Board of Directors
Amec’s Board of Directors consists in a group of 11 – 15 professionals from the equity funds, multimarkets, and open and/or closed complementary pension funds industry, appointed by the association’s members at its Annual General Meeting (AGM) for a term of two years.
The Board of Directors is responsible for approving the work conducted by Amec in concrete cases, including information about the parties involved and subject to the approval by the absolute majority of its members. Under urgent circumstances, the Executive Board can approve Amec’s statements, fact that shall be immediately informed to the Board of Directors by electronic means. In such cases, the Board of Directors can call an extraordinary meeting to discuss the matter and have it approved by all members.
The Board of Directors is responsible for
- Establishing Amec’s general guidelines based on the association’s social purpose, as set forth in its bylaws, and on the defense of the rights and interests of its members;
- Recommending reviews of the bylaws and Code of Ethics and other measures deemed appropriate;
- Complying, when applicable, with the bylaws that depend on its deliberations;
- Developing and submitting the Annual Report, the prior year’s Financial Statement, the budget estimate for the current year and other matters considered of interest to Amec’s members to be approved in the Annual General Meeting;
- Approving or rejecting the joining of new members;
- Creating Technical Commissions comprised of representatives of Amec’s members.
- Deciding on the imposition of penalties to the members that do not comply with the ethical principles and provisions set forth in Amec’s bylaws;
- Appointing the CEO, 6 Vice Presidents and 1 Alternate Vice President to the Executive Board, establishing their duties, delegating their powers and defining their competencies and, in the event of vacancies, appointing Vice Presidents to complete the term in office;
- Meeting every three months on an ordinary basis, preferably at Amec’s headquarters, upon formal call sent by email and made by the CEO at least 5 (five) days in advance, or meeting anytime on an extraordinary basis, upon formal call made by the CEO or by any group of 3 (three) Board members, at least 2 (two) days in advance, provided the minimum necessary quorum for deliberation is reached, according to the provision set forth in Amec’s bylaws;
- Defending the rights and interests of minority shareholders, also in specific cases that involve investments made and/or managed by Amec’s members, with the objective of making recommendations to solve existing conflicts or implementing measures to protect the rights of the involved parties;
- Appointing 3 (three) permanent members to participate in the association’s Ethics Committee, preferably members of the Board of Directors or representatives of Amec’s members;
- Establishing differentiated yearly contributions to be paid by each category of permanent members, based on the level of engagement and participation of each category. To establish the yearly contribution, the Board of Directors shall observe the following parameters: the member’s category and the total assets invested in equity funds, multimarkets and stock portfolios managed or owned by the members;
- Establishing the cost expenses and investments allowed to be incurred/made by Amec’s CEO without the prior authorization of the Board of Directors and supervising the actions carried out by the Executive Board; and
- As per the suggestion made by the Executive Board, approving the creation of positions in the association’s organizational structure intended to enhance the performing of the association’s activities, such as Superintendents, Managers, Coordinators, Advisors or Assistants, in accordance with the association’s budget forecast and financial availability;
The Chairman of the Board of Directors is responsible for:
- Approving, upon proposal by the CEO, the meeting minutes;
- Chairing the Board of Directors’ meetings; and
- Appointing a secretary to prepare the meeting minutes.
MARCOS LANFRANCHI DE CALLIS
CHAIRMAN OF THE BOARD OF DIRECTORS
EDUARDO PENIDO MONTEIRO
HELDER RODRIGUES DA CUNHA SOARES
PAULO EIKIEVICIUS CORCHAKI
DE LIMA FILHO
PEDRO HERMES DA FONSECA RUDGE
WALTER MENDES DE OLIVEIRA FILHO