Board of Directors
The management of the Company is incumbent upon the Board of Directors and the Executive Board, whose members shall be elected for a unified term of office of 2 years, the Directors, and 2 years, also unified, the Directors, may be re-elected. The Board of Directors shall be composed of 3 to 9 members, shareholders or not, elected by the General Meeting.
| Name | Office | Election Date | End of Mandate |
|---|---|---|---|
| David Abramo Randon | Chairman | 04/12/2022 | 04/12/2024 |
| Mr. David Randon has been the Chair of the Company's Board of Directors since 2016. He has worked at Randoncorp since 1983, having served as the Chair of the Board of Directors since 2019, when he left the role of Chief Executive Officer. He actively participates in professional and non-profit organizations, also serving as the CEO of Caixa de Assistência Sistema Saúde Integral (SSI Saúde), as member of the Deliberative Council of Instituto Elisabetha Randon (IER) and is also member of the Superior Council of the Chamber of Industry, Commerce and Services of Caxias do Sul (CIC). He holds a degree in Mechanical Engineering from Pontifícia Universidade Católica do Rio Grande do Sul (PUC/RS). He also a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC). | |||
| Astor Milton Schmitt | Vice Chairman | 04/12/2022 | 04/12/2024 |
| Mr. Schmitt has been serving as Vice Chair of the Company's Board of Directors since 1996. He is the co-owner of AMJD Administração e Participações Ltda and serves as Director of Economics, Statistics and Finance at the Chamber of Industry, Commerce and Services of Caxias do Sul (CIC) and President of the Caxias do Sul Automotive Technological Center Foundation. Previously, he was the Investor Relations Officer of Randoncorp and served as Vice Chair of the Board of Directors of Banco Randon S.A. He also participated in the Advisory Board of the joint ventures Sistemas Automotivos Ltda. and Jost Brasil Sistemas Automotivos Ltda. He holds a degree in Mechanical Engineering. | |||
| Daniel Raul Randon | Member | 04/12/2022 | 04/12/2024 |
| Mr. Daniel Randon has been a sitting member of the Board of Directors of Frasle Mobility since 2016. He began his professional career over 20 years ago, having held several positions at Randoncorp units. In 2019, he was elected President and CEO of Randoncorp and began to dedicate exclusively to the President role as of 2022, focusing mainly on the ESG, innovation, and institutional agendas. He is President of the Superior Council of Transforma-RS, a collaborative hub that gathers business leaders, government, universities, and civil society to support the sustainable development of the state of Rio Grande do Sul. He actively participates in intensifying innovation fronts through projects and investments that range from cultural transformation to industrial processes at units in Brazil and abroad. He holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS) and an MBA in Administrative-Financial Management from the University of Chicago. | |||
| Dan Antonio Marinho Conrado | Member | 04/12/2022 | 04/12/2024 |
| Mr. Conrado has been a sitting member of the Board of Directors of Frasle Mobility since 2020. He also served as member of the Board of Directors of Vale S.A., where he acted as Chair of the Board of Directors. He was also a member of the Board of Directors of Valepar S.A., where he also served as Chair of the Board of Directors. He also served as CEO of Litel Participações S.A. and Litela Participações S.A. He holds a degree in Law from Dom Bosco University (MS), an MBA in Business Management from UFMT/INEPAD, and concluded the CEO Program at Fundação Getúlio Vargas (FGV) and the Corporate Governance course at USP/FIPECAFI. | |||
| Mônica Pires da Silva | Member | 04/12/2022 | 04/12/2024 |
| Ms. Silva has been a sitting member of the Company’s Board of Directors since 2022. She is a member of the Fiscal Council of Banco Bradesco S.A and of the Fiscal Council of Instituto Rede Brasil of the UN Global Compact. She is also a member of the Board of Directors and Coordinator of the Audit Committee at Plano & Plano Desenvolvimento Imobiliária S.A. Additionally, she served as the global leader of finance and operations for Artificial Intelligence, CFO and Operations Leader of Research Laboratories in Brazil, India and Singapore, and CFO of the Research Laboratory at IBM Brasil Indústria de Máquinas e Serviços Ltda. She is a lawyer, with a degree in Law from Universidade Cândido Mendes, a degree in Accounting from UFRJ, and a postgraduate degree in Labor Law from Universidade Gama Filho. She also holds an MBA in Business Management from Fundação Dom Cabral, a post-MBA in Management from the Kellogg School of Management (USA), and a master's degree in Management Coppead from UFRJ. She also received executive training from Harvard Business School and Singularity University, participated in Deloitte's CFO Program, and holds a certificate in global Business Administration from the Thunderbird School of Global Management, in addition to being a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC). | |||
Executive Board
The Company’s Executive Board shall be composed of at least 2 members and a maximum of 9 members, shareholders or not, resident in the country, being one Chief Executive Officer, one Chief Operating Officer, one Investor Relations Officer and others without specific designation, elected by the Board of Directors, the functions may be cumulated by the same Director.
