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

David Melcon Sanchez-Friera

CFO and Investor Relations Officer

Breno Rodrigo Pacheco de Oliveira

General Secretary and Legal Officer

Ricardo Guillermo Hobbs

Vice President of Strategy, New Businesses, and AI

Alex Martins Salgado

Chief Revenue Officer

Board of Directors

Eduardo Navarro de Carvalho Chairman

Eduardo Navarro de Carvalho is the Chairman of our Board of Directors member of our Nominations, Compensation and Corporate Governance Committee and chairman of our Quality and Sustainability Committee. He is Chief of Corporate Affairs and Sustainability Officer of Telefónica (since September 2021). He is also Patrono Nato of Fundación Telefónica (since September/2012). Mr. Navarro was Chief of Strategy and Corporate Affairs Officer of Telefónica (February 2020 – September 2021); a member of the board of directors of Telefónica Audiovisual Digital (June/2016 – April/2018); the Communications, Corporate Business, Trademark and Sustainability Officer of the Telefónica group (January 2019 – February 2020); Chairman of the board of directors of Telefônica Factoring do Brasil Ltda. (December 2016 – February 2019); Chief Executive Officer of the Company (November/2016 – December/2018); Chairman of the Board of Trustees of Fundação Telefônica (until December/2019), Officer of SindiTelebrasil (November/2016 – July/2019); CEO of Telefônica Data S.A. (until November/2018), (when the company was extinct due to its incorporation by the Company); CEO of SP Telecomunicações Participações Ltda., Pop Internet Ltda., Terra Networks Brasil S.A., and Innoweb Ltda. (former corporate name of Recicla V Comércio e Reciclagem de Sucatas e Metais Ltda.) (until January/2019). He graduated in Metallurgical Engineering from the Federal University of Minas Gerais, Brazil.

Christian Mauad Gebara Director

Christian Mauad Gebara is our Chief Executive Officer and member of our Board of Directors (since December/2019). He is also CEO of Recicla V Comércio e Reciclagem de Sucatas e Metais Ltda., Pop Internet Ltda., Terra Networks Brasil Ltda., Telefônica Infraestrutura e Segurança Ltda. and Garliava RJ Infraestrutura e Redes de Telecomunicações S.A. He is Chairman of the Board of Directors of Telefônica Factoring do Brasil Ltda., Chairman of the Board of Trustees of Fundação Telefônica and 1st Vice-President of the Board of Executive Officer of SindiTelebrasil (Since July/2019). He was our Chief Operating Officer (March/2017 – December/2018), President of SP Telecomunicações Participações Ltda. (January/2019 – October/2022) and Chairman of the Board of Directors of Telefônica Factoring Ltda. (March/2019 – September/2022). He graduated in management from the Fundação Getúlio Vargas in São Paulo and has an MBA from the Graduate School of Business at Stanford University.

Alfredo Arahuetes García Independent Director

Alfredo Arahuetes García is a member of our Board of Directors and member of our Control and Audit Committee. He is also Full Professor of Economics at the College of Social Sciences of the Alfonso X El Sabio University of Madrid (since September/2022) and member of the Academic board of the Water Economy Forum – Universidade de Alcalá de Henares e Universidade de Granada (Spain), educational sector (since February/2016). Mr. García was also Full Professor of Applied Economics at the Department of Economics, Faculdade de Ciências Econômicas e Empresariais (ICADE) – Universidade Pontificia Comillas (Madrid, Spain) (January/2019 – August/2022); Deputy Director of the Latin America Chair of Faculdade de Ciências Econômicas e Empresariais (ICADE) – Universidade Pontificia Comillas (Madrid, Spain) (February/2020-August/2022); Senior researcher of Real.

Ana Theresa Borsari Independent Director

Ana Theresa Masetti Borsari serves as a member of our Board of Directors and a member of our Nominations, Compensation and Corporate Governance Committee. She is in charge of the Professional Customer Experience in a Global Level for the Stellantis Group (Peugeot, Citroen, Fiat, Jeep, RAM) (since May/2021). She was also General Manager of Peugeot Citroen Automóveis do Brasil (Peugeot, Citroën e DS – Groupe PSA) (October 2015 – April 2021). She holds a Law degree and a Masters’ degree from Universidade de São Paulo.

Andrea Capelo Pinheiro Independent Director

Andrea Capelo Pinheiro is a member of our Board of Directors and of the Quality and Sustainability Committee. She is also an ambassador of Endeavor (since September/2019); a founding member of the Fundo Dona de Mim (since September/2021) and officer of Fundação Bienal de São Paulo (since January/2019). Mrs. Pinheiro was founder and COO of BR Partners (January/2010 – April/2021); and Advisor of Associação Brasileira de Bancos (ABBC) (May/2019 – April/2021). She holds a degree in Business Management from Fundação Armando Alvares Penteado (FAAP) and MBA in Business Management, focusing in Finances from Stern School of Business, University of New York (USA).

