ESG

Management and Committees

Board of Directors

According to CSU’s Bylaws, the Company’s Board of Directors may be composed of five to nine members. Board members are elected by the shareholders at an Annual Shareholders’ Meeting for a two-year term, with the possibility of re-election.

Under Brazilian Corporate Law, Board members are prevented from voting at Shareholders’ Meetings, nor may they take part in any transaction or business that may conflict with the interests of the Company.

The Board of Directors is responsible, as a collegiate body, for establishing policies and general business guidelines, including long-term strategies, and for electing the members of the Board of Executive Officers and supervising its work, as well as those activities determined by law and the Company’s Bylaws.

The Board of Executive Officers is responsible for administering business in general and carrying out all necessary or convenient acts, as well as executing the resolutions of the Board of Directors. The members of the Executive Board have individual responsibilities appropriate to the positions they occupy.

The relationship between the Board of Directors and the Executive Board is in line with the good practices of corporate governance adopted by the Company and expressed in its Bylaws and the Listing Rules of the Novo Mercado. These practices seek to reduce conflicts of interest and are aimed at ensuring transparency, accountability and equal treatment for all shareholders.

Name and position of members

Antonio Kandir Independent Member and Chairman of the Board

He was Minister of State for Planning and Budget, Federal Deputy, President of the National Privatization Council, Brazilian Governor at the BID, Special Secretary for Economic Policy, President of IPEA, Director of Kandir e Associados S/C Ltda. and Coordinator of Studies at Itaú Planejamento e Engenharia. He also worked as a professor at Unicamp, PUC/SP and Assistant Faculty Fellow at the University of Notre Dame and has managed investment funds. Graduated in Mechanical Production Engineering from the Polytechnic School of the University of São Paulo, Master in Economics from UNICAMP, and a Ph.D. in Economics from UNICAMP. He is a board member of AEGEA, CPFL, COIMEX, MRV and INTER&CO. These companies are not part of the Issuer’s economic group and are not controlled by the Issuer’s shareholders. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21 and, following an analysis by the Board of Directors, his independence has been confirmed in accordance with Articles 16 and 17 of the Novo Mercado Regulation.

Antonio Martins Fadiga Independent Member

With a degree in Communications from the University of São Paulo (USP), he began his career as a marketing professional, working in well-known agencies such as BBDO, Leo Burnett, Young & Rubicam and Fischer. He specialized in marketing at FGV and attended various management courses in New York, Toronto and London. In addition to advertising, he has managed groups of companies specializing in different communication disciplines. He has been nominated for the Caboré Award in Customer Service & Planning and, more recently, as Communication Industry Leader; Professional of the Year by APP; Professional of the Year and Advertising Person of the Year by the Columnists Award; and one of the ten most recognized professionals in the market, according to marketing professionals, by the Agency Scope study in 2012 and 2018 (Scopen). In early 2014, he took over Artplan, the largest advertising agency in the market with 100% national capital, in São Paulo, as partner and CEO. He also took over the Rio de Janeiro office in 2019 and the Brasília office in 2022. He was recently promoted to President of the agency. Fadiga is also a partner in Dreamers Group Holding, which owns 18 companies. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21 and, following an analysis by the Board of Directors, his independence has been confirmed in accordance with Articles 16 and 17 of the Novo Mercado Regulation.

Marcos Ribeiro Leite Member

Graduated in Business Administration from Fundação Getúlio Vargas. He is a founding partner of the Company and currently CEO and member of the Board of Directors. He is a director of Anapurus Comércio e Participações Ltda. He has extensive experience in the credit card industry, having served as Financial and Commercial Vice President of the company Credicard. Anapurus Comércio e Participações is not part of the Issuer’s economic group and is controlled by a shareholder of the Issuer. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

Rubens Antonio Barbosa Independent Member

Graduated from the London School of Economics and Political Science in 1971; Secretary for International Affairs at the Ministry of Finance; Under-Secretary General for Integration, Foreign Trade and Economic Affairs at the Ministry of Foreign Affairs and Coordinator of the Brazilian Section of the Mercosur Group; Chief Negotiator for Brazil in the Uruguay Round of the then GATT until 1999; President of the Association of Coffee Producing Countries (APPC); Brazilian Ambassador to the Latin American Integration Association (ALADI) (1987-1990); Brazilian Ambassador in London from 1994 to 1999 and Ambassador in Washington from 1999 to 2004. He is a columnist for “Estado de São Paulo” and the author of, among other books, “O Dissenso de Washington” (2011) and “Interesse Nacional e Visão do Futuro” (2012), “Um diplomata a serviço do Estado” (2018) and “o Lugar do Brasil no mundo” (2022). Member of the Paulista Academy of Letters. Current positions: Business Consultant; President of the Brazilian Wheat Industry Association (ABITRIGO), the Center for Defense and National Security Studies and the Institute of International Relations and Foreign Trade (IRICE); President Emeritus of CEBEU – Brazil – United States Business Council; Member of the Deliberative Council of the Brazilian Foreign Trade Association (AEB); Member of Gacint – USP’s International Conjuncture Analysis Group; Member of several other Boards, such as CSU CardSystem S.A. and Veirano Advogados; Editor-in-Chief of the magazine “Interesse Nacional”. He is not subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final and unappealable judicial or administrative conviction which would have led to the suspension or disqualification from the exercise of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM or any final and unappealable judicial or administrative conviction which would have led to the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to practice his professional activity, and, after analysis by the Board of Directors, its classification as independent was ratified pursuant to Articles 16 and 17 of the Novo Mercado Regulation.

