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Governance structure
Our governance structure is based on the Board of Directors and the Executive Board. Additionally, the Board of Directors is advised by the Statutory Audit Committee, which contributes to the continuous improvement of this body’s decision-making process. We also have a Fiscal Council that, among other duties, is responsible for overseeing management’s actions and verifying compliance with their legal and statutory duties.
As support, we have also established a set of specific policies, including those aimed at implementing ESG criteria in our activities. Learn more about our governance structure on the Investor Relations website, and access further details about the composition of the Board of Directors, the Fiscal Council, the Executive Board and the Audit Committee in our Reference Form.
GRI 2-1, 201-4
Note: in 2023, the Company's shareholding structured did not included governments stakes.
GRI 2-9, GRI 2-10, GRI 2-11, GRI 2-12
Our Board of Directors is responsible for developing and approving the guidelines that govern our operations, which include establishing our business strategy, overseeing compliance with goals and management decisions, and monitoring the Company's performance. According to our Bylaws, members are elected by shareholders at a General Meeting. The last election took place in 2022. Members serve a two-year tenure and re-election is allowed. In line with the best governance practices, the Board of Directors Chairman does not participate in the Executive Board. The Board of Directors is governed by its Internal Regulations. The independence criteria used for directors is described in Annex K of CVM Resolution 80 and in the Novo Mercado regulation.
The Board of Directors will be made up of a minimum of five and a maximum of nine members, of which at least two, or 20%, whichever is greater, must be independent, under the terms of the Novo Mercado Regulations. In 2023, the Company’s Board of Directors was made up of seven members (six men and one woman), two of whom were independent. On December 31, 2023, no members of the Board of Directors declared to be part of underrepresented social groups.
In addition to the legal and regulatory requirements and those set forth in the Bylaws, the nomination and appointment of members of the Company’s Board of Directors meets a series of criteria set out in the “Policy for the Appointment of Members of the Board of Directors, Committees and the Executive Board”. This policy is designed to ensure the best corporate governance practices and takes into account the diversity of knowledge, background, behavior, cultural aspects, age group and gender to enable the Company to benefit from diverse arguments and better and more confident decision making. With regard to stakeholder representation, the Company has rules on the composition of the Board of Directors set out in the Stakeholder Engagement Policy, the Nomination Policy and the Board of Directors’ Internal Regulations. For more information, see item 7 of the Company’s Reference Form, which also includes the CVs of all members of the Board of Directors, the Audit Committee, the Fiscal Council and the Executive Board.
In addition to the powers conferred on it by Brazilian Corporate Law, the Board of Directors has additional powers set forth in the Company’s Bylaws, described in articles 16 and 17.
Finally, the Board of Directors’ Internal Regulations provide for performance assessment mechanisms, describing assessment periodicity, scope, methodology and main criteria, as described in item 7.1 b of the Reference Form, in the Stakeholders Policy, in the Nomination Policy and in the Internal Regulations of the Board of Directors. The performance evaluation mechanisms, the frequency of evaluations and their scope; the methodology adopted and the main criteria used in the evaluations; and whether external consulting or advisory services were contracted are described in item 7.1 b of the Reference Form.
Composition on December 31, 2023
Jorge Neval Moll Filho, chairman of the Board of Directors (alternate: Jorge Neval Moll Neto)
Heráclito de Brito Gomes Junior, vice chairman of the Board of Directors (alternate: Paulo Junqueira Moll)
Pedro Junqueira Moll, member of the Board of Directors (alternate: Alice Junqueira Moll)
Fernanda Freire Tovar-Moll, member of the Board of Directors (alternate: Renata Junqueira Moll Bernardes)
Patrick Antonio Claude de Larragoiti Lucas, member of the Board of Directors (alternate: Louis Antoine de Ségur Charbonnières)
Wolfgang Stephan Schwerdtle, independent member of the Board of Directors (alternate: Gustavo Cellet Marques)
William H. McMullan, independent member of the Board of Directors (alternate: Joseph Zhi Bress)
The Executive Board is responsible for implementing and managing the economic, environmental and social aspects of our activities, based on the Board of Directors’ guidelines or decisions of the General Shareholders’ Meeting. It is comprised by a minimum of two and a maximum of 20 members, with a three-year term of office and the possibility of re-election. The Executive Board does not have its own Charter; therefore, its duties are designated by the Bylaws.
Composition on December 31, 2023
Paulo Junqueira Moll, Chief Executive Officer
Otávio de Garcia Lazcano,Chief Financial and Investor Relations Officer
Mauro Teixeira Sampaio, Executive Officer
Rodrigo Gavina da Cruz, Executive Officer
Leandro Reis Tavares, Executive Officer
Jamil Muanis Neto, Executive Officer
Raquel Reis Corrêa Giglio, Executive Officer
The General Shareholders’ Meeting is responsible for approving the management accounts; examining, discussing and voting on the financial statements; electing the members of the Board of Directors and the Fiscal Council; approving management compensation; and amending the Company’s Bylaws, among other duties. Held on an ordinary basis within the first four months of each fiscal year, and on an extraordinary basis whenever necessary, the General Meeting is presided over by the Chairman of the Board of Directors or a person designated by him — in writing or during the meeting.
The duties of the Fiscal Council are defined in accordance with Article 163 of the Brazilian Corporation Law, which includes overseeing management actions and verifying compliance with their legal and statutory duties. This body is also responsible for issuing an opinion on the Annual Management Report and on Management proposals to be submitted to the General Meeting, related to changes in capital stock, issue of debentures or subscription warrants, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or spin-off; as well as examining the Company’s financial statements, among other responsibilities. With its own internal regulation, the Fiscal Council is a non-permanent body and is composed of three sitting members and an equal number of alternates. In 2023, it was installed in April, during the Company’s Annual Shareholders’ General Meeting.
Composition on December 31, 2023
Mauro Moreira, chairman of the Fiscal Council
Emanuel Sotelino Schifferle, member of the Fiscal Council
Rogério da Silva Ribeiro, member of the Fiscal Council
Advisory Committees
GRI 3-3
The Advisory Committees support the Board of Directors and the Executive Board in evaluating topics relevant to Rede D’Or. They are responsible for providing relevant analysis and information to support the decision-making process, which includes reporting on the ESG impacts of our activities. The Company’s advisory bodies raise the Board of Directors’ awareness about ESG topics through theoretical and practical approaches. [GRI 2-17].
In 2023, one of the measures taken to develop collective knowledge, skills and experience of the highest governance body on sustainable development was to involve the Board of Directors in the construction and approval of the Company’s ESG Strategic Plan, ESG policies, Materiality update process, presentation of quarterly results and the approval of this report.
