Governance Structure

Our Board of Directors is composed of 12 members elected by the Shareholders’ General Meeting for a term of three years, and re-election is permitted. This body is assisted by three non-statutory committees.

Our structure also has a Statutory Board composed of five members, elected by the Board of Directors, for a term of three years, and re-election is permitted.

The Company also has a Fiscal Council, which is permanent, consisting of three effective members and three alternate members, elected by the General Shareholders’ Meeting, for a term of one year, and re-election is permitted.

 

Statutory Board

Christian Mauad Gebara

Chief Executive Officer

Rodrigo Rossi Monari

CFO and Investor Relations Officer

Breno Rodrigo Pacheco de Oliveira

General Secretary and Legal Officer

Ricardo Guillermo Hobbs

Vice President of Strategy and Regulatory

Alex Martins Salgado

Chief Operating Officer

Board of Directors

Eduardo Navarro de Carvalho Chairman

He serves as Chairman of the Board of Directors, Chairman of the Nomination, Compensation and Corporate Governance Committee, and a member of the Quality and Sustainability Committee of the Company. He also holds the following positions: (i) Chief of Corporate Affairs and Sustainability Officer at Telefónica, S.A. (since September 2021); (ii) member of the Executive Committee of Telefónica, S.A. (since September 2021); and (iii) Patrono Nato of Fundación Telefónica (since September 2012). He previously held the following positions: (i) Chief of Strategy and Corporate Affairs Officer at Telefónica, S.A. (until September 2021); and (ii) Communications, Corporate Business, Trademark and Sustainability Officer at Telefónica, S.A. (until February 2020). He holds a degree in Metallurgical Engineering from the Federal University of Minas Gerais (UFMG), Brazil.

Christian Mauad Gebara Director

He serves as Chief Executive Officer and a member of the Board of Directors of the Company. He also holds the following positions: (i) member of the Investment Committee of Vivo Ventures Fundo de Investimento em Participações Multiestratégia (since July 2022); (ii) Chairman of the Board of Trustees of Fundação Telefônica (since November 2022); (iii) Chief Executive Officer of Telefônica Infraestrutura e Segurança Ltda. (since September 2019), POP Internet Ltda. (since January 2019), Terra Networks Brasil Ltda. (since January 2019), and Recicla V Comércio e Reciclagem de Sucatas e Metais Ltda. (since January 2019); and (iv) First Vice President of the Executive Board of Conexis (since July 2019). He previously held the following positions: (i) Chief Executive Officer of Garliava RJ Infraestrutura e Redes de Telecomunicações S.A. (until February 2023) and SP Telecomunicações Participações Ltda. (until October 2022); and (ii) Chairman of the Board of Directors of Telefônica Factoring do Brasil Ltda. (until September 2022). He holds a degree in Business Administration from Fundação Getulio Vargas (FGV), São Paulo, and an MBA from the Graduate School of Business at Stanford University.

Andrea Capelo Pinheiro Independent Director

She serves as a member of the Board of Directors and Chairwoman of the Quality and Sustainability Committee of the Company. She also holds the following positions: (i) founding member of the Dona de Mim Fund (since September 2021); (ii) Endeavor Ambassador (since September 2019); and (iii) Director of the São Paulo Biennial Foundation (since January 2019). She previously held the following positions: (i) Chief Risk Officer of BR Partners (from September 2013 to April 2021); (ii) Founding Partner and Chief Operating Officer (COO) of BR Partners (until April 2021); and (iii) Board Member of the Brazilian Association of Banks (ABBC) (until April 2021). She holds a degree in Business Administration from Fundação Armando Alvares Penteado (FAAP) (1990) and an MBA in Business Administration, with a concentration in Finance, from the Stern School of Business, New York University (1994-1996).