| Name | Office | Election Date | End of Mandate |
|---|---|---|---|
| Sergio Lisbão Moreira de Carvalho | Chief Executive Officer | 04/29/2022 | 04/29/2024 |
| Mr. Carvalho is President Director and CEO of Frasle Mobility. He is also the CEO of Randoncorp, where he has been working since 2017, with extensive professional experience in business management and mergers and acquisitions, contributing to the fulfillment of the Company's financial and sustainable development goals. He a member of the Heavy Duty Manufacturers Association (USA) and directs the Rio Grande do Sul section of Sindipeças. He also has international experience in the automotive sector, having served a board member for several companies in North America, South America, Europe, and Asia, as well as Vice President of Meritor (USA), CEO and President of Nelson Global Products (USA), President of Sypris Technologies (USA), CEO and President of Fuwa Heavy Industries (China) and founder and CEO-President of AXN Heavy Duty (USA). | |||
| Hemerson Fernando de Souza | Investor Relations Director | 04/29/2022 | 04/29/2024 |
| Mr. Souza is the Business, M&A, and IR Officer of Frasle Mobility. With over 20 years of professional experience, he has served in different roles in areas such as Commercial and Marketing, Market, Strategic Planning, Mergers and Acquisitions, Capital Markets, and Investor Relations. Previously, we also served as Planning and Investor Relations Manager at Randoncorp and was also Executive Manager of Controllership and Investor Relations at the Company. In 2019, he was elected as the Director responsible for the subsidiaries Fremax and Controil, the units in Europe and the M&A division of Frasle Mobility, in addition to becoming the Investor Relations Officer. He holds a degree in Social Communication, an MBA in Business, Management, Marketing, and Related Support from ESPM, and an MBA in Finance from IBMEC. | |||
| Anderson Pontalti | Chief Operating Officer | 04/29/2022 | 04/29/2024 |
| Mr. Pontalti is Supervisor Director of Frasle Mobility. He has been working at Randoncorp for over 20 years and held positions in several companies, such as Jost Brasil and Frasle Mobility Europa. As Operations Director, he is responsible for the entire business operations in Brazil, China, USA and, more recently, Europe, the Middle East and Africa (EMEA). Over the last three years, he actively participated in the growth cycle of M&A projects and in the Company's strategic repositioning. He holds a degree in Mechanical Engineering from Universidade de Caxias do Sul (UCS), a master’s degree in Automotive Engineering from Universidade Federal do Rio Grande do Sul (UFRGS), in addition to specialist and MBA degrees from Fundação Dom Cabral (FDC), Intitut Européen d’Aministration des Affaires (INSEAD - France) and Harvard Business School (USA). | |||
Audit Board
The Audid Board will not be permanent and will only be installed at the request of shareholders representing at least 10% (ten percent) of the shares entitled to vote or 5% (five percent) of the shares without voting rights, also observing the provisions of the applicable legislation. When installed, the Audit Board will be composed of 3 (three) to 5 (five) effective members and an equal number of alternates, elected by the General Meeting.
| Name | Office | Election Date | End of Mandate |
|---|---|---|---|
| Geraldo Santa Catharina | Member | 04/13/2023 | 04/13/2024 |
| Mr. Catharina has been a sitting member of the Company’s Fiscal Council since 2020. He is also a member of the Board of Directors of Banco Randon S.A., where he previously served as Commercial Director. He also served as the Investor Relations Officer of Randoncorp, and was a managing partner of G-TEMPTON Consultoria Empresarial Ltda. He holds a degree in Business Administration from Universidade de Caxias do Sul (UCS), a postgraduate degree in Finance from Universidade Federal do Estado do Rio Grande do Sul (UFRGS), and a specialist degree in Business Management from Fundação Dom Cabral. | |||
| Joílson Rodrigues Ferreira | Member | 04/13/2023 | 04/13/2024 |
| Mr. Ferreira has been a sitting member of the Company’s Fiscal Council since 2023. He previously served as Director of BRASILCAP Capitalização S.A., Caixa de Assistência dos Funcionários do Banco do Brasil (CASSI), INVEPAR S.A., and Caixa de Previdência dos Funcionários do Banco do Brasil (PREVI). He was also Vice President of Federação Nacional de Capitalização (FENACAP). He was also a member of the Board of Directors of América Latina Logística S.A. (ALL), Companhia de Eletricidade do Estado da Bahia (COELBA), CPFL, NEOENERGIA, and Tupy S.A. He holds a degree in Law from Universidade de São Paulo (USP), an MBA in Management and Corporate Finance from FGV-RJ, and an Executive MBA in Advanced Business Management from Universidade Federal de Mato Grosso. | |||
| Wladimir Omiechuck | Member | 04/13/2023 | 04/13/2024 |
| Mr. Omiechuk has been a sitting member of the Company’s Fiscal Council since 2022. He has also been a member of the Audit Committee of Irani Papel e Embalagem S.A, since 2020. He is a Fiscal Advisor to Instituto Caldeira, an innovation hub in Porto Alegre, and Fundo Centenário, an association responsible for providing scholarships for engineering students at Universidade Federal do Rio Grande do Sul (UFRGS). He is currently Chair of the Board of Directors of IBEF- RS and a Director of Instituto Cultural Floresta. He is also a member of the Audit, Finance, and Related Parties Committees of Grupo OLEOPLAN and a member of the Board of Directors of Medicina Diagnostica Serviços Médicos e Laboratório. He holds a degree in Accounting from Universidade Federal do Estado do Rio Grande do Sul (UFRGS), a specialist degree in IFRS from FIPECAFI/USP, and is a certified Board Member from the Brazilian Institute of Corporate Governance (IBGC). | |||