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 one-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. Only one member of the Executive Board belong to the Board of Directors.

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.

 

curriculos

Board of Directors
Names Position Nomination
Antonio Kandir Independent Chairman Controlling Sharerholder
Antonio Martins Fadiga Independent Member Controlling Sharerholder
Marcos Ribeiro Leite Member Controlling Sharerholder
Rubens Antonio Barbosa Independent Member Controlling Sharerholder
Paulo Sergio Caputo Independent Member Controlling Sharerholder

 

Antônio Kandir

He was minister of Planning and Budget, State Congressman, president of the National Privatization Council, governor of the IDB, special secretary of Economic Policy, President of IPEA, director of Kandir e Associados S/C Ltda and coordinator of Studies Itaú Planning and Engineering. He has been a professor at Unicamp, at PUC/SP and Assistant Faculty Fellow at the University of Notre Dame. He has an undergraduate degree in mechanical engineering in production from the Polytechnic School of the University of São Paulo, a Master ‘s degree and a Ph.D. in economics from UNICAMP. Over the last ten years he has been active as a member of Boards of Directors and managed several investment funds. From 2011 to 2012 he was a partner in Governança & Gestão Investimentos Ltda. and participated on the Boards of Directors of companies such as GOL, Aegea, Marisol, CSU and Vibra. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities. He is an independent member and was used under the guidance of the new market regulation, article 2.1. to assure its independence.

Antonio Martins Fadiga

He began his career as a marketing professional and worked in well known agencies like BBDO, Leo Burnett, Young & Rubicam and Fischer. He has an undergraduate degree in Communications from USP and took post-graduate courses in Marketing and Management in New York, Toronto and London. In addition to advertising, he led groups of companies specialized in different areas of communication. He has published regularly in Meio e Mensagem for two years on the issues involving integrated communication, he won the Caborável Award in Service & Planning, and he was the professional of the year for the APP. He was also chosen professional of the year by Columnists Prize and was one of the ten most recognized professionals of the market according to study Agency Scope in 2012, in the consultants category. In early 2014 he joined Artplan São Paulo as a partner and CEO. He has also been a member of the Board of the AACD and WWF on a pro bono basis. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities. He is an independent member and was used under the guidance of the new market regulation, article 2.1. to assure its independence.

Marcos Ribeiro Leite

He has an undergraduate degree in business administration from the Getúlio Vargas Foundation and is a founding partner and current CEO of the company and a Member of the Board of Directors. He has long experience in the credit card business, having worked as a Vice President in Sales and Finance for Credicard. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities. He is an independent member and was used under the guidance of the new market regulation, article 2.1. to assure its independence.

Rubens Antonio Barbosa

With a Master’s degree from the London School of Economics and Political Science in 1971, Ambassador Rubens Barbosa has held many positions in the government of Brazil and the Ministry of Foreign Affairs: secretary of International Affairs of the Ministry of Finance; Permanent Representative of Brazil by the Latin American Association of integration (ALADI); under-secretary-general for Integration, Economic Affairs and Foreign Trade of the Ministry of Foreign Affairs and coordinator of the Brazilian Section of the MERCOSUR Group. He was Brazil’s ambassador in London from January 1994 to June 1999 and in Washington from June 1999 to March 2004. He served as president of the Association of Coffee Producing Countries (APPC) in London for five years. He publishes regularly in the Estado de São Paulo and O Globo, in addition to essays and four books, among which stand out: Panorama Visto de Londres, which deals with foreign and economic policy; Integração Econômica da América Latina and The Mercosur Codes, published by the British Institute of International and Comparative Law, He is the Editor and organizer of “O Brasil dos Brasilianistas”, MERCOSUR and Regional integration, the Dissent of Washington (2011) and Interesse Nacional e Visão de Futuro (2012). He is a business consultant today and is, among others, of president of the Board of Foreign Trade of FIESP, president of the Deliberative Council of SOBEET (Sociedade Brasileira de Estudos de Empresas Transnacionais e da Globalização Econômica) and member of several other Councils, such as CSU CardSystem S.A. company and the Associação de Comércio Exterior do Brasil (AEB). He is a member of Gacint – Grupo de Análise da Conjuntura Internacional da USP, the President Emeritus of the CEBEU – Brazil-US Business Council. He is the editor of Revista Interesse Magazine. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities, and is thus qualified for the practice of his professional activities. He is an independent member and was used under the guidance of the new market regulation, article 2.1. to assure its independence.

