Board of Directors, Committees and Management
Board of Directors
In accordance with Direcional’s By-Laws, its Board of Directors must be comprised of a minimum of five and a maximum of nine members. The members of the Company’s Board of Directors are elected at a general shareholders’ meeting and serve for two-year terms. They may be reelected, and they are subject to removal at any time by Direcional’s shareholders. The members of the Company’s Board of Directors must remain in office until their successor is elected and takes office. According to the Rules of the Novo Mercado, at least 20% of the members of Direcional’s Board of Directors must be independent members.
Direcional’s Board of Directors is a decision-making body, responsible for determining the guidelines and general policies of its business, including its overall long-term strategy as well as controlling and overseeing the Company’s performance. Direcional’s Board of Directors is also responsible for, among other matters, supervising the activities of its executive officers.
The current members of the Company’s Board of Directors were elected at the general shareholders’ meeting held on April 29th, 2022 with an unified term of two years up to the Annual General Meeting of 2024.
Mr. Ricardo Valadares Gontijo holds a bachelor’s degree (and graduated with honors) in Civil Engineering from Universidade Federal de Minas Gerais (UFMG). He founded the Company in 1981 and was its Chief Executive Officer until 2019. Currently, he is the chairman of Direcional’s Board of Directors. He served as construction officer of Construtora Andrade Valladares from 1974 to 1984, where he coordinated a group of approximately 35 engineers and was responsible for the construction of approximately 32,700 units.
Mr. Ricardo Ribeiro Valadares Gontijo holds a bachelor degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG). He participated in the Senior Executive Programme at London Business School. Ricardo Ribeiro has been in the Company since July 2004, where he started his career as Commercial Director. Currently, he is the Company’s Chief Executive Officer.
Mrs. Ana Lúcia Ribeiro Gontijo holds a bachelor’s degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG). With an extensive experience in the popular enterprises segment, she started her career as an engineering assistant and later as an engineer at Construtora Andrade Valladares, where she worked from 1979 to 1981. She has been a member of Direcional’s Board of Directors since 1984.
Ms. Ana Carolina Ribeiro Valadares Gontijo Couto holds a Law degree from Faculdade Milton Campos and a bachelor’s degree in Civil Engineering from Universidade FUMEC. She began her career at the Company in 2006, managing production financing contracts and other financial contracts, remaining as the head of the Corporate Finance department until December 2018. Ms. Ana Carolina has been a member of Direcional’s Board of Directors since 2006.
Graduated in Production Engineering from Universidade de São Paulo (USP) in 1986, Mr. Alberto Fernandes served as Executive VP of Banco Itaú BBA from December 1998 to January 2019. He has previous experience as Commercial Director at Lloyds Bank, working from 1997 to 1999, and as Commercial Director at CCF, from 1989 to 1997. He does not work in a company (i) that is part of the Company’s economic group or (ii) is controlled by a shareholder of the Company that holds a direct or indirect interest, equal or more than 5% of the same class or type of securities of the Company.
Graduated in Civil Engineering and Business Administration, Mr. Christian Keleti has over 20 years of experience in the financial market. He worked at Hedging Griffo Corretora de Valores from 2000 to 2010, where he assumed the position of partner, in 2003. In 2006, he joined Credit Suisse, where he worked until 2017 in the brokerage’s trading areas, also acting as Head of Distribution of LatAm equities, between 2015 and 2017. In 2018, he founded Alpha Key Capital Management, where he has served as CEO since then. He does not work for a company (i) that is part of the Company’s economic group or (ii) is controlled by a shareholder of the Company that holds a direct or indirect interest equal to or greater than 5% of the same class or type of Company’s securities. He is not considered a Politically Exposed Person, under the terms of the legislation in force.
