Management & Board of Directors

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:

Name Position Held
Sammy Birmarcker Board Member
Manoel Birmarcker Board Member
Armando Sereno Diógenes Martins Board Member
James Francis Cleary Jr. Board Member
Sun Park Board Member
Dan Ioschpe Independent Board Member
Marcel Sapir Independent Board Member

The following is a summary of the business experience of Profarma’s current directors.

Sammy Birmarcker

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.

Manoel Birmarcker

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.

Sun Park

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.

Dan Ioschpe

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.

Marcel Sapir

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.

Profarma’s by-laws requires that its board of executive officers consist of two to seven members. Under the Brazilian Corporation Law, each executive officer must be a Brazilian resident but need not be a shareholder of the Company. The Executive officers are appointed by Profarma’s board of directors for three-year terms and may be removed by the board at anytime.

The members of the board of executive officers are the legal representatives and are primarily responsible for managing the day-to-day operations and implementing the general policies and guidelines set forth by the Company’s shareholders’ meeting and its board of directors.

The board of executive officers ordinarily meets at least once a month and extraordinarily when a meeting is called for corporate purposes. The meetings shall be called by the chief executive officer at least 24 hours prior to the meeting, or by two-thirds of the executive officers at least 48 hours prior to the meeting. The decisions of the board of executive officers must be approved by the absolute majority of the members present, or those who voted in accordance with the Company’s by-laws, except in case of temporary absence or vacancies. The chief executive officer is entitled to the tie-breaking vote.

The executive officers have individual responsibilities established by the Board of Directors and the Bylaws of Profarma.

Name Position Held
Sammy Birmarcker Chief Executive Officer
Maximiliano Guimarães Fischer Chief Financial Officer

Sammy Birmarcker

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 is currently the vice president of Profarma’s board of directors and CEO, having been elected on August 06, 2009.

Maximiliano Guimarães Fischer

Holds a bachelor’s degree in mechanical engineering from Universidade Federal do Rio de Janeiro and an MBA from COPPEAD and IBMEC. He joined the Company in 1993 as its chief financial officer. Prior to joining Profarma, he held various positions in the finance department of Nova América Têxtil. Mr. Fischer is currently the managing, financial and investor relations officer a member of the board of directors at Profarma, having been elected on August 06, 2009.

According to the Brazilian corporation law, the Audit Committee is an independent management body from the Company and external auditors. The Audit Committee may be permanent or not. If the Audit Committee is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the Audit Committee are to audit Profarma’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.

Profarma by-laws provides for a non permanent Audit Committee to be installed at the request of the Company’s shareholders.

Profarma’s audit committee was initiated on April 23, 2012, and its counselors hereunder have a one year mandate as of the initiation.

Nome Cargo Ocupado
Gilberto Braga President
Elias de Matos Brito Counselor
Marcello Joaquim Pacheco Counselor

Gilberto Braga

Economist registered at CORECON-RJ and accountant registered at CRC-RJ. He also pursues certificate of post graduation on Finance at PUC. Professor in administration at IBMEC. He has already been a counselor at Brasil Telecom Participações S.A.; Telemig Celular S.A. Tele Norte Celular Participações S.A.; Amazônia Celular S.A.; Daleth S.A., Eletron, TELESC e ANBID – Associação Nacional de Bancos de Investimentos. He is currently a Member of the auditing commiittee of Santos Brasil Participações S.A. ,Brasken S.A.,Brasail Insurance S.A. e da PIN - Participações industriais do Nordeste. Member and coordinator of the auditing commiittee of Banco Cruzeiro do Sul S.A. He also offers businesses consulting in financial areas, capital markets, partnerships, tributary, arbitraries, and court expert. He is a professor at IBMEC and Dom Cabral Fundation in Post Graduation courses. He is currently the President of our audit committee having been relected on April 30, 2018.

Elias de Matos Brito

Alumnus on accounting by Faculdade de Ciências Contábeis e Administrativas Morais Júnior (Instituto Brasileiro de Contabilidade) in Rio de Janeiro. He also has an MBA certificate on Business Finance from Fundação Getulio Vargas. A specialist on financial market by Universidade Estacio de Sá – Rio de Janeiro and accounting law expert. He worked for 13 years in the Lundgren group – Casas Pernambucanas having taken the management position at: internal auditing, charge and credit, budget and control, financial and treasury. He was a liquidator of the Banco do Estado do Rio de Janeiro S.A. between 2002 / 2006, named by the state government of RJ. He is currently partner of the Exato Assessoria Contábil Ltda, court expert in the law court of the State of Rio de Janeiro, Member of the auditing commiittee of PIN - Participações industriais do Nordeste, Seguros Aliança da Bahia, HRT Participações em Petróleo S. A and Member of the board of directors of USIMINAS. He was named as a member of our audit committee on April 30, 2018.

Marcello Joaquim Pacheco

Marcello Pacheco graduated in Law from Universidade São Francisco (USF) in 1995. He specialized in Corporate Law from FGV (2008/2009), Business Administration from FGV (2010) and Controllership from FGV (2012). Mr. Marcello currently serves as member of the Board of Directors of Companhia Energética de Brasília – CEB (2015/2017);  as Alternate Member of the Audit Board of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A. (2015/2017); Grendene S.A. (2015/2017) and Tegma S.A. (2015/2017) and as Sitting Member of the Audit Board of Triunfo Participações e Investimentos S.A. (2014/2017); Rossi Residencial S.A. (2013/2017); Tarpon Investimentos S.A (2016/2017) and Guararapes Confecções S.A ( 2014/2017).

Indexes

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