Our relationship with the investors and the market is based on transparence. We met all the legal and regulatory requirements applying to the publicly held companies with securities traded in Brazil and abroad.
The structure of Ambev’s Governance is integrated by the Board of Directors, the Executive Board of Officers and the Audit Committee. The Board of Directors counts on the support from the Operations, Finance and Remuneration Committee and the Related Parties and Antitrust Conducts Committee.
Our Reference Form, filed with the CVM under Brazilian Corporate Law, contains complementary information regarding Management, such as qualification and remuneration.
The Board of Directors oversees Ambev’s executive officers. The Board of Directors is currently comprised of eleven effective members and two alternate member, and provides the overall strategic direction of Ambev. Directors are elected at general shareholders’ meetings for a three-year term, re-election being permitted. Day-to-day management is delegated to the executive officers of Ambev, of which there are currently eleven. The Board of Directors appoints executive officers for a three-year term, re-election being permitted.
The Board members appoint the executive officers and ensure that the company’s values, ethics and culture are practiced and spread among the employees. They use their extensive knowledge of the business to ensure that Ambev reaches its long-term goals and maintains its short-term competitiveness. Moreover, the Board of Directors ensures that Ambev pursues its short-term business goals without compromising our long-term growth, while at the same time ensuring that Ambev’s corporate values are practiced.
Aiming at ensuring a greater independence and autonomy among the main Governance bodies, no director exercises an executive office in the Company, despite all of them being shareholders. The Company’s Co-Chairmen of the Board of Directors and the Chief Executive Officer are separate positions held by different people.
The Board of Directors evaluates constantly their performance and internal procedures. The Board of Directors and Executive Officers are evaluated annually based on objective results targets associated to the Company’s performance, and this evaluation is used to verify their right to variable compensation.
Find below the members of our Board of Directors:
| Name | Office | End of Term |
|---|---|---|
| Michel Dimitrios Doukeris | Co-Chairman and Director | 2023 |
| Victorio Carlos De Marchi | Co-Chairman and Director | 2023 |
| Fernando Tennenbaum | Member of the Board of Directors | 2023 |
| Fabio Colletti Barbosa | Member of the Board of Directors | 2023 |
| Lia Machado de Matos | Member of the Board of Directors | 2023 |
| Milton Seligman | Member of the Board of Directors | 2023 |
| Nelson José Jamel | Member of the Board of Directors | 2023 |
| Roberto Moses Thompson Motta | Member of the Board of Directors | 2023 |
| Antonio Carlos Augusto Ribeiro Bonchristiano | Member of the Board of Directors (Independent) | 2023 |
| Claudia Quintella Woods | Member of the Board of Directors (Independent) | 2023 |
| Marcos de Barros Lisboa | Member of the Board of Directors (Independent) | 2023 |
| Carlos Eduardo Klutzenschell Lisboa | Member of the Board of Directors (Alternate) | 2023 |
(1) Annual General Meeting to be held in 2023.
The responsibilities of the ‘Conselho Fiscal’ include supervision of Management, performing analyses and rendering opinions regarding Ambev’s financial statements and performing other duties in accordance with Brazilian Corporate Law and our By-Laws. None of the members of the ‘Conselho Fiscal’ is also a member of the Board of Directors or of any Committee thereof. The members are elected in the General Shareholders’ Meeting and their term of office will be of one year, reelection being permitted. One ‘Conselho Fiscal’ effective member and one alternate are elected by minority shareholders under the terms of the law.
In addition, we have relied on the exemption provided for under Rule 10A-3(c)(3) of the Sarbanes-Oxley Act of 2002, which enables us to have the ‘Conselho Fiscal’ perform the duties of an audit committee for the purposes of such Act, to the extent permitted by Brazilian law. We do not believe that reliance on this exemption would materially adversely affect the ability of our ‘Conselho Fiscal’ to act independently and to satisfy the other requirements of such Act.
| Name | Position | Term Expires (1) |
|---|---|---|
| José Ronaldo Vilela Rezende | Effective | 2022 |
| Elidie Palma Bifano | Effective | 2022 |
| Vinicius Balbino Bouhid | Effective | 2022 |
| Emanuel Sotelino Schifferle | Alternate | 2022 |
| Eduardo Rogatto Luque | Alternate | 2022 |
| Carlos Tersandro Fonseca Adeodato | Alternate | 2022 |
(1) Annual General Meeting to be held in 2022.