Cesar Mascaraque Alonso Independent Director

He currently holds the following position: (i) Founder and Partner of BPM Marketing Ltd. (since January 2012). He previously held the following positions: (i) Founder of Finexia Ltd. in the United Kingdom (from June 2000 to October 2003); (ii) Head of Business Development for Southern Europe and Emerging Markets at Google Inc. (from January 2004 to January 2008); and (iii) Managing Director of IAC Search & Media Ltd. in Europe (from January 2008 to August 2011). He holds a degree in Industrial Engineering from the Barcelona School of Industrial Engineering (Escola Tècnica Superior d’Enginyers Industrials de Barcelona) (1996) and a Master of Business Administration (MBA) from Harvard Business School (2000).

Cristina Presz Palmaka de Luca Independent Director
She is a member of the Board of Directors and the Quality and Sustainability Committee, serving as the Company’s sustainability expert on the Board. She currently holds the following positions: (i) member of the Board of Directors of Arcos Dorados (since December 2019); (ii) member of the Board of Directors and Chair of the People and ESG Committee of C&A (since November 2020); (iii) member of the Board of Directors of Eurofarma (since November 2021) and Chair of its People and ESG Committee (since January 2023); and (iv) member of the Digital Transformation Committee of the Brazilian Institute of Corporate Governance (IBGC) (since October 2024). She previously held the following positions: (i) Vice President, Personal Systems Group at Compaq/HP (until July 2009); (ii) Vice President, Consumer Channels Group at Microsoft (until September 2013); (iii) President of SAP Brazil (until June 2020); (iv) member of the Advisory Boards of Movimento Brasil Competitivo (MBC) (until December 2020), AmCham Brazil (until December 2020), Eurofarma (until November 2021), AmCham Latin America (until December 2023), and Junior Achievement Americas (until September 2025); (v) member of the CEO Legacy Program of Fundação Dom Cabral (until December 2021); and (vi) President of SAP Latin America (until March 2025). She holds a Bachelor’s degree in Accounting from Fundação Armando Álvares Penteado and a degree in Finance and Marketing from Fundação Getulio Vargas (FGV). She also holds an MBA in Business Administration and Marketing from Fundação Getulio Vargas (FGV) and an MBA in International Business and Marketing from The University of Texas at Austin. In addition, she has completed executive education programs in Corporate Governance and Board Membership at the Brazilian Institute of Corporate Governance (IBGC), The Leadership Consortium at Harvard Business School, and Leading the Company of the Future at IMD Business School.
Denise Soares dos Santos Independent Director

She serves as a member of the Board of Directors of the Company. She also holds the following positions: (i) Chief Executive Officer of Hospital Beneficência Portuguesa de São Paulo (since April 2013); and (ii) member of the pro bono Advisory Board of GK Ventures (since March 2021). She previously held the following positions: (i) General Manager of Siemens’ Transmission Networks Division (from October 2000 to October 2002); (ii) General Manager of Operations for Siemens Mobile Networks (from October 2002 to May 2004); (iii) Managing Director of Siemens’ Mobile Telephony Division (from May 2004 to December 2005); and (iv) Chief Executive Officer of BenQ (formerly Siemens Mobile) (from January 2006 to January 2008). She holds a degree in Electrical Engineering from Faculdade de Engenharia Industrial de São Paulo (FEI) and a degree in Business Administration from Fundação Getulio Vargas (FGV). She also holds an MBA from São Paulo Business School/University of Toronto and completed the Executive Learning Program at Babson University.

Gregorio Martínez Garrido Independent Director

He currently holds the following positions: (i) member of the Finance Committee of the Spanish Red Cross in the Community of Madrid (since January 2019); (ii) Director of Institutional Relations at Nebrija University (since January 2021); and (iii) Director of the Antonio de Nebrija Foundation (since January 2021). He previously held the following positions: (i) Manager at Cap Gemini/Ernst & Young (from January 2001 to August 2004); (ii) Chief of Staff to the Deputy Prime Minister and Minister of the Interior of Spain, with the rank of Secretary-General of the Government (from October 2010 to July 2011); (iii) member of the Board of Directors of The Next Pangea (from June 2012 to January 2022); and (iv) Security Operations Manager at ACCIONA (from July 2018 to January 2021). He holds a law degree from the Autonomous University of Madrid (Universidad Autónoma de Madrid) (1993).