Mr. Cláudio Carvalho de Lima has a Law degree from Universidade Mackenzie and MBA from Ibmec-SP. He began his career in the legal area of BADESP, in 1988. He also served as Legal Manager at JTS Engenharia, Unibanco S.A., Multicanal and was Senior Manager and Statutory Director of the group’s companies at Redevco do Brasil (Real Estate Development Company), company of the Dutch group Cofra AG, where he was responsible for the legal area in Brazil between 2001 and 2007. He served as Secretary of Social Investment of the Municipality of São Paulo and Secretary of the Regional Municipalities of the Municipality of São Paulo between 2017 and 2018. He was Executive VP of Cyrela Brazil Realty between 2005 and 2017 and Vice President of ABRAINC (Brazilian Association of Real Estate Developers) between 2014 and 2017. He is a partner of AW Realty (Athie Wonhart Group), member of the Boards of Directors of Athie Wonhart, of One Construction, Unitah and chairman of the Board of Directors of CETESB. In addition, he is a member of the business council of Instituto Ayrton Senna, a member of the management committee of the leader in the Business Leaders Entity and a member of the Board of Directors of Arcah, in addition to being president of Lide Solidariedade and Lide Construção Civil. He has extensive experience in the public and private sectors, with over 30 years of experience in the real estate sector. He does not work for a company (i) that is part of the Company’s economic group or (ii) is controlled by a shareholder of the Company that holds a direct or indirect interest equal to or greater than 5% of the same class or type Company’s securities. He is considered a Politically Exposed Person, under the terms of the current legislation, for his role as Special Secretary for Social Investment in the Municipality of São Paulo-SP, during the João Dória administration (2017-2018).
Fiscal Council
The Fiscal Council’s main responsibilities are: inspecting the management’s activities, reviewing the Company’s financial statements, and reporting its conclusions to the Company’s shareholders. The Brazilian Corporation Law requires that Fiscal Councils be composed of, at least, three and, at most, five sitting members and an equal number of alternates.
The Company’s By-laws envisages a non-permanent Fiscal Council. The Fiscal Council was instated for the first time at the Annual and Extraordinary Shareholders’ Meeting held on April 30th, 2014. The current members of the Company’s Fiscal Council were elected at the general shareholders’ meeting held on April 28th, 2023, with an unified term of one year up to the Annual General Meeting of 2024.
Mr. Figueiredo studied Business Administration at Fundação Getúlio Vargas (2002) and has a postgraduate degree in Economics, also from Fundação Getúlio Vargas (2006). He holds a CFA (Chartered Financial Analyst), issued by the CFA Institute. He was Director of Analysis at Guepardo Investimentos (2004-2012), member of the Investment Committee of the equity funds of BRZ Investimentos S.A. (2012-2014), co-manager and voting member of the Investment Committee of EOS Investimentos Ltda (2014- 2016) and is currently a founding partner and Managing Director of Evolve Capital. He has been a member of the Board of Directors of Cremer (since 2008-2012) and Bematech (since 2010-2012). He was member of the Fiscal Council of Coteminas S.A. (2009-2010) and Springs Global S.A. (2009-2010). He was a M&A analyst at ING Bank (2001-2003). He has no criminal or administrative convictions.
Mr. Bicalho completed graduate studies in Financial Management, Controllership and Audit at the Business Institute of Fundação Getulio Vargas, and earned a bachelor’s degree in Accounting Sciences at Instituto Newton Paiva Ferreira, and a teaching degree (Technical and Vocational Subjects) from Pontifícia Universidade Católica de Minas Gerais. Since 1999, he has served as controller at Action Agenciamento de Cargas Ltda (successor of Merzario do Brasil Ltda and Luigi Serra do Brasil Ltda), which operates in the segment of intermodal logistics of international transports and customs clearance. He also acted as accounting manager of Fasal S.A. Com. e Indústria de Produtos Siderúrgicos (currently Soluções Usiminas) from 1993 to 1999, having participated in the process of partial merger of Usiminas and creation of Porto Seco – Eadi Grambel. He has been the partner responsible for Escritório Contábil Ltda since 1990. He is not involved in any of the crimes provided for by Law and there is no legal impediment preventing him from performing his professional or business activities.
