Overseeing PAGS accounting and financial reporting processes and the audits of our financial statements. Selecting our independent auditor, approving related fees. Annually reviewing the independent auditor’s report describing the auditing firm’s internal quality control procedures, any material issues raised by the most recent internal quality control review. Discussing earnings press releases with management, as well as financial information and earnings guidance provided to analysts and rating agencies. Analyzing our related-party transactions based on our policy for these transactions.
|Noemia Mayumo Fukuga Gushiken||Chairman|
Ms. Gushiken has more than 20 years of experience in the technology and consumer industries. She is currently a strategic advisor for family offices and startup companies in Brazil, providing advice on a variety of matters, including operations, management, legal and compliance. Ms. Gushiken served as the Operations Director at Cerveja Proibida from 2013 to 2017, as the Legal Director at Microsoft from 2007 to 2013, and as the Head of Legal at UOL from 2000 to 2007. She has also represented these companies in industry associations and corporate affairs initiatives in Brazil. She holds a law degree and a post-graduate degree in Commercial and Corporate Law, both from the Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo – PUC). Ms. Gushiken also studied Japanese Constitutional Law at the University of Shizuoka – Japan from 1993 to 1994. She is admitted to the Brazilian Bar in São Paulo.
|Cleveland Prates Teixeira||Member|
Mr. Teixeira holds a master’s degree in Economics from Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV-SP) in São Paulo and a bachelor’s degree in economics from the University of São Paulo (Universidade de São Paulo – USP). From 2002 to 2004, he served as a Commissioner of the Administrative Counsel for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE), the Brazilian antitrust agency, and from 1999 to 2002, he served as Deputy Secretary for Economic Monitoring (Secretaria de Acompanhamento Econômico – SEAE) of the Brazilian Ministry of Finance, and as Coordinator General of Trade and Services and Cartel Prosecution for the same department. In 2002, he was a member of the Federal Fund for the Defense of Collective Rights of the Brazilian Ministry of Justice, and from 2006 to 2008, he was Council of the Brazilian Institute of Economics (Instituto Brasileiro de Economia – IBRE) at Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV). Since 2007, he has taught courses on Microeconomics, Economic Analysis of Law, Antitrust and Regulation at the GVLaw graduate program at the law school of Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV-SP) in São Paulo, and has coordinated a course in Market Regulation at the Foundation Institute of Economic Research (Fundação Instituto de Pesquisas Econômicas – FIPE). He is also the Managing Partner of Microanalysis Consultoria Econômica, having worked on economic issues and coordinated projects in financial, regulatory and competition affairs in various sectors of the economy, including consultancy to both national and international government agencies, such as the Applied Economic Research Institute (Instituto de Pesquisa Econômica Aplicada – IPEA), the United Nations Conference on Trade and Develoment (UNCTAD) and the World Bank.
|Marcia Nogueira de Mello||Member|
Ms. Mello holds a bachelor’s degree in computer science from the Mackenzie Presbitarian University (Universidade Presbiteriana Mackenzie) in São Paulo, Brazil. From 1984 until 1997, she worked for several information technology services companies, and since 1997 she has dedicated her career to the payments market, working for a series of companies in the industry, including Hypercom (1997/2004), Verifone (2004/2006), Sagem (2006/2007), and Electronic Data Systems (2007/2008), an HP company focusing on payments processing systems, business process outsourcing (BPO) and infrastructure. From 2008 until 2011 she worked at Cielo, first as IT Director, managing architecture, IT innovation and strategy, projects and certification and later as Commercial Director, to develop alternative sales channels (banks, enterprise resource planning (ERP) companies, international organization for standardization (ISO) standards, etc.). From 2011 until 2013 she rejoined the VeriFone Group to develop the Brazilian market for Point, a new business unit dedicated to expanding alternative payments infrastructure. After that, from 2013 until 2014 she acted as the Commercial Director for Elavon do Brasil for medium and large accounts. In mid-2014, she assumed the role of CEO of Global Payments South America and of member of the Board of Directors at Global Payments Serviços de Pagamentos Brazil. Since the beginning of 2020, Ms. Mello has focused on mentoring young executives and preparing women from underprivileged communities to enter the job market.
