee of Brazilian Institute of Corporate Governance. He also is a member of Creative Council of ONG MinhaSampa.
Ricardo Bottas Dourado dos Santos Member Executive Vice President of Control and Investor Relations
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Marco Antonio Antunes da Silva Member Vice President of Operations and Technology
Marco Antonio Antunes da Silva has been a Vice President of Operations and Technology and a member of the Sustainability Committee since 2013. From 2000 until 2013, he served as Director of Operations in Health at SulAmérica. He is a Member of the Technical Committee on Regulatory Mechanisms at National Federation of Supplementary Health (Federação Nacional de Saúde Suplementar - FenaSaúde), Member at the São Paulo Association of the Insurance Technicians (Associação Paulista dos Técnicos de Seguro - APTS). Additionally, he is a Member of the Technical Board of the Institute for Studies on Supplementary Health (Instituto de Estudo de Saúde Suplementar - IESS), a Legal Representative of SulAmérica in the National Agency for Supplementary Health Services (Agência Nacional de Saúde Suplementar - ANS), Representative of Insurers at the Chamber of Supplementary Health (ANS), Director Responsible for Records and Evidence in Crimes of Law 9.613/98, Coordinator of Health Information Exchange in of Supplementary Health Services (ANS), and Member of the American Chamber of Commerce (AMCHAM) since 2000. He graduated with a degree in Industrial Chemistry from Osvaldo Cruz University and a postgraduate degree in Business Administration from the São Judas University. He also participated in the Management Development Program (PDG) at Fundação Getúlio Vargas.
Patrícia Quírico Coimbra Member Vice President of Human Capital, Administrative area and Sustainability
Patrícia Quírico Coimbra is the Vice President of Human Capital, Administrative and Sustainability at SulAmérica and a member of the Sustainability Committee since 2014. Prior to that she served as Director of Human Capital and Sustainability. She has more than 20 years of experience in human resources and business areas as well as in leading multinational and domestic companies in the oil and gas nondurable consumer goods and telecommunications markets. Ms. Coimbra graduated with a degree in Information Technology from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio) in 1989 and a degree in Economics from Universidade Candido Mendes in Rio de Janeiro (UCAM) in 1994. She also obtained a postgraduate degree in Marketing from PUC-Rio in 1998. She served as the Director of Organizational Development at OI Participações from 2011 until 2013. From 1998 until 2011, she also worked at SC Johnson as the Organizational Development Manager, Sales Technology Manager, Senior Human Resources Manager, Interim Director, and eventually reached the position of Director of Human Resources. She began her career in 1989 at Shell Brazil as the Assistant and later as the Head of Strategic Planning moving on to the position of Head of Corporate Training / Project Leader and then as Corporate Business Partner and Business Development until 1998.
Gabriel Portella Fagundes Filho Member Chief Executive Officer
Gabriel Portella Fagundes Filho has been CEO of Sul América S.A. and its subsidiaries since April 2013. Previously he held the position of Vice-President of Health and Dental at Sul América S.A. He serves as a Vice President of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), and also of Academia Nacional de Seguros e Previdência. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has more than 40 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América, where he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna.

Composition of groups responsible for governance - Age Group and Gender [SULA 89/GRI 405-1]

Selection and nomination process

The advisory committees to the Board of Directors are composed of members with proven experience in the areas of responsibility for the respective group, in addition to the Board members who meet the Competence criterion and external independent members able to contribute significantly to the development of the group’s work. The selection process of external members is conducted by the Compensation Committee to propose names to the Board of Directors. [SULA 24/GRI 102-24]

The selection of members of the Board of Directors and its advisory committees meet three criteria, as appropriate: (i) minimum legal requirements, where they exist, such as in the case of the Board of Directors; (ii) recommendations on best governance practice issued by benchmark institutes, such as IBGC, COSO, IIA, among others, as in the case of the Audit, Governance, Investment and Compensation Committees and (iii) minimum requirements defined internally for each body. In addition to these criteria, independent members were selected to participate in the Governance, Compensation, Audit and Sustainability Committees, and external members on the Compensation and Sustainability Committees.

Evaluation of the Board of Directors

The Board participates in an annual process to measure its collective and individual member performance as well as the performance of the Chairman and the Secretary of the Board. Additionally, the independent board members complete a self-assessment of their respective independence. This evaluation process is an important part of the continuous effort to improve the practices of the Board of Directors. 

