Board of Directors
IMC‘s board of directors is its decision-making body responsible for the formulation and implementation of the general guidelines and policies of the Company‘s business, including its long-term strategies. IMC‘s board of directors is also responsible for appointing and supervising its executive officers.
Pursuant to the Company‘s by-laws, its board of directors consists of a minimum of five and a maximum of seven members, one being the Chairman. The Chairman of the board of directors shall be elected by the majority of the members attending the first board meeting immediately after their incumbency to their positions. Board members are elected for two-year terms and may be reelected and removed at any time by shareholders at a special shareholders‘ meeting.
Luiz Fernando Ziegler de Saint Edmond. Mr. Luiz Fernando Ziegler de Saint Edmond is a Co-Founder of Dreampact Ventures and a member of the Board of Directors of Alpargatas and Life Equals. He was the CEO of Ambev and Anheuser-Busch, and the Chief Sales Officer of ABInbev. He was also a member of the Board of Directors of Ambev. Luiz earned a degree in Production Engineering from UFRJ and completed the Harvard Business School’s OPM program for Key Executives, in addition to other executive programs at Stanford, Kellogg and Yale.
Grace Cury de Almeida Gonçalves Tourinho. Ms. Grace has a degree in Economic Sciences from Faculdade Católica de Salvador and a Master Business Administration (MBA) from IBMEC – São Paulo. Developed his professional career at Price Waterhouse from Brazil and Portugal during the period from 1986 to 1994, as well as worked at OPP Petroquímica / Braskem, an Odebrecht Group company from 1996 to 1998 in the area of USGAAP. From 1998 to 2005, she worked at the Controllership of Companhia de Bebidas das Américas AmBev. From 2005 to June 2008, he was Controller at Kimberly Clark Brazil. From July 2008 to September 2012 assumed the positions of Chief Financial and Investor Relations Officer and later General Director Brazil of T4F Entretenimento S.A. From 2012 to 2014, she held the position of General Director of UFC – Brazil. From 2014 to 2020 he acted as Chief Financial Officer (CFO) and Investor Relations Officer at Qualicorp S.A.
Francisco Tosta Valim Filho. Mr. Francisco holds a degree in Business Administration from the Universidade Federal do Rio Grande do Sul (UFRGS) where he won the Young Researcher award in 1988. He has a postgraduate degree in Strategic Planning also from UFRGS in addition to an MBA from the University of Southern California. He was CFO of OI S.A between 2002 and 2003 and later CEO between 2011 and 2013, in 2013 and 2014 he was CEO of Via Varejo having been responsible for the IPO process. He has extensive experience in turnarounds and organizational transformation processes, team developer, growth, strategic planning and solid financial knowledge.
Lucas Santos Rodas . Mr. Lucas Santos Rodas is a Managing Partner at FARO Capital, the Chair of the Board of Directors of Companhia Nitro Química Brasileira, a member of the Board of Directors of Montecitrus, a member of the Board of the Institute for Studies in Industrial Development (IEDI – Instituto de Estudos para Desenvolvimento Industrial) , a partner and a member of the Investment Committee of Baraúna Gestora. He was a managing partner at Sagatiba Brasil, worked in the areas of M&A and capital market at Bank of America, and also worked at Unibanco. He earned a degree in Business Administration from FAAP and completed the Harvard Business School’s OPM program.
Fued Elias Sadala Junior. Mr. Fued has a degree in Mechanical Engineering from the Federal University of Minas Gerais. He participated in executive programs at Insead-Wharton and Harvard Business School. Fued serves as president of board of Ryvit, an information technology company (Missouri), and as an observer on the board of Misfits, an Esports company (Florida). Fued started his career as a trainee at Anheuser-Busch InBev (ABI), where he worked for 23 years, with great prominence in the areas of industrial operations, technology and shared services. He occupied senior global and regional leadership positions in Europe, South, Central, and North America. During his time at ABI, he led a number of business transformations, including integrating companies into mergers and acquisitions. Currently, as a co-founder and director of Dreampact, a privately held partnership, Fued supports his startups in developing business strategies. Given his long experience in Operations, he advises them specifically on the logistics chain, strategic supply, improving efficiency, technological innovation and attracting talent. Fued is also responsible, along with his partners, in researching and analyzing investment opportunities, connecting with various stakeholders in the investment community and in their own network built during their career in large companies.
Lincoln Pimentel Martins. Mr. Lincoln Pimentel Martins has a degree in Economics from Brigham Young University (USA) and an MBA in Business Management from Fundação Getulio Vargas. He started his career in 2003 at Wizard, reaching the position of CEO in 2010. During this period, he was responsible for the consolidating the Multi Education Group by acquiring eight language learning and occupational training networks such as Yázigi, Microlins, and Skill. He led and concluded, in December 2013, the sale of Multi Education Group to the British company Pearson, for R$2 billion. After the sale of Multi Education Group, he founded the family holding, Sforza Holding, in which he currently occupies the position of CEO. Sforza invests in retail, sports, and real estate markets, both in Brazil and abroad, owning the brands Mundo Verde, Aloha, Topper, Rainha, Ronaldo Academy, Pizza Hut, KFC and Taco Bell in Brazil, among others. He currently occupies the position of Executive Officer of Multi QSR, a company belonging to Sforza Group. Multi QSR is the master franchisee of the brands Pizza Hut, KFC and Taco Bell in Brazil.