Ricardo José Ribeiro Leite Member

Graduated in Business Administration from Fundação Getúlio Vargas, with a post-graduate degree in Personal Finance from FEA/USP in 2003. He worked for 17 years at Citibank, where he held the positions of Director of Corporate Financing and Leasing. He joined the CSU Group in 1998 as a member of the Board of Directors. Ricardo José Ribeiro Leite is the brother of Marcos Ribeiro Leite. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

Executive Officers

Marcos Ribeiro Leite CEO

Graduated in Business Administration from Fundação Getúlio Vargas. He is a founding partner of the Company and currently CEO and member of the Board of Directors. He is a director of Anapurus Comércio e Participações Ltda. He has extensive experience in the credit card industry, having served as Financial and Commercial Vice President of the company Credicard. Anapurus Comércio e Participações is not part of the Issuer’s economic group and is controlled by a shareholder of the Issuer. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21.

Pedro Alvarenga d’Almeida Financial and Investor Relations Officer

Graduated in Economics from UERJ – Universidade do Estado do Rio de Janeiro, with post-graduate and extension courses at FGV – Fundação Getulio Vargas and COPPEAD/UFRJ – Universidade Federal do Rio de Janeiro, with more than 15 years of experience as an executive and tax consultant, working in the areas of finance, M&A and IR of large public companies such as Yduqs, Oi, LIQ, Nexpe and Bemobi. He has not been the subject of any criminal conviction, conviction or penalty in any administrative proceeding before the CVM and has not been the subject of any final and non-appealable judicial or administrative judgment which would have led to the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities.  He is currently responsible at the Company for compliance with the Operational and Liquidity Risk Management Policy, in accordance with Bacen Circular 3,681/2013, and the Prevention of Financial Laundering and Terrorist Financing Policy (PLDFT), in accordance with Bacen Circulars 334/2023 and 3,978/2020. Not considered a Politically Exposed Person as defined in CVM Resolution 50/21.

Fabiano Agante Droguetti Officer without specific designation

Graduated in Business Administration with specialization in Marketing and Finance from Faculdade São Luís / SP and MBA in Business Management from Fundação Instituto de Administração – FIA / USP. He has 30 years of experience in IT, with 25 years focused on B2B services. He has held leadership positions in project management, technical support, technology engineering, pre-sales and product development teams in the financial and IT services markets, in companies such as Microcamp, Credicard, Optiglobe, TIVIT and CSU. He was one of the people responsible for the digital transformation journey of the TIVIT portfolio and, more recently, CSU. In the company, he is responsible for compliance with the cybersecurity policy with an action plan for responding to information security incidents, in accordance with Bacen Circular No. 3,909/2018. He is not subject to the effects of any criminal conviction, conviction or penalty in administrative proceedings before the CVM, or any final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the exercise of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

Audit Committee

Antônio Kandir Independent Member of the Board of Directors

He was Minister of State for Planning and Budget, Federal Deputy, President of the National Privatization Council, Brazilian Governor at the BID, Special Secretary for Economic Policy, President of IPEA, Director of Kandir e Associados S/C Ltda. and Coordinator of Studies at Itaú Planejamento e Engenharia. He also worked as a professor at Unicamp, PUC/SP and Assistant Faculty Fellow at the University of Notre Dame and has managed investment funds. Graduated in Mechanical Production Engineering from the Polytechnic School of the University of São Paulo, Master in Economics from UNICAMP, and a Ph.D. in Economics from UNICAMP. He is a board member of AEGEA, CPFL, COIMEX, MRV and INTER&CO. These companies are not part of the Issuer’s economic group and are not controlled by the Issuer’s shareholders. He is not subject to the effects of a criminal conviction, a conviction or penalty in an administrative proceeding before the CVM, or a final and non-appealable judicial or administrative judgment that would have resulted in the suspension or disqualification from the practice of any professional or commercial activity, and is therefore duly qualified to exercise his professional activities. He is not considered to be a politically exposed person within the meaning of CVM Resolution 50/21 and, following an analysis by the Board of Directors, his independence has been confirmed in accordance with Articles 16 and 17 of the Novo Mercado Regulation.

João Carlos Matias Audit Committee Coordinator

Undergraduate degree in Engineering from the Faculty of Industrial Engineering. He has 35 years of experience in the credit card business, having worked at the company in the areas of systems, Credicard technology and operations. He joined the CSU Group in 1992. He was not subject to the effects of any criminal conviction, any conviction or application of a penalty in an administrative proceeding before the CVM and any final and unappealable conviction, in the judicial or administrative sphere, that would have caused the suspension or disqualification for the practice of any professional activity or business, thus being duly qualified to practice their professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

Sérgio Luiz da Silva Ribeiro Experienced member in corporate accounting

Graduated in Accounting from Universidade da Cidade – RJ in 1992, extension in Management Development Program from IAG/PUC-RJ in 1996 and MBA in Controllership from FIPECAFI/USP in 2009. He has about thirty years of experience in controllership, accounting, taxes and auditing, working in “Big Four” auditing firms and in national and foreign corporations with businesses in the energy, means of payment, health, communication and food sectors, mostly listed on the B3 Novo Mercado. He was not subject to the effects of any criminal conviction, any conviction or application of a penalty in an administrative proceeding before the CVM and any final and unappealable conviction, in the judicial or administrative sphere, that would have caused the suspension or disqualification for the practice of any professional activity or business, thus being duly qualified to practice their professional activities. He is not considered a politically exposed person within the meaning of CVM Resolution 50/21.

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