ABOUT US

CORPORATE-GOVERNANCE STRUCTURE

Our corporate-governance structure includes our board of directors, an executive board, and an audit committee. These bodies are tasked with planning and running our business as well as overseeing the proper implementation of strategies, the actual achievement of results, and the compliance with legal requirements and good business practices. Our articles of incorporation provide for the creation of a supervisory board at the request of stockholders according to statute. Currently, no supervisory board was created.

The duties and responsibilities of the board of directors include establishing our general policies, electing officers, overseeing our management, and approving certain operations. Pursuant to our articles of incorporation, this body is composed of at least five (5) and at the most seven (7) members.

Currently, our board of directors is composed of seven (7) members. According to statute, all of them are shareholders, with the exception of two, who are independent. Directors are elected during a meeting of shareholders for a term of one (1) year. They can be reelected. Shareholders can remove them from office at any time.

Currently, our board of directors is as follows:

Jayme Brasil Garfinkel

Chairman of the Board

Jayme Brasil Garfinkel holds a degree in Civil Engineering (1970) from the Polytechnic School of the University of São Paulo and an advanced degree in Business Administration (1975) from the Getulio Vargas Foundation. Mr. Garfinkel joined Porto Seguro in 1972 as an Assistant to the Executive Board and took over as Chief Operating Officer in 1978. He was a member of the Brazilian Federal Board of Insurance (CNSP, acronym in Portuguese) from 1987 to 1991 and Chairman of the Union of Insurance and Capitalization Companies of São Paulo State from 1989 to 1990. Currently, Mr. Garfinkel is the Chairman of the Board and Chief Executive Officer of Porto Seguro S.A. Moreover, he also acts as the Chief Executive Officer of subsidiaries and parent companies. Mr. Garfinkel is also Chairman of the Brazilian Property and Casualty Insurance Federation (FenSeg, acronym in Portuguese) and Vice Chairman of the Brazilian Trade Association for Property & Casualty Insurance, Private Pension & Annuity, Supplemental Health Insurance and Capitalization Companies (CNSeg, acronym in Portuguese).

Pedro Moreira Salles

Vice Chairman of the Board

Pedro Moreira Salles graduated magna cum laude from the University of California at Los Angeles with a bachelor's degree in Economics and History. He attended International Relations at Yale University and Owner / President Management Program at Harvard University. Currently, Mr. Moreira Salles is the Chairman of the Board of Itaú Unibanco Holding S.A., a position he has been filling since January 2009, and the Vice Chairman of the Board of Banco Itaú BBA S.A., a position he has been filling since February 2009.

Casimiro Blanco Gomez

Director

Casimiro Blanco Gomez holds a degree in Accounting (1972) and Economics (1974) from the São Paulo School of Economics and an advanced degree in Controlling (1980) from the Getulio Vargas Foundation. Mr. Blanco Gomez joined Porto Seguro as an Accountant in 1974 and, in 1983, he was promoted to Chief Controlling Officer. From 2000 to 2010, he was the Chief Operating Officer. Mr. Blanco Gomez was the Chief Operating Officer of Porto Seguro Vida, Azul Seguros, and Porto Seguro Saúde as well as an Officer of Portopar Distribuidora de Títulos e Valores Mobiliários and Porto Seguro Uruguay. Mr. Blanco Gomez has been an Officer since 1992 and Chairman of the Union of Insurance Companies of São Paulo State from 2001 to 2003. He was a member of the Accounting and Tax Commission of the Brazilian Federation of Insurance and Capitalization Companies (FenaSeg, acronym in Portuguese). He contributed to several studies by the Brazilian Federal Board of Insurance (CNSP, acronym in Portuguese). Currently, Mr. Blanco Gomez is the Vice Chairman of the Board of Seguradora Líder dos Consórcios do Seguro DPVAT S/A and a member of the Insurance Protection Board, both from the Brazilian Trade Association for Property & Casualty Insurance, Private Pension & Annuity, Supplemental Health Insurance and Capitalization Companies.

Jorge Diamant Schulhof

Director

Jorge Diamant Schulhof holds a degree in Metal Engineering (1969) from the Polytechnic School of the University of São Paulo and an advanced degree in Financial Management (1972) from the Getulio Vargas Foundation. Mr. Diamant Schulhof has 35 years of experience as the Chief Financial Officer and Managing Director of mining, metal, and electronics companies. For 15 years, he acted as the Chief Investor Relations Officer of publicly traded companies. Currently, Mr. Diamant Schulhof sits on the Board of Directors of Porto Seguro S.A. and Companhia Brasileira de Lítio S.A. and is an independent consultant with an emphasis on the field of Finance, notably when it comes to corporate financial restructuring.