Mr. Paulino earned a Law degree from Faculdade Milton Campos, located in Nova Lima (Minas Gerais), in 2000, and completed specialization programs in Corporate Law at Universidade Gama Filho and in Management with emphasis in Business at Fundação Dom Cabral (FDC) and a Masters in Business Administration at FDC. He is a Board member certified by the Brazilian Institute for Corporate Governance (IBGC). From 2003 to 2007, he worked at the Minas Gerais State Secretary of Economic Development, initially as legal advisor and later as chief of office. From 2007 to 2008, he served as Advisor to the CEO at Companhia de Desenvolvimento Econômico de Minas Gerais (CODEMIG). Since 2008, he has worked at Usinas Siderúrgicas de Minas Gerais S.A. (Usiminas), having held the position of Government Relations Advisor and, since 2010, as Governance Officer, and since 2015, as Corporate Legal and Environmental Compliance Officer. He has never been subject to any convictions in the criminal or administrative spheres, or that have suspended or disqualified him from practicing any professional or business activity.
Board of Executive Officers
Direcional’s Board of Executive Officers is responsible for its day-to-day management, except for the activities previously designated to its Board of Directors or its shareholders By-Laws or Direcional’s By-Laws.
According to Direcional’s By-Laws, its Board of Executive Officers must be comprised of a minimum of two and a maximum of eight members. The members of Direcional’s Board of Executive Officers are elected by the Board of Directors and serve for two-year terms. They may be reelected and must remain in office until their respective successor member takes office.
The Board of Executive Officers currently consists of eight members, with a term of office until the Annual Shareholders’ Meeting which approves the accounts for the fiscal year ending December 31st, 2023.
Mr. Ricardo Ribeiro Valadares Gontijo holds a bachelor degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG). He participated in the Senior Executive Programme at London Business School. Ricardo Ribeiro has been in the Company since July 2004, where he started his career as Commercial Director. Currently, he is the Company’s Chief Executive Officer.
Mr. Guilherme Castanheira holds a bachelor degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG), and a postgraduate degree in Financial Engineering from IEC PUC Minas. He has joined the company in 2015 as an Engineering Superintendent. Over more than 21 years of experience in construction, he was Engineering Director at EESA Engenharia S.A. and worked on major engineering projects for Petrobras and Vale S.A.
Mr. Rafael Passos Valadares has a degree in Civil Engineering from Universidade Federal de Minas Gerais (UFMG), and a postgraduate degree in Business Management from Fundação Getúlio Vargas (FGV). He was Engineering Manager at Construtora Andrade Gutierrez and Vale. He is currently a director of Empresa Mineira de Geração Distribuída Holding Ltda (EMGD). He has been in Direcional since 2007, where he was responsible for several departments, such as: Planning and Control of Works, Relationship with Partners, Real Estate Financing, CSC and Customer Relations. Since 2016, he has been responsible for all areas of Technical Engineering. He has a solid background in the construction industry, having over 25 years of experience in the industry. It has no criminal or administrative convictions.
Mr. Paulo Sousa holds a bachelor degree in Economic Sciences from Pontifícia Universidade Católica de Minas Gerais (PUC/MG) and an Executive MBA from Fundação Dom Cabral (FDC) . He has been working in Direcional Engenharia since 2011 and currently occupies the position of Investor Relations and Financial Officer.
Mrs. Laura holds a Law degree from Universidade Federal de Minas Gerais (UFMG) with a specialization in Strategic Negotiation from Harvard Business School. In December 2014, she took over as Chief Legal Officer at Direcional. In August 2023, she was elected to compose the Company´s Board of Executive Officers.
Mr. João Adriano Ponciano Nobre holds a bachelor degree in Civil Engineering and a Masters in Administration. He started his career as a construction engineer, later migrating to the business area. His journey at Direcional began in April 2014 as Commercial and Development Superintendent for the Rio de Janeiro regional office. In January 2018, he took over as Regional Commercial and Development Superintendent for the North and Northeast regional offices. In October 2020, he was appointed as Sales Officer.
Mr. Eduardo Quintella holds a bachelor degree in Production Engineering from PUC-Rio, a Masters in Business Administration from Fundação Getúlio Vargas (FGV) and a postgraduate degree in Finance from UC Berkeley. He has more than 10 years of experience in the sector, working in new business and development area. In 2017, he started at Direcional as Commercial and Development Superintendent in Manaus regional office. In April 2020, he took over as Regional Commercial and Development Superintendent in São Paulo and Minas Gerais states.