The Operations, Finance and Compensation Committee is the main link between the policies and decisions made by the Board of Directors and Ambev’s management team. The Operations, Finance and Compensation Committee’s responsibilities are:
– monitoring the Company´s three-year plan;
– issuing its opinion on decisions taken by the Board of Directors on compensation policy for Company directors and high-performance employees, including their individual compensation packages in order to ensure alignment of interests between shareholders and beneficiaries of compensation packages, and ensure the latter have adequate compensation and incentives to achieve exceptional performance;
– monitoring the evolution of the Company´s actuarial liabilities and investments in pension plans;
– issuing its opinion on any technical feasibility study prepared by the board in relation to the expectation of generating future taxable income discounted to present value that will enable the realization of deferred tax assets;
– monitoring investor relations strategy and the evolution of the Company´s ratings placed by risk rating agencies;
– monitoring the evaluation of board members, key executives and talents and their respective succession plans;
– issuing its opinion on the Company´s annual investment planning (capex);
– issuing its opinion on the board´s proposals in relation to opportunities for corporate restructuring, mergers, acquisitions, spin-offs, consolidations or disposals of equity interests involving the Company;
– monitoring the Company´s capital structure and cash flow and issuing its opinion on strategy for remunerating the Company´s shareholders; and
– verifying compliance with the Company´s financial Policy on Risk Management.
Current members of the Committee are:
– Victório Carlos De Marchi (Chairman)
– Roberto Moses Thompson Motta
– Fernando Mommensohn Tennenbaum
– Nelson José Jamel
Throughout the year, the Operations and Finance Committee holds at least four meetings. The members of the Committee are elected by the Board of Directors.
The responsibilities of the Related Parties and Antitrust Conducts Committee are to assist the Board of Directors in the following matters:
– Situations of conflict of interests in general between the Company and related parties;
– Compliance, by the Company, with legal, regulatory and statutory provisions concerning related party transactions;
– Compliance, by the Company, with legal, regulatory and statutory provisions concerning antitrust matters; and
– Other matters the Board of Directors may consider relevant and in the interest of the Company.
Current members of the Related Parties and Antitrust Conducts Committee are:
– Victório Carlos De Marchi (Chairman)
– Fabio Colletti Barbosa
– Carlos Emmanuel Joppert Ragazzo
– Everardo de Almeida Maciel
– Marcos de Barros Lisboa
The Executive Board of Officers is integrated by the Chief Executive Officer and 11 officers, with a three year term of office, reelection being permitted. They are experienced professionals, know the market where the Company acts, and are on average more than ten years in the company. The Executive Board of Officers is responsible for managing Ambev’s businesses and submitting proposals for medium term and long term planning to the Board of Directors.
| Name | Office |
|---|---|
| Jean Jereissati Neto | Chief Executive Officer |
| Lucas Lira | Chief Financial, Investor Relations and Shared Services Officer |
| Eduardo Braga Cavalcanti de Lacerda | Commercial Vice President Officer |
| Ricardo Morais Pereira de Melo | People and Management Vice President Officer |
| Mauricio Nogueira Soufen | Industrial Vice President Officer |
| Eduardo Eiji Horai | Information Technology Vice President Officer |
| Ricardo Gonçalves Melo | Corporate Affairs Vice President Officer |
| Rodrigo Figueiredo de Souza | Procurement Vice President Officer |
| Paulo André Zagman | Logistics Vice President Officer |
| Leticia Rudge Barbosa Kina | Legal and Compliance Vice President Officer |
| Daniel Cocenzo | Sales Vice President Officer |
| Daniel Wakswaser Cordeiro | Marketing Vice President Officer |
| Pablo Firpo | Non-Alcoholic Beverages Vice President Officer |
Click on the names to have more information about each officer.