Ignácio Moreno Martínez Independet Director

He serves as a member of the Board of Directors of the Company. He also holds the following positions: (i) member of the Advisory Council of Telefónica, S.A. (since 2022); (ii) member of the Board of Directors of Alquiler de Maquinaria S.A. (since September 2019); (iii) Senior Advisor at PJT Partners (since May 2019); (iv) member of the Board of Directors of Roadis Transportation Holdings SLU (since November 2018); and (v) Chairman of the Board of Directors of Metrovacesa S.A. (since October 2012) and member of its Compensation, Nomination and Sustainability Committee (since January 2018). He previously held the following positions: (i) Senior Advisor at Apollo Investment Consulting Europe Ltd. for Spain (until March 2022); and (ii) member of the Board of Directors of Telefónica, S.A. (until December 2021). He holds a degree in Economics and Business Studies from the University of Bilbao and an MBA from INSEAD.

Jordi Gual Solé Independent Director

He serves as a member of the Board of Directors of the Company. He also holds the following positions: (i) member of the Advisory Council of Telefónica, S.A. (since March 2022); (ii) telecommunications consultant associated with OXERA Consulting LLP, London (since March 2022); (iii) member of the Advisory Board of the Spanish Institute of Financial Analysts (Instituto Español de Analistas Financieros) (since January 2022); (iv) SUERF Fellow of The European Money and Finance Forum (since September 2021); (v) Chairman of the Board of Directors of VidaCaixa (since April 2021); (vi) member of the Boards of Trustees of Fundación CEDE (since September 2016) and Institución Cultural del CIC (since September 2014); (vii) telecommunications and information technology consultant/researcher and Professor of Economics at IESE Business School (since April 1987); and (viii) Research Fellow at the Centre for Economic Policy Research (CEPR), London (since March 1989). He previously held the following positions: (i) Vice Chairman of Círculo de Economía (until July 2022); (ii) member of the Board of Directors of Telefónica, S.A. (until December 2021); (iii) member of the Board of Directors of Erste Group Bank (until December 2021); (iv) Chairman of the Board of Trustees of FEDEA (until June 2021); (v) Chairman of the Board of Directors of CaixaBank (until March 2021); and (vi) member of the Executive Committee of CEPR, London (from June 2006 to June 2016). He holds a degree in Economics and Business Administration from the University of Barcelona (1979) and a Ph.D. in Economics from the University of California, Berkeley (1987).

Marc Xirau Trias Independent Director

He currently holds the following positions: (i) Managing Partner of Leymar Abogados (since July 2002); (ii) Managing Partner of Crea Inversión (since July 2016); (iii) member of the Board of Directors of La Pomada, S.L. (since June 2021); (iv) member of the Board of Directors of Padobo, S.L. (since July 2021); (v) Managing Partner of Prisma Corporate (since December 2022); (vi) Director of Laietana Asset Management, S.L. (since December 2023); (vii) Director of Collserola Asset Management 5, S.L. (since January 2023); (viii) Director of Buntal Business, S.L. (since December 2020); and (ix) Director of Maxi Management Corporate, S.L. (since December 2023). He holds a law degree from the University of Barcelona (1994), a degree in Information Sciences (1994) and a degree in Political Sciences (1995) from the Autonomous University of Barcelona, and a postgraduate degree in Finance from Pompeu Fabra University (2015).