Each year the Board conducts a self-evaluation, with the goal of improving the performance of its activities, of the Executive Officers, individual assessments of committees and the overall Company performance. [SULA 28/GRI102-28; SULA 30/GRI 102-31]

The self-assessment is a routine for the Board since 2008 and consists of an objective evaluation form which collects impressions from the members about:

  1. (i) the Board structure, including its composition, priorities, quality and the context of the information received and discussed;
  2. (ii) the transparency of Board relations, including its independence both from shareholders and Company management, as well as through dialog with advisory committees and conflicts of interest;
  3. (iii) support of the corporate secretary office;
  4. (iv) the self-assessment of individual skills and participation and  
  5. (v) the assessment of the Chairman of the Board in conducting his duties

In 2013, the evaluation process for the Board of Directors was used as a case example and published by the IBGC – Brazilian Corporate Governance Institute.

The evaluation of SulAmérica's Board of Directors for the last five years is shown in the graph below:

Board of Executive Officers

The members of the Board of Executive Officers act as the Company‘s legal representatives and are responsible for the day-to-day executive management of SulAmérica‘s business and for implementing the general policies and guidelines set forth by the Board of Directors.

Sul América S.A.’s Board of Executive Officers is composed of four members who are elected by the Board of Directors (and can be removed at any time) for a mandate of one year, being admitted and re-elected for the positions such as, CEO and the Executive Vice President of Control and Investor Relations.

The Board of Directors may assign one or more Executive Officers with the position of Vice President in the financial, controllership, and corporate areas.  The Board of Executive Officers has a Chief Executive Officer, an Executive Vice President and two other Executive Officers. The Executive Vice President is designated as the Executive Vice President of Control and Investor Relations. Aside from the signature of the terms as required by the Corporate Governance Level 2, the elected officers take office through signature in the Book of Meetings of the Company’s Board of Executive Officers and will remain in their positions until the installation of the newly elected officers.

The Executive Officers serve as legal representation of the Company and are responsible for the executive management of business operations and for the implementation of general policies and guidelines established by the Board of Directors. To maximize their performance and the execution of their duties, the Executive Officers have several governing bodies at SulAmérica: (i) Executive Committee (COMEX), who evaluates and decides about corporate and strategic subjects; (ii) Committee for Assessment of Plans of Action (COPA), which evaluates and approves projects proposed by units of the Company which require investments or entail higher costs that pre-established limits; and, (iii) Corporate Risk Committee, which evaluates and approves risk management policies and establishes limits to be observed in the Company’s operations and supporting the strategic management of risk.

The Chief Executive Officer (CEO) is responsible for coordinating the activities of the Executive Officers and the supervision of all of the activities of the Company. The other officers are responsible for the tasks defined by the Board of Directors and the Chief Executive Officer.

The Vice President of Investor Relations, designated by the Board of Directors, must disclose material facts or acts which occur as part of the Company’s business operations and take charge of the Company’s relationship with all market participants as well as regulatory and fiscal entities.  

Furthermore, the Board of Executive Officers, when meeting together, have the power to resolve any issues and business interests of the Company as provided by law or in the Bylaws , except as provided by law or the Bylaws as being the responsibility Annual General Meeting or the Board of Directors.

