The Company’s management bodies are the Board of Directors and the Board of Executive Officers.
The Board of Directors will be composed of a minimum of three (3) and a maximum of seven (7) members, all of whom residents in Brazil and elected for three (3) years by the General Meeting, reappointment being permitted.
In the event of vacancy on the Board of Directors, the substitute will be appointed by the other members and will serve until the first General Meeting is held.
The Board of Directors is responsible for: (a) establishing the general guidelines of the Company’s business; (b) electing and removing from office the company’s Executive Officers and determining their duties, pursuant to the provisions of these Bylaws; (c) inspecting the management of the Executive Officers, examining the Company’s books and documents at any time, requesting information about agreements entered into or about to be entered into, or about any other acts; (d) calling the General Meeting when deemed convenient, or in the cases provided for by law; (e) expressing an opinion about the management report and the Board of Executive Officers’ accounts; (f) authorizing the sale of properties and the placement of real liens in relation to third party obligations; (g) authorizing the issue of guarantees for third parties, excluding “vendor” transactions carried out with its customers; (h) resolving on the Company’s relations with companies to which it is a partner or shareholder, constituting, if applicable, attorneys-in-fact with special and specific powers for each meeting or social meeting; (i) choosing and removing independent auditors from office.
The Board of Executive Officers, in turn, will be composed of one (1) Chief Executive Officer and one (1) Vice-Chief Executive Officer, shareholders or not, resident in Brazil, for a term of office of three (3) years, elected by the Board of Directors, reelection being permitted.
In the event of any vacancy in the Board of Executive Officers, the Board of Directors will appoint the respective substitute.
In case of occasional absences or impediments, the CEO will be replaced by the Vice-CEO.
The CEO is responsible for coordinating the activities of the Board of Executive Officers, organizing the Company’s annual report, managing the Company’s businesses by organizing, inspecting and supervising the Company’s activities, taking any and all acts necessary for the Company’s regular operations.
The Vice-CEO is responsible for replacing the CEO in his/her absences or impediments, as well as taking any and all acts necessary to achieve the Company’s objectives.
The Board of Executive Officers has the powers and attributions granted to it by law and these Bylaws, for the purpose of fully meeting the corporate purposes.