Marcos de Barros Lisboa

Director

Marcos de Barros Lisboa sits on the Board of Directors of Porto Seguro S.A. since July 2011 and on the Board of Directors of Porto Seguro Itaú Unibanco Participações S.A. since May 2011. Moreover, Mr. Barros Lisboa also sits on the Board of Directors of Dibens Leasing S.A. – Arrendamento Mercantil since April 2009. He has been the Executive Director of Itaú Unibanco Holding S.A. since April 2009. He acts as the Chief Operating Officer of Itaú Unibanco S.A. since April 2010 and was its Executive Director from November 2008 to April 2010. Since March 2011, Mr. Barros Lisboa is the Managing Director of Itaú Seguros S.A. and acted as an Officer from March 2009 to March 2011. He has been the Chief Operating Officer of Unibanco – União de Bancos Brasileiros S.A. since April 2010 and was its Executive Director from July 2006 to October 2009. He was also the Secretary of Economic Policy of the Brazilian Treasury from 2003 and 2005 and Chief Executive Officer of IRB – Brasil Resseguros S.A. He hold a bachelor's and a master's degree in Economics from the Federal University of Rio de Janeiro (UFRJ, acronym in Portuguese) and a PhD in Economics from the University of Pennsylvania.

Fernando Kasinski Lottenberg

Independent Director

Fernando Kasinski Lottenberg holds a law degree, a master's degree in Philosophy and General Theory of Law, and a PhD in Public International Law from the University of São Paulo. Mr. Kasinski Lottenberg is a corporate-law attorney.

Pedro Luiz Cerize

Independent Director

Pedro Luiz Cerize acts as independent director for CVI, OHL, and Copel. Mr. Cerize holds a bachelor's degree in Business Administration from the Getulio Vargas Foundation, São Paulo and an MBA in Finance from the Brazilian Capital Market Institute (IBMEC, acronym in Portuguese). He has worked for Corretora Socopa, Banco Fator, and Banco BBA Creditanstalt. Mr. Cerize is one of the founding members and the manager of Skopos Administradora de Recursos. He was elected to sit on the Board of Directors of Porto Seguro S.A. for the first time in 2008.

The Executive Board is tasked with executing the decisions made by the Board of Directors and running our company on a daily basis.

Each executive also has individual duties and responsibilities, which are established by the Board of Directors.

The Executive Board is composed of at least three (3) and at the most five (5) members, who are elected and can be removed from office at any time by the Board of Directors. This body is composed of a Chief Executive Officer, a Chief Financial Officer, who also acts as Chief Investor Relations Officer, a General Counsel and, ultimately, officers with no specific designation. Terms last for one (1) year. Reelections are allowed.

Jayme Brasil Garfynkel

Chief Executive Officer

Jayme Brasil Garfynkel holds a degree in Civil Engineering (1970) from the Polytechnic School of the University of São Paulo and an advanced degree in Business Administration (1975) from the Getulio Vargas Foundation. Mr. Garfinkel joined Porto Seguro in 1972 as an Assistant to the Executive Board and took over as Chief Operating Officer in 1978. He was a member of the Brazilian Federal Board of Insurance (CNSP, acronym in Portuguese) from 1987 to 1991 and Chairman of the Union of Insurance and Capitalization Companies of São Paulo State from 1989 to 1990. Currently, Mr. Garfinkel is the Chairman of the Board and Chief Executive Officer of Porto Seguro S.A. Moreover, he also acts as the Chief Executive Officer of subsidiaries and parent companies. Mr. Garfinkel is also Chairman of the Brazilian Property and Casualty Insurance Federation (FenSeg, acronym in Portuguese) and Vice Chairman of the Brazilian Trade Association for Property & Casualty Insurance, Private Pension & Annuity, Supplemental Health Insurance and Capitalization Companies (CNSeg, acronym in Portuguese).