María Cristina Rotondo Urcola Independent Director

She is a member of the Company’s Board of Directors. She also currently holds the following positions: (i) Professor at Bolsas y Mercados Españoles (BME) – Master’s Program in Investor Relations (since June 2015); (ii) Adjunct Professor of Sustainability at IE University (since May 2019); (iii) Member of the Board of Directors of Caceis Bank Spain S.A.U. and Caceis Latam Holding S.L. (since October 2019); (iv) Chairwoman of the Nomination and Remuneration Committee and member of the Audit Committee (since October 2019), and Chairwoman of the Risk Committee (since November 2024) of Caceis Bank Spain S.A.U.; (v) Member of the Board of Directors and member of the Remuneration, Corporate Governance and Sustainability Committee of Libertas 7 (since July 2021); and (vi) Member of the Board of Directors of Resiter Chile (since July 2023). She previously held the following positions: (i) General Director – Global Head of Telecommunications, Media and Technology at Santander Global Banking and Markets (until May 2016); (ii) Member of the Board of Directors of Indra S.A. (until July 2020); (iii) Co‑Director of the executive program “Sustainability: Your Competitive Advantage” at IE University (until September 2024); and (iv) Member of the Board of Directors, member of the Sustainability and Regulation Committee, and member of the Audit and Control Committee of Telefónica, S.A. (until July 2025). She holds a bachelor’s degree in economics and business administration from the Complutense University of Madrid and a Baccalauréat B from the Lycée Français de Madrid. She has also completed continuing executive education in several programs, including: Sustainability for Business (IMD); Artificial Intelligence for Innovation (IE University); Sustainability (ESG Academy); Climate Law and Governance (University of Cambridge); From Executive to Board Member Course (IESE – AED – KPMG); Certificate in Good Corporate Governance (ICA); IESE Global Executive Programme – Strategic Finance (Wharton); Basic Technology Concepts (Instituto de Estudios Tecnológicos); Business Valuation (Instituto de Empresa); Certificate in International Business – Distinction (City London Polytechnic); International Monetary Economics and Finance (Harvard University); and Stocks, Bonds & Securities – International Law & Politics, Programming (Boston College).

Solange Sobral Targa Independent Director

She serves as a member of the Board of Directors and a member of the Quality and Sustainability Committee of the Company. She also holds the following positions: (i) member of the Board of Directors and member of the Sustainability and Regulation Committee of Telefónica, S.A. (since December 2023); (ii) member of the Board of Directors of the São Paulo Biennial Foundation (since December 2023); (iii) member of the Advisory Board of the Brazilian Chambers in the UK (since September 2023); (iv) member of the Advisory Board of WCD Brasil – Women Corporate Directors (since March 2022); (v) co-leader of the ESG Committee at CI&T (since December 2020); (vi) columnist for Meio & Mensagem (since September 2020); and (vii) Vice President and Partner at CI&T (since June 2018). She previously held the following positions: (i) member of the Advisory Board of the Regional Council (Campinas) of Conscious Capitalism Brazil (until December 2023); (ii) member of Itaú’s Diversity Advisory Committee (until November 2023); and (iii) member of the Board of Directors of Unidas (until June 2022). She holds a degree in Computer Science from the Federal University of São Carlos (UFSCar) (1991–1994) and a Master’s degree in Computer Science from the University of Campinas (UNICAMP) (1995–1997).

Fiscal Board

Gabriela Soares Pedercini Effective Member

She is a Full Member of the Company’s Fiscal Council. She also currently holds the following positions: (i) Full Member of the Fiscal Council of Banco ABC Brasil S.A. (since April 2022); (ii) Full Member of the Fiscal Council of Companhia Catarinense de Águas e Saneamento – CASAN (since April 2023); and (iii) Full Member of the Board of Directors of São Paulo Turismo S.A. (since April 2025). She previously held the following positions: (i) Full Member of the Fiscal Council of Azul S.A. (until May 2024); and (ii) Project and Works Engineer at Companhia de Gás de Minas Gerais – GASMIG (until March 2026). She holds a bachelor’s degree in electrical engineering from the Federal University of Minas Gerais (UFMG) and an MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC).