Credit and Liquidity Risk Committee
Defining a risk policy taking into consideration the possibility of default by: (a) the card issuers, which have the obligation of transferring to the credit and debit card labels the fees charged for the transactions carried out by their card holders, and/or (b) the acquirers, which are used by the PagSeguro Group to approve transactions with the issuers.
Mr. Alcaro is currently our Chief Business Development Officer and has been a member of our board of directors since 2017. Mr. Alcaro had been our Chief Financial and Investor Relations Officer and Chief Accounting Officer until 2021. He has been the Chief Financial and Mergers & Acquisitions Officer of the UOL group and Executive Officer of the Folha Group since 2011. He holds a bachelor’s degree in business administration from the Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV-SP) in São Paulo. Before joining our group, Mr. Alcaro held several positions, including Finance Vice President at Walmart Brazil from 2008 to 2011, Financial Planning and Investors Relations Director at Walmart USA from 2006 to 2008, Mergers & Acquisitions Director at Walmart USA from 2003 to 2006, Finance Manager at Walmart Brazil from 1997 to 2003 and Senior Auditor at PricewaterhouseCoopers from 1992 to 1997.
|Ricardo Dutra da Silva||Member|
Mr. Dutra has been a member of our board of directors and our Executive Officer since 2017. He has been Chief Executive Officer of PagSeguro Brazil and Chief Executive Officer of UOL Digital Content and Products since 2016. Mr. Dutra worked for the UOL group from 1997 to 2005, holding management positions in operations, marketing and sales, and rejoined the group in 2009 as Country Manager at UOL Argentina in Buenos Aires, where he served until 2010. He holds a bachelor’s degree in electrical/industrial engineering from the Industrial Engineering University (Centro Universitário da Faculdade de Engenharia Industrial – FEI), a post-graduate degree in business from the Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV) in São Paulo, and an MBA from Darden Graduate School of Business Administration at the University of Virginia. Prior to rejoining UOL, he was a management consultant at Bain & Company from 2007 to 2009.
Data Governance Committee
Establishing a governance structure of data protection and privacy in the Companies; define which relevant data are exposed to internal and external risks and establish controls in order to mitigate them; identify and nominate the owner (i) of data domains and those responsible for the classifications; align methodology to the Companies business strategy; and define the general rules regarding to the organization, functioning and structuring of the Committee’s activities.
Corporate Governance Committee
Advising the Board of Directors on the principles of corporate governance and in line with the objectives of the Companies, preserve the image, mitigate risks and ensure the compliance with current law. Also, advise the Companies Executive Officers on issues regarding to the policies, operational guidelines and methodologies of Operational Risks and Internal Controls, Compliance and Prevention of Money Laundering and Terrorism Financing, in compliance with the applicable law.
Information Security Committee
Advising the Companies’ Executive Officers on issues regarding to Information Security; identify and establish controls over the internal and external risks to which the Companies are exposed regarding the Information Security; and align the strategy, methodology and communication and response models in case of incidences and in the business continuity plan, in compliance with the applicable law.
Advising the Board of Directors on the economic strategy performance, cash generation, investments and mitigation of Companies financial risks; advise and evaluate the Board’s projects and proposals in order to optimize the financial management of its resources; and advise the Companies Executive Officers on issues related to policies, operational guidelines and financial management, in compliance with applicable law.
LTIP Compensation Committee
Determining the individual compensation of each executive officer, as well as the compensation of our board and committee members. In making such determinations, the board will review the performance of our executive officers, including the performance of our principal executive officer, who will be required to excuse him- or herself from discussions regarding his or her performance and compensation.