Marcelo Barroso Picanço

Chief Financial Officer and Chief Investor Relations Officer

Marcelo Barroso Picanço holds a master's degree in Business Administration from the Coppead Graduate School of Business of the Federal University of Rio de Janeiro and the Wharton School of the University of Pennsylvania. Mr. Barroso Picanço also holds a bachelor's degree in Electronic Engineering from the Technological Institute of Aeronautics (ITA, acronym in Portuguese). He joined Porto Seguro in July 2006 as Chief Financial Officer. Later, he acted as Managing Director of Portoseg (Financing and Credit Card) and Portopar (DTVM). After July 2010, he also acted as Chief Investor Relations and Strategic Planning Officer. Before joining Porto Seguro, Mr. Barroso Picanço, in his capacity as Chief Financial Services Officer, worked for Booz Allen Hamilton (currently Booz & Company), where he developed strategic-positioning as well as organizational-design and -transformation projects for leading companies in Brazil and Latin America.

Lene Araújo de Lima

General Counsel

Lene Araújo de Lima started his career at Porto Seguro's Legal Department in 1994. In 2001, he was promoted to head of the Legal Department and, in June 2008, he started acting as General Counsel in charge of the Legal, Inquiry, Fraud Prevention, and Internal Controls departments. Currently, Mr. Araújo de Lima is the General Counsel of Porto Seguro S.A. and Porto Seguro Companhia de Seguros Gerais, Porto Seguro Saúde S.A., Itaú Seguros de Auto e Residência S.A., Azul Companhia de Seguros Gerais, its subsidiaries, as well as the Porto Seguro Institute. He is also an officer at Portoseg S.A. – Crédito, Financiamento e Investimento, Portopar D.T.V.M Ltda., Porto Seguro Administradora de Consórcio Ltda., Portoserv Promotora de Serviços Ltda., and Portomed – Porto Seguro Serviços de Saúde S.A. Additionally, he also acts as Chairman of the supervisory board of Portoprev – Porto Seguro Previdência Complementar. Mr. Araújo de Lima holds a law degree with a minor in Civil Procedure from the graduate program of the Pontifical University of São Paulo (PUC-SP, acronym in Portuguese) and an International Executive MBA degree from the Fundação Instituto de Administração (FIA, acronym in Portuguese).

Established by our board of directors, the audit committee's overarching goal is to support the management of the Porto Seguro Group's companies when it comes to the best practices in corporate governance in order to ensure business transparency for shareholders and investors.

The audit committee must be composed of at least three (3) and at the most five (5) members, who are elected by our board of directors for a term to be established by the said body. Members may be reelected, provided that they do not remain in office for longer than five (5) years. There is the possibility of reelection, but only three (3) years after the end of the previous term. The directors may be elected as members, provided that they meet all of the position's requirements and restrictions, as defined in the committee's bylaws.

Currently, the audit committee is composed of the following members:

Evandro César Camillo Coura

Evandro César Camillo Coura holds a degree in Electrical Engineering from the Military Institute of Engineering (1980) and a master's degree in Business Administration with a minor in Managerial Control and Operations from the Coppead Graduate School of Business of the Federal University of Rio de Janeiro (1986). Mr. Camillo Coura acted as Chief Control and Risk Officer of Fibra Celulose S.A., Chief Executive Officer of Gaia Energia Participações, and Chief Executive and Investor Relations Officer of the Rede Energia Group.

Alfredo Sérgio Lazzareschi Neto

Alfredo Sérgio Lazzareschi Neto holds a law degree from the University of São Paulo School of Law and attended the Harvard University Extension School, the Chicago-Kent College of Law, and the University of Buenos Aires. Mr. Lazzareschi Neto is a member of the legal team of the São Paulo State Federation of Industries, a former member of the board of the São Paulo Lawyers Association (AASP, acronym in Portuguese), and Deputy Chairman of the São Paulo Bar Association's Committee on Capital Markets and Corporate Governance. He is the author of Lei das sociedades por ações anotada [Annotated Corporations Law], which was published by Editora Saraiva.

Tereza Grossi

Tereza Grossi holds a bachelor's degree in Business Administration and Accounting from the Catholic University of Minas Gerais. Ms. Grossi acts as Financial Expert and has been on the Audit Committee of Itaú Unibanco Holding S.A. since July 2004. Furthermore, she has been on the Audit Committee of the São Paulo Securities, Commodities and Futures Exchange (BM&FBovespa, acronym in Portuguese) since May 2009.

Top

Contact IR

Telephone: +55 11 3813-6034

Email: ri@portoseguro.com.br

Copyright © 2011 - Porto Seguro