Denise Soares dos Santos Independent Director

Denise Soares dos Santos serves as a member of our Board of Directors. Mrs Santos is CEO of Hospital Beneficência Portuguesa de São Paulo (since April/2013); independent member of the Board of Directors of Inspirali – Grupo Ânima (since April/2022); independent member of the Board of Directors of Raia Drogasil (since May/2021); member of the Pro-bono Advisory Board of GK Ventures (since March/2021). Mrs. Santos holds a degree in Electrical Engineering from Faculdade de Engenharia Industrial de São Paulo – FEI and Business Administration from Fundação Getúlio Vargas- FGV and an MBA from São Paulo Business School / University of Toronto and an Executive Learning Program from Babson University.

Francisco Javier de Paz Mancho Independet Director

Francisco Javier de Paz Mancho is a member of our Board of Directors and Chairman of our Nominations, Compensation and Corporate Governance Committee. Mr. de Paz is also a member of the Board of Directors of Telefónica S.A., Telefónica Audiovisual Digital, S.L.U., and member of the Advisory Board of Telefónica de España and Telefónica Hispanoamérica. He was Chairman of the Board of Directors of Telefónica Ingeniería de Seguridad S.A. (July/2016 – December/2021), member of the Board of Directors of Telefónica Móviles Argentiva S.A. (April/2018 – April/2021), Pegaso PCS, S.A. of CV (July/2020 – May/2021) and Telefónica Móviles México S.A. (September/2016 – July/2020). Mr. Mancho holds degrees in Information and Publicity and a degree in law from the Executive Management Program of IESE (Universidad de Navarra).

Ignácio Moreno Martínez Independet Director

Ignácio Moreno Martínez is a member of our Board of Directors. He is also a member of Consejo Asesor Telefónica de España (since 2022); Chairman of the Board of Directors of Metrovacesa S.A. (since October/2012); General Officer of Alquiler de Maquinaria S.A. (since September/2019); member of the Board of Directors of Roadis Transportation Holdings SLU, (since November/2018); member of the board of Directors of Spear Investments 1 (since November/2021); and Senior consultant of PJT Partner for Spain (Banca de Inversión) (since May/2019). Mr. Martínez holds a degree in Economics and Business Studies from the University of Bilbao and an MBA from INSEAD.

Jordi Gual Solé Independent Director

Jordi Gual Solé is a member of our Board of Directors. He is the chairman of the non-executive Board of Directors of VidaCaixa (since April/2021); Professor of Economics of IESE Business School (since April/1987); member of the Advisory Board of Telefónica España (since March/2022); member of the Patronage of CEDE Foundation (since September/2016); member of the Patronage of Institución Cultural del CIC (since 2014); “CEPR Research Fellow” of the Centre for Economic Policy Research (since March/1989); “SUERF Fellow” of The European Money and Finance Forum (since September/2021); member of the Advisory Board of Instituto Español de Analistas Financieros (since January/2022) and associate of OXERA Consulting LLP, Londres (since March/2022). He was a member of the Board of Directors of Telefónica S.A. (January/2018 – December/2021); of Erste Group Bank (may/2017 – December/2021) and of Repsol (December/2017 – September/2018); chairman of the Board of Directors of CaixaBank (June/2016 – March/2021); chairman of the Patronage FEDEA (June/2016 – June/2021); vice-president of the Círculo de Economia (December/2016– July/2022). He holds a degree in Economics and Business Sciences from Universidad de Barcelona (1979) and a PhD in Economics from University of California at Berkeley (1987).

José María Del Rey Osorio Independent Director

José María Del Rey Osorio serves as a member of our Board of Directors and Chairman of our Control and Audit Committee. He is also a member of the Comision de Auditoria y Control y del Directorio of Telefónica del Perú. Mr. Del Rey; worked as an economist at Servicios de Estudios Económicos de EDES e INITEC, in the National Institute of Industry’s (INI) companies and in the management and planning of the INI’s corporation. He holds a degree in Economy and Business Administration from the Universidad Autónoma de Madrid.

Juan Carlos Ros Brugueras Independent Director

Juan Carlos Ros Brugueras is a member of our Board of Directors and member of our Control and Audit Committee. He is also a partner at the Law Firm Brugueras, Alcantra & García Bragado, located in Madrid, Spain (since 2013) and a member of the Advisory Board of Telefónica Hispam (since June/2021). He holds a degree in Law from the University of Barcelona.

Solange Sobral Targa Independent Director

Solange Sobral Targa is a member of our Board of Directors and member of our Quality and Sustainability Committee. Mrs. Targa is Vice-President Partner at CI&T (since June/2018); member of Itaú’s Diversity Advisory Committee (since May/2021); co-leader of CI&T’s ESG Committee (since December/2020); member of the Advisory Board of the Regional board (Campinas) of Conscious Capitalism Brazil (since May/2021); member of the Advisory Board of WCD Brasil – Women Corporate Directors (since March/2022) and columnist fot Meio&Mensagem (since September/2020). She was Business Executive Director at CI&T (July/2008 – May/2018) and member of the Board of Directors of Unidas (February 2021 to June 2022). Mrs Targa graduated in Computer Science from UFSCAR – Universidade Federal de São Carlos and has a Master in Computer Science from UNICAMP – Universidade de Campinas.

