Profarma’s board of directors is the decision-making body responsible for, among other things, determining policies and guidelines for its business, including the long-term strategy and performance controls. The Company’s board of directors also supervises its executive officers.
Profarma’s by-laws provide for a board of directors of a minimum of five members and a maximum of seven members, of which one shall be the president and one the vice-president. The members of the Company’s board of directors are elected annually at general meetings of shareholders for two-year terms and are eligible for reelection. Members of the board of directors are subject to removal at any time, and shall remain in office until their successors have succeeded them. In accordance with the rules of Novo Mercado, at least 20% of Profarma’s directors shall be independent directors. For more information regarding independent directors, see “Market Information—Corporate Governance Practices and Novo Mercado.”
The Company board of directors meets ordinarily six times a year and extraordinarily when a meeting is called by the president or vice president, preferably at Profarma’s headquarters although by-laws provides that meetings may occur by remote means. Decisions of the board of directors require a quorum of a majority of the directors and are taken by majority vote, except in case of temporary absence or vacancies, in accordance with the by-laws. The president retains the tie-breaking vote.
The general shareholders’ meeting shall decide, by majority vote, the number of board members to be elected each year, provided that there are at least five members. Blank votes are not counted for this purpose. The Brazilian Corporation Law and CVM Instruction No. 282 of June 26, 1998 allows multiple voting whenever required by shareholders representing at least 5.0% of the Company voting capital stock.
The following table lists the current members of the board of directors which will remain in office until the shareholders’ meeting that approves the financial statements for the fiscal year of 2018:
|Armando Sereno Diógenes Martins
|James Francis Cleary Jr.
||Independent Board Member
||Independent Board Member
The following is a summary of the business experience of Profarma’s current directors.
Mr. Birmarcker holds a bachelor’s degree in economics from Faculdade Cândido Mendes. He also holds a masters in business administration, or MBA, from COPPEAD Graduate School of Business, or COPPEAD, and the International Business and Management Education Center, or IBMEC. In 1986, he joined the Company as the officer in charge of logistics, purchases and sales of products and marketing. He ismember of the board of directors since 2006,currently the vice president of Profarma’s, and CEO, having been relected on April 30, 2018.
Mr. Birmarcker founded the Company in 1961. Prior to founding Profarma, he worked at Laboratório Moura Brasil, Farmaleraz, Organizações Victor Costa e Fábrica de Perfumes Tanagra. He also worked as a judge for the First Region in Rio de Janeiro. He was formerly a president of the Brazilian Chamber of Drugs, a director of the Brazilian Association of Pharmaceutical Business (Associação Brasileira do Comércio Farmacêutico), or ABAFARMA, and is currently the president of the Drug Wholesale Business Union in the State of Rio de Janeiro. Mr. Birmarcker holds a bachelor’s degree in accounting from Escola Técnica Frederico C. Mello in Rio de Janeiro and a degree in pharmacy from SENAC in Rio de Janeiro. He is a member of the board of directors since 2006 having been relected on April 30, 2018.
Armando Sereno Diógenes Martins
Mr. Martins holds a bachelor’s degree in engineering from Instituto Militar and a post-graduate degree from New York University. From 1989 to 1991, he was a financial consultant at Accenture (Andersen Consulting) in the financial institutions sector. He was also a business development officer for Grupo Arbi. From 1994 to 1998, he was a senior officer of Banco de Investimentos Garantia. He was an officer at Credit Suisse First Boston – CSFB in Brazil for five years. He founded Singular Assessoria Financeira Ltda. in 2003. He is a member of the board of directors since 2006, having been relected on April 30, 2018.
James Francis Cleary Jr.
American, business administrator. Mr. Cleary has been Executive Vice President at AmerisourceBergen Corporation since March 2015, a company specializing in pharmaceutical distribution, and became Group President of Global Commercialization Services & Animal Health Group in June 2017. Mr. Cleary was CEO of MWI Veterinary Supply from March 2015 to June 2017, a company specializing in the distribution of pharmaceutical products with the focus on animal health, as well as President and CEO of MWI Veterinary Supply, Inc. from June 2012 to March 2015.
Mr. Sun Park, business administrator, became Executive Vice President of Strategy and Development at AmerisourceBergen Corporation in May 2016. Mr. Park served as Senior Vice President of Business Development of AmerisourceBergen Corporation from November 2012 to May 2016. AmerisourceBergen Corporation operates in the pharmaceutical product distribution industry and, through its wholly-owned subsidiary, BPL Brazil Holding Company S.A.R.L., indirectly holds more than five percent (5%) of Profarma's capital.
Mr. Ioschpe is currently one of Profarma’s independent directors. He is also currently the president of Iochpe-Maxion S.A., a diversified Brazilian manufacturing company. He was president of the Assessoria Geral de Programação e Orçamento in Brasil from 1996 to 1998. He received a bachelor’s degree in Journalism from the Universidade Federal do Rio Grande do Sul in 1986, and a graduate degree in marketing from ESPM-SP in 1988. He also received an MBA from Amos Tuck School at Darmouth College in 1991, having been relected on April 30, 2018 and Chairman of the Board of Directors on May 11, 2018.
Economist graduated from PUC - RJ, with postgraduate degrees in Systems Analysis from PUC-RJ, Accounting Sciences from FGV-RJ, Master of Finance from PUC-RJ and several specialization courses at Harvard Business School and London Business School. Partner of Comatrix, a consulting firm specializing in organizational restructuring and turn around, he was Executive Director of H.Stern, Executive Vice President at Supermarket Zona Sul and CHL Desenvolvimento Imobiliário/Grupo PDG. Member of the Board of Directors certified by the IBGC (Brazilian Institute of Brazilian Governance), was a Member of the Board of Directors of Globex, Dimed and Saraiva. He is currently Board Member of Ancar Vita.