Luciana Doria Wilson Effective Member

She is a Full Member of the Company’s Fiscal Council. She also currently holds the following positions: (i) Managing Partner of Managrow – São Paulo, Brazil (since March 2016); (ii) Alternate Member of the Fiscal Council of Ânima Educação S.A. (since April 2019); (iii) Coordinator and Member of the Audit Committee of Priner S.A. (since January 2020); (iv) Member of the Fiscal Council of Mills S.A. (since April 2022); (v) Member of the Board of Directors of the Alliance of International Corporate Advisors (AICA) (since May 2022); (vi) Member of the Board of the Stanford Women of Impact Network (WIN) (since September 2022); and (vii) Member of the Fiscal Council of Mills Locação, Serviços e Logística S.A. (since April 2023). She previously held the following positions: (i) Coordinator and Full Member of the Fiscal Council of Smartcoat S.A. (until April 2022); (ii) Alternate Member of the Fiscal Council of Enel S.A. (until April 2022); (iii) Chairwoman and Member of the Fiscal Council of Fleury S.A. (until April 2023); and (iv) Member of the Fiscal Council of Eztec Empreendimentos e Participações S.A. (until April 2025). She holds a degree in Accounting Sciences from FIPECAFI – University of São Paulo (USP), a bachelor’s degree in economics from PUC-SP, a master’s degree in finance and business economics from São Paulo Business School, and Executive Education (Stanford LEAD Certificate Program – Corporate Innovation) from Stanford Business School.

Sergio Barcelos Dutra de Almeida Effective Member

He is a Full Member of the Company’s Fiscal Council. He currently holds the following positions: (i) Partner/Founder of Bluebird Gestão Compartilhada (since January 2024); and (ii) Member of the Board of Directors of Associação ABCD Nossa Casa (NGO) (since January 2025). Previously, he served as Partner, Corporate Finance & GCSP – Global Client Service Partner at EY – Ernst & Young (from July 2020 to December 2023), having held other positions at the same audit firm from June 1998 to July 2020. He holds a bachelor’s degree in business administration from the State University of Rio de Janeiro (UERJ), an MBA in Finance from IBMEC, and a master’s degree in business administration (MSc) from Fundação Getulio Vargas – EAESP. He is also a certified member of the IBGC – Brazilian Institute of Corporate Governance.

Charles Edwards Allen Alternate Member

Charles Allen is an alternate member of the Company’s Fiscal Council. He previously held the position of effective member of the Company’s Fiscal Council (until April/2023). He has a Master’s degree in Environmental Economics from Universidade Mackenzie. He has a postgraduate degree in Financial Administration/Business Economics from Fundação Getulio Vargas São Paulo – FGV (CEAG) and a Bachelor’s degree in Economics from Fundação Armando Álvares Penteado – FAAP São Paulo.

Isabella Farah Costa Alternate Member

She is an Alternate Member of the Company’s Fiscal Council. She also currently holds the following positions: (i) Legal Manager at Globalbev Bebidas e Alimentos S.A. (since May 2013); (ii) Full Member of the Fiscal Council of São Paulo Turismo S.A. (since May 2025); and (iii) Full Member of the Fiscal Council of Banco de Desenvolvimento do Espírito Santo S.A. – Bandes (since July 2025). She previously held the following positions: (i) Alternate Member of the Fiscal Council of CASAN – Companhia Catarinense de Águas e Saneamento (until April 2026); and (ii) Alternate Member of the Fiscal Council of Atacadão S.A. (until April 2026). She holds a bachelor’s degree in law from Faculdades Milton Campos and completed postgraduate studies in Civil and Corporate Law at Damásio Educacional S.A., Legal Department Management at INSPER, Mergers and Acquisitions at INSPER, and LGPD: DPO and Data Protection Program at the University of São Paulo.

Stael Prata Silva Filho Alternate Member

He is an Alternate Member of the Company’s Fiscal Council. He also currently holds the following position: (i) Member of the Deliberative Council of Sistel – Sociedade de Previdência Complementar dos former employees of the Telebrás group (since 1998). He previously held the following positions: (i) Member of the Deliberative Council of Visão Prev Sociedade de Previdência Complementar (until March 2023); and (ii) Alternate Member of the Company’s Fiscal Council (until April 2023). He holds a bachelor’s degree in business administration from Faculdade Luzwell and completed specialization courses in Telecommunications Management at Telia Academy AB (Sweden) and a master’s degree in business management at IESE Business School (Barcelona).