Fiscal Board

Gabriela Soares Pedercini Effective Member

Gabriela Pedercini is an effective member of the Company’s Fiscal Council. She is also an effective member of the Fiscal Council of Banco ABC Brasil S.A., in the banking sector (since April/2022). She works as a Project and Construction Engineer at GASMIG – Companhia de Gás de Minas Gerais, in the gas distribution sector (since November/2013). She was an effective member of the Fiscal council of IRB Brasil RE – Instituto de Resseguros do Brasil, in the reinsurance sector (March/2019 – July/2020). She holds a degree in Electrical Engineering from Universidade Federal de Minas Gerais (2013) and an MBA in Finance from the Instituto Brasileiro de Mercados de Capitais – IBMEC (2017).

Luciana Doria Wilson Effective Member

Luciana Dória Wilson is an effective member of the Company’s Fiscal Council. She also holds the following positions: (i) member of the Mills Locação, Serviços e Logística S.A. Fiscal Council (since April/2023); (ii) member of the Stanford Woman of Impact Network (WIN) Board (since September/2022); (iii) member of the Alliance of International Corporate Advisors (AICA) Board of Directors (since May/2022); (iv) coordinator and member of the Priner S.A. Audit Committee (since January/2020); (v) President and member of the Fleury S.A. Fiscal Board (since April/2019); (vi) alternate member of the Anima Educação S.A. Fiscal Board (since April/2019); (vii) member of the Eztec Empreendimentos e Participações S.A. Fiscal Board (since April/2018); and (viii) managing partner of Managrow – São Paulo/Brasil (since March/2016). She has also held the following positions: (i) alternate member of the Enel S.A. Fiscal Council (until April/2022); (ii) coordinator and effective member of the Smartcoat S.A. Fiscal Council (until May/2021); and (iii) alternate member of the Camil Alimentos S.A. Fiscal Council until July/2019). She has a degree in Accounting from FIPECAFI – USP; Bachelor’s degree in Economics from PUC- SP; has a Master’s degree in Finance and Corporate Economics from São Paulo Business School, and Executive Education – Stanford Lead Certificate Program – Corporate Innovation from Stanford Business School.

Stael Prata Silva Filho Effective Member

Stael Prata is an effective member of the Company’s Fiscal Council. He also holds the following positions: (i) member of the Deliberative board of Sistel, a Sociedade de Previdência Complementar for former employees of the Telebrás group (since 1998). He has held the following positions: (i) alternate member of the Company’s Fiscal Council (until April/2023); and (ii) Member of the Deliberative board of Visão Prev Sociedade de Previdência Complementar (until March/2023). He has a degree in Business Administration (Luzwell College), with specialization courses in Telecom Management – Telia Academy AB – Sweden and a Master’s degree in Business Management from IESE Business School – Barcelona.

Alexandre Pedercini Issa Alternate Member

Alexandre Pedercini is an alternate member of the Company’s Fiscal Council. He also holds the following positions: (i) effective member of the Fiscal Council of Companhia Energética de Brasília S.A. – CEB (since 2022); (ii) effective member of the Board of Directors of Banco de Desenvolvimento do Espírito Santo S.A. – BANDES (since 2021); (iii) effective member of the Fiscal Council of COMGÁS – Companhia de Gás de São Paulo S.A. (since 2020); (iv) effective member of the Fiscal Council of CASAN – Companhia Catarinense de Águas e Saneamento S.A. (since 2020); and (v) member of the Board of Directors of São Paulo Turismo S.A. (since 2018). He has also held the following positions: (i) effective member of the Board of Directors of Banco da Amazônia S.A. – BASA (until 2021); (ii) effective member of the Fiscal Council of Cia. de Saneamento do Estado de São Paulo S.A. – SABESP (until 2020); and (iii) effective member of the Fiscal Council of Transmissora Aliança de Energia Elétrica S.A. – TAESA (until 2018). He has a degree in Administration from Faculdade Milton Campos (2004) and an MBA in Strategic Business Management from Universidade Fumec (2012). He is a Certified Board Member by IBGC in the CCIe Modality.

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.

Cremênio Medola Netto Alternate Member

Cremênio Netto is an alternate member of the Company’s Fiscal Council. He is also the manager of Pousada Girassol Monte Verde Ltda. (since 2000). He previously held the position of effective member of the Company’s Fiscal Council (until April/2023). He has a degree in Economics from Faculdade Metropolitana Unidas – FMU (1971), and has completed the following courses: (a) MBA in Projects and Planning, at FIPE of the Universidade de São Paulo – USP (1973); (b) MBA in Business Management at FIA of the Universidade de São Paulo – USP (2005); and (c) Specialization course in Telecom Management, IPTM- International Program on Telecommunications Management, at the Telia Training Center in Kalmar/Sweden (1997).