Joseph B. Call. Mr. Joseph Call has a degree from Brigham Young University. He is an executive vastly experienced in the restaurant industry, with over 20 years working in the segment. He started his career as a restaurant team member until achieving his current position as Chief Development Officer of Pizza Hut International. Before his current position, Mr. Joseph was Senior Director of KFC Global Development, Chief Development Officer of KFC Africa, CFO of KFC Africa and CFO of Yum! Restaurants International in Canada. In addition, Mr. Joseph served as a Trustee of KFC Africa’s Add Hope, which currently feeds over 160,000 children every day, in partnership with over 100 South African partner beneficiaries. His experience in over 4 countries brings a special and real understanding of the challenges faced by a global brand.
Board of Executive Officers
Pursuant to the Company’s Bylaws, IMC’s Board of Executive Officers shall be composed of a minimum of two (2), and a maximum of ten (10), officers, with a two (2)-years term of office, and reelection is allowed. In accordance with the Brazilian Corporation Law, each Executive Officer shall reside in Brazil, and can be a shareholder or not. Furthermore, the members of the Board of Directors shall occupy a maximum of one third of the Board of Executive Officers’ positions.
Alexandre de Jesus Santoro. Mr. Santoro has a degree in Computer Science from the University of Salvador Law School and a master‘s degree from Fundação Getulio Vargas. Mr. Santoro was Global CEO of Popeyes, which under his management became one of the fastest growing restaurant chains in the world and was also Vice President of Operations and Supply Chain for Restaurant Brands International (RBI). In addition, the executive served as CEO, president and vice president of logistics for ALL – América Latina Logística SA and in leadership positions at Ambev and Danone.
Gustavo Barros de Aguiar Gomes. Mr. Gustavo has a degree in Business Administration from the University of Pernambuco and has 23 years of professional experience in the supply chain, logistics and financial areas. At Ambev he was Regional Operations Manager in Brazil. In 2016 he was Project Director in Mexico and Director of Operations between the years 2017 to 2020, also in Mexico.
Fernanda de Souza e Silva Fernandes. Mrs. Fernanda is a psychologist with a postgraduate degree from PUC-SP. More than 20 years of experience, including mergers, acquisitions, startups, digital transformation, succession planning, employer branding and people analytics. Extensive experience in processes of incorporation and expansion of companies, restructuring and resizing of operations, management of change and organizational culture, cost reduction programs and continuous improvement. Emphasis on aligning HR strategies with business strategies.
Alexsandro Benedito Xavier Pinto. Mr. Alexsandro has extensive experience as a marketing executive in important companies in Brazil and abroad, in recent years has served as Senior Marketing Manager at Ambev between the years from 2008 to 2011 in the Dominican Republic and Marketing Director responsible for Latin America from 2012 to 2014. The following year he was Vice President of Marketing & Head of Corona at Grupo Modelo in Mexico.
Edvaldo Souza. Mr. Edvaldo has a degree in business administration and has 26 (twenty and his) years of experience in companies such as Ambev, Gafisa and Grupo Algaia, developing business plans, planning and developing new business units (startups) and promoting operational restructuring and turnaround aimed at sustainable growth and greater profitability with extensive experience in the chemical, real estate, beverage, logistics and other sectors.
Rafael Bossolani. Mr. Rafael Bossolani has a degree in economics and 20 years of experience in the financial sector. The executive held the position of Chief Financial and Investor Relations Officer at Hering, one of the most important retail companies in Brazilian market, in addition to holding a position on the Fiscal Council of Fundação Hermann Hering. Bossolani also served as Chief Financial Officer at Chiesi Brasil and Walmart and accumulated 8 years of experience at Natura.
Ricardo Azevedo. Mr. Ricardo holds a degree in Business Administration from the State University of Rio de Janeiro with an executive MBA from Insper. He has been with AmBev, Nike and Burger King. Professional with strong experience in the areas of Operations, Trade Marketing, Sales and Marketing, in multinational consumer goods companies.
According to Brazilian corporate law, the fiscal council is an independent body comprised of the Company’s management and external auditors. IMC’s fiscal council is required to oversee the activities of the Company‘s management and to analyze the financial statements, reporting their views to the shareholders.
Under Brazilian corporate law, when a fiscal council is not permanent, it must be established at a shareholders‘ meeting upon the request of shareholders, as described below. Nowadays IMC does not hold a Fiscal Council installed.
The fiscal council will consist in three to five members, with an equal number of alternates. Only individuals who are residents of Brazil with college degrees or who have served as a manager or member of a fiscal council of a company for a minimum of three years may be elected to the Fiscal Council.
According to the Brazilian Corporation Law, when not permanently installed, the Fiscal Council can be instated by the General Meeting at the request of shareholders that represent at least ten percent of common shares. The Fiscal Council thus instated will be effective until the first General Meeting following its installation. This percentage may be reduced to a minimum of two percent of the voting capital depending on the capital stock of IMC, in accordance with CVM Instruction no. 324 of January 19, 2000. Considering the current capital stock, shareholders representing a minimum of 2% of the voting capital can request the installation of the Fiscal Council. In addition, minority shareholders that represent a minimum of ten percent of common shares have the right to separately elect a member of the Fiscal Council and his or her alternate, and the other shareholders can elect one member more than that total number of members elected by the minority shareholders.
The Fiscal Council members cannot that sit on the Board of Directors, the Board of Executive Officers or be employees of a subsidiary or company of the same group, nor the spouse or relative of an IMC manager.