Paulo Sergio Caputo

He is a founding partner of ORIA Gestão de Recursos, which specializes in managing investment funds in companies in the information technology sector. He is an attorney and was regional director of the Grupo RBS and has held various management positions in Datasul S.A., CFO/COO and Director of M&A and Member of the Board of Administration. He was responsible for the implementation of the investment plan after the Datasul IPO, for the acquisition of 10 companies in 18 months and for the merger of Datasul with Totvs S.A., where he was VP of marketing and software. Later he was chairman of the Board of Directors of Bematech S.A. from 2013 until its incorporation by Totvs S.A. in 2015. He was a member of the Board of Directors of Opentech S.A., Argo Solutions S.A., Britech S.A. and Zenvia S.A. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities.

Statutory Board of Executive Officers
Name Position
Marcos Ribeiro Leite CEO
Ricardo José Ribeiro Leite Financial, Legal and Investor Relations Officer
João Carlos Matias Officer without specific designation

 

Marcos Ribeiro Leite

He has a Business Administration degree from the Getúlio Vargas Foundation and is a founding partner and current CEO of the company and a Member of the Board of Directors. He has long experience in the credit card business, having worked as a Vice President in Sales and Finance for Credicard. He has never been subject to any conviction for any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, that led to his suspension or disqualification from any professional or commercial activity.

Ricardo José Ribeiro Leite

He has an undergraduate degree in Business Administration from the Getúlio Vargas Foundation, a graduate degree in Personal Finance from FEA/USP in 2003 and currently is pursuing a Master’s degree in Business Administration and Finance from PUC/São Paulo. 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. He is currently managing director and the Financial and Investor Relations Officer for the company. Ricardo José Leite is the brother of Marcos Ribeiro Leite. He has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities.

João Carlos Matias

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 has never been convicted of any felony offense, and no conviction or penalty has been applied in administrative proceedings before the SEC and has never been convicted, in judicial or administrative actions, of any act that led to his suspension or disqualification from any professional or commercial activity, and is thus qualified for the practice of his professional activities.

Fiscal Council
Name Position
Sérgio Tuffy Sayeg Effective Member
Luiz Alberto de Castro Falleiros Effective Member
Ivam Ricardo Peleias Effective Member
Sérgio Luiz da Silva Ribeiro Substitute Member
Eduardo Georges Chehab Substitute Member
Enio Luiz Delollo Substitute Member

 

Sérgio Tuffy Sayeg

Graduated in business administration and postgraduate in capital markets from the Faculty of Economics, Administration and Accounting of the University of São Paulo. Professor in MBA, postgraduate and executive education courses at the Institute of Administration Foundation – FIA, Ibmec, Insper and financial and capital market entities. Qualified with “Certification for Directors of Administration by Experience” and “Certification for Fiscal Counsel for Experience” by IBGC – Brazilian Institute of Corporate Governance, “CNPI – National Certification of Investment Professionals” by APIMEC – Association of Investment Analysts and Professionals of the Capital Market and “Professional Certification ANBIMA – series 20”. Since 1976, he has been working in the financial, capital and corporate markets, working as an executive and director at Unibanco, Banco London Multiplic, Banco Safra, DTVM Seller, Banco Fibra, Dresdner Asset Management, São Paulo Stock Exchange, SABESP – Cia. of Basic Sanitation of the State of São Paulo and FIRB – Financial Investor Relations. Member of the Fiscal Council of CSU CardSystem SA (2008 – 2016, 2018 – current), of Enauta Participações SA (2014 – current), EcoRodovias Infraestrutura e Logística SA (2018 – current), Companhia de Saneamento de Minas Gerais – COPASA MG (2018 – current) and Linx SA (2018 – current). Member of the Statutory Audit Committees of São Paulo Turismo S.A. and of the Traffic Engineering Company (2018 – current). Specialized member of the Audit Committee of Banco GMAC S.A./Chevrolet Financial Services (2012 – 2018). Adviser of Administration of Investments and Participation in Infrastructure S.A. – INVEPAR (2017). Fiscal Council of Eldorado Brasil Celulose S.A. (2017), of Providência Indústria e Comércio (2012 – 2015), Marfrig Global Foods S.A. (2010 and 2012) and CR Almeida S.A. Engenharia e Construções (2011 – 2015). Board Member (2007 – 2009) of Lojas Salfer S.A. Member of the Audit Committee Institute of KPMG, the EY Board Members Program and the Commissions for Communication and Capital Markets and the Community of Certified Counselors of the IBGC. Board of Directors (2003 – 2008) and vice-president of the International Commission of IBRI – Brazilian Institute of Investor Relations.