Executive Officers Position Date of First Election Term of Current Office End Date
Gabriel Portella Fagundes Filho Chief Executive Officer April 04, 2013 2020 AGM
Gabriel Portella Fagundes Filho has been CEO of Sul América S.A. and its subsidiaries since April 2013. Previously he held the position of Vice-President of Health and Dental at Sul América S.A. He serves as a Vice President of Confederação Nacional das Empresas de Seguros Gerais, Previdência Privada e Vida, Saúde Suplementar e Capitalização (CNSeg), and also of Academia Nacional de Seguros e Previdência. He graduated with a degree in Economics from Faculdade Cândido Mendes (RJ) and a specialization in Business Administration from Pontíficia Universidade Católica do Rio de Janeiro (PUC-RJ). He has more than 40 years of experience in the insurance market in general, where he held several leadership positions, moreover at Sul América, where he was in charge of the Commercial, Health, Life and Pension, besides the position held as a Vice President of the joint venture of Sul América with the American insurance company, Aetna.
Ricardo Bottas Dourado dos Santos Executive Vice President of Control and Investor Relations August 17, 2017 2020 AGM
Ricardo Bottas Dourado dos Santos is SulAmérica’s Vice President of Control and Investor Relations Officer. Has joined SulAmérica group in 2015 and since then has been the Financial Officer of the group companies. From 2011 to 2015 worked at HRT Petróleo (now PetroRio), his last position being Chief Financial Officer. Between 2000 and 2011, has held several positions in the Neoenergia Group - the last 5 years as Superintendent of Planning and Control. Was an auditor from 1997 until 2000 at Ernst & Young (EY). With over 20 years of experience in the energy industry (electric, oil & gas) as well as in auditing, with extensive experience in finance, treasury, accounting, tax, controlling, planning, budgeting, mergers, acquisitions and investor relations. Graduated in Business Administration from UNIFACS – Salvador and with MBA in Corporate Finance from IBMEC – Rio de Janeiro.
Laenio Pereira dos Santos Executive Officer March 30, 2007 2020 AGM
Laenio Pereira dos Santos has been a member of the Company‘s Board of Executive Officers since March of 2007. He joined SulAmérica in 1981 and has worked on the executive boards of several of the group‘s companies since 1998, overseeing their accounting divisions. Mr. Santos has been a member of the Administrative and Financial Commission of FENASEG since 1998, and has acted as the commission‘s Vice President since 2005, and has been a member of the Administrative and Financial Commission of CNSeg since 1998, and has acted as the commission‘s President since 2011. He has also served on the accounting commissions of SUSEP and ANS since 2000 and 2007, respectively. He earned a degree in accounting from the Rio de Janeiro University of Economics and Finance in 1986. He also earned a teaching degree in accounting from the Educational Center of Niterói (FACEN). He completed an Executive MBA in 2012 from the Coppead Institute of Business Admisnistration of the Federal University of Rio de Janeiro.
Fabiane Reschke Executive Officer June 22, 2016 2020 AGM
Fabiane Reschke has been a member of the Board of Executive Officers of Sul América S.A. since June, 2016. On the last five years, Fabiane was Legal and Regulatory Director of Nextel Telecomunicações S.A., between January and June of 2016, Director Chief of Chairman’s Office of Telefônica Brasil S.A. from 2013 to 2015 and Legal Director of SulAmérica between 2011 and 2013. Has over 15 years’ experience in legal management, working in large companies in the areas of Communications and Telecommunications. From 2008 to 2011 was Director of Telefonia Brasil, served as Legal Director of Terra Networks do Brasil S.A from 2000 to 2008. From 1997 to 2000 was attorney for the Rede Brasil Sul de Comunicações – RBS – Porto Alegre/RS, responsible for the regulatory and telecommunications department. From 1995 to 1997 was an associate of Escritório Vicenzi Advogados Associados – Porto Alegre/RS, developing activities in the civil, contractual and business law. From 1993 to 1995 advised Italian companies with investments in Brazil. In 1993 graduated in Law and Social Sciences from the Pontifícia Universidade Católica do Rio Grande do Sul. Fabiane is Post Graduated in Civil Procedure from the Università degli Studi di Milano, in Business Law from the University of Bologna, in Economic Integration and Foreign Trade from the Pontifícia Universidade Católica do Rio Grande do Sul, in Business Law and Economics from the Fundacao Getulio Vargas-RS and has a Master’s degree in Commercial Law from the University of São Paulo.

Performance Evaluation Mechanisms

The performance evaluation mechanisms for the Executive Officers and the Board of Directors of the Company are based on financial and operational performance indicators as well as key stakeholders satisfaction levels and sustainability goals.  

Moreover, each year, the members of the Board of Directors of the Company participate in a process of self-assessment of their own as well as  collective performance, identifying and proposing actions contribute to the improvement of the performance of the Board, also addressing issues relating to the performance and interaction advisory committees.

Key management personnel are evaluated annually by the Board of Directors or the Compensation Committee based on targets established in the management contracts and aligned with the Company’s strategy.

Fiscal Council

The Fiscal Council is not instated on a permanent basis; rather it is only installed whenever a request is made by its shareholders, pursuant to Brazilian Corporate Law. It is comprised of three to five members elected at the General Meeting at which its installation is requested with an equal number of alternates, who may or may not be shareholders. The Fiscal Councilors will be conditioned to the signing of the Consent Statement of the members of the Fiscal Council referenced in the Corporate Governance Level 2 Regulation, as well as in compliance with the applicable legal requirements. The duties of the Fiscal Council are set forth in Law No. 6.404/76, as amended by Law No. 10.303/01. 

Last updated on 2019-09-10T15:56:08

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