Luiz Alberto de Castro Falleiros

Graduated in Economics from the State University of Campinas (1978) with a postgraduate degree in Economics from PUC-SP (1982). MBA in Finance from FACAMP. He is a member of the Board of Directors of Tiradentes University, having been a member of the Board of Directors and Fiscal Councils of a number of companies. He is a founding partner of FASCE Assessoria e Consultoria Empresarial. He has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any unappealable judgment of conviction, in the judicial or administrative level, which resulted in his suspension or disqualification for performing any professional or commercial activity and is fully able to exercise his professional activities.

Ivam Ricardo Peleias

PhD and MS in Accounting Sciences from the Faculty of Economics and Accounting Administration of the University of São Paulo. Professor for Master’s Degree in Accounting and Administration Sciences at Fundação Escola de Comércio Álvares Penteado (FECAP) since 2000, and for the Undergraduate Program in Accounting Sciences at the Pontifical Catholic University of São Paulo (PUC-SP) in São Paulo (2001 to 2017). Advised, between 2004 and 2015, the Fiscal Council of Unimed São José dos Campos – Medical Cooperative. Partner, Perícia e Consultoria Contábil, Ltda. (IRPE), a company providing accounting expertise services. Accounting Expert, Legal Opinions and Consultant. Technical assistant in arbitration and judicial processes, nominated by law offices and organizations. He worked for twenty-five years in national and foreign companies, in various sectors of activity, in technical, managerial and managerial positions. He has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any unappealable judgment of conviction, in the judicial or administrative level, which resulted in his suspension or disqualification for performing any professional or commercial activity and is fully able to exercise his professional activities.

Sérgio Luiz da Silva Ribeiro

Graduated in Accounting Sciences, with extension in Management Development by IGA/PUC-RJ and MBA in Controllership from FIPECAFI/USP, besides courses in Brazil and abroad. He was superintendent of controlling at CSU CardSystem S.A. from 2009 to 2013. Since November 2017, he has held the position of Accounting and Tax Superintendent at CPFL Energias Renováveis S.A. He has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any unappealable judgment of conviction, in the judicial or administrative level, which resulted in his suspension or disqualification for performing any professional or commercial activity and is fully able to exercise his professional activities.

Eduardo Georges Chehab

Graduated in Civil Engineering from the Polytechnic School of USP in 1978. He holds a postgraduate degree in Business Administration from Fundação Getúlio Vargas/CEAG, 1987. Master’s degree in Business Administration from Insper in 2005. He has worked for more than 30 years in the financial market, and in the last 20 years has been an executive of the credit area for medium and large companies in the ABN AMRO Real and WestLB banks and director of corporate governance ratings and scores for Standard & Poor’s. He is a board member of the IBGC, a board member of Tonon Bioenergia, chairman of the Fiscal Council of Editora do Brasil, a member of the Board of Directors of Multiner and Mesa Participações, an advisory board member of a privately-held family company, a consultant in corporate governance structuring and improvement of financial management in medium to large companies, a member of KPMG’s ACI (Audit Committee Institute) and professor of Finance and Corporate Governance in postgraduate and MBA courses. He has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any unappealable judgment of conviction, in the judicial or administrative level, which resulted in his suspension or disqualification for performing any professional or commercial activity and is fully able to exercise his professional activities.

Enio Luiz Delollo

Bachelor degree in Law from the University of São Paulo, 1986. MBA in Tax Law from the University Extension Center (1988), in Business Management awarded by the Fundação Getúlio Vargas (2005) and in Business Management from the Fundação Dom Cabral (2012). Among his professional experiences he was Senior Tax Manager at KPMG Peat Marwick (1985 – 1994) and Tax General Manager for South and Central America for LG Electronics do Brasil Ltda (2010 – 2015). He is currently a Tax Advisor for Leonardo Lobo Advogados, a law firm specialized in Business Law. He has not been subject to the effects of any criminal conviction, any conviction or penalty in administrative proceedings before the CVM and any unappealable judgment of conviction, in the judicial or administrative level, which resulted in his suspension or disqualification for performing any professional or commercial activity and is fully able to exercise his professional activities.