Our relationship with the investors and the market is based on transparency. We meet 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 Fiscal Council. The Board of Directors counts on the support from the Operations and Finance Committee, Governance Committee and People Committee.
Our Reference Form, filed with the CVM under Brazilian Corporate Law, contains complementary information regarding Management, such as qualification and remuneration.
Board of Directors
The Board of Directors oversees Ambev’s executive officers. The Board of Directors is currently comprised of nine effective members and two alternate members, 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. The Board of Directors appoints executive officers for a three-year term, re-election being permitted, ensuring 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 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 |
Chairman and Director |
2029 |
Mr. Doukeris is member of the Board of Directors of the Company and also AB InBev’s Chief Executive Officer. Mr. Doukeris joined AB InBev in 1996 and held a number of commercial operations roles in Latin America before moving to Asia, where he led AB InBev’s China and Asia Pacific operations for seven years. In 2016, he moved to the United States to assume the position of Global Chief Sales Officer, and prior to his appointment as Chief Executive Officer, he led Anheuser-Busch and the Company’s North American business. In 2024, Mr. Doukeris was knighted by the Belgian Brewers, and in 2025, he was awarded a decoration in the Order of Leopold, recognizing his leadership in promoting and advancing Belgian culture. Mr. Doukeris holds a Bachelor’s degree in Chemical Engineering from the Federal University of Santa Catarina, Brazil, and a Master’s degree in Marketing from Fundação Getulio Vargas, Brazil, and has also completed post-graduate programs in Marketing and Marketing Strategy at the Kellogg School of Management and The Wharton School in the United State.
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| Victorio Carlos De Marchi |
Member of the Board of Directors |
2029 |
Hr. De Marchi is a member of the Board of Directors of Ambev. He also serves as president of the Operations and Finance Committee, the Governance Committee and the People Committee of Ambev. Mr. De Marchi joined Antarctica in 1961 and held various positions during his tenure, including Chief Executive Officer from 1998 to April 2000. Mr. De Marchi is currently the President of Fundação Antônio e Helena Zerrenner – FAHZ and a member of the Advisory Board of Itausa S.A. In 2023, Mr. De Marchi was bestowed with the honorary title of Chairman Emeritus of the Board in recognition of his invaluable contribution and respected role as former co-chairman of our Board of Directors (noting that such title does not grant any specific authority to its grantee). Mr. De Marchi was a member of the board of Instituto de Estudos para o Desenvolvimento Industrial, a member of the board of directors of Itausa S.A. and a member of the deliberative council of Instituto Brasileiro de Ética Concorrencial (“ETCO”). Mr. De Marchi has a degree in economics from Faculdade de Economia, Finanças e Administração de São Paulo and a law degree from Faculdade de Direito de São Bernardo do Campo.
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| Lia Machado de Matos |
Member of the Board of Directors |
2029 |
Ms. Matos is a member of the Board of Directors of Ambev. She is currently an advisor to Stone Co, having acted between 2016 and 2025 as the Chief Strategy and Marketing Officer. Prior to that, Ms. Matos was a Family Office Director for Varbra from 2012 through 2016 and previously she served in several positions at McKinsey Consulting Company from 2006 through 2012, including Associate Partner. Ms. Matos holds a degree in Physics from Universidade Federal do Rio de Janeiro and a PhD in Physics from the Massachusetts Institute of Technology.
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| Fernando Mommensohn Tennenbaum |
Member of the Board of Directors |
2029 |
Mr. Tennenbaum is a member of the Board of Directors and of the Operations and Finance Committee of Ambev. Mr. Tennenbaum has been ABI’s Chief Financial Officer since 2020. He joined our Company in 2004 and has held various roles in the finance function including Treasury, Investor Relations and M&A. He most recently served as Ambev’s Chief Financial and Investor Relations Officer. He is a dual citizen of Brazil and Germany and holds a degree in industrial engineering from Escola Politécnica da Universidade de São Paulo.
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| Fabio Colletti Barbosa |
Member of the Board of Directors |
2029 |
Mr. Barbosa is a member of the Board of Directors and the Governance Committee of Ambev. Mr. Barbosa is currently Chairman of Natura Cosmeticos, and a member of the board of directors of Votorantim S.A., Cia Brasileira de Metalurgia e Mineração (CBMM), the United Nations Foundation, and the Public Leadership Center in Brazil (CLP). Mr. Barbosa was the former CEO of Banco ABN Amro Real, Banco Santander (Brasil) S.A., Abril Media and Febraban. Mr. Barbosa holds a degree in business administration from Fundação Getulio Vargas and an MBA from the Institute for Management Development (Switzerland).
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| Milton Seligman |
Member of the Board of Directors |
2029 |
Mr. Seligman is a member of the Board of Directors of Ambev. He previously served as Ambev’s Corporate Affairs Officer from 2001 to 2013. He also served as a member of the board of directors of Tenedora CND S.A. from 2013 to 2016 and BRMalls Participações S.A. from 2022 to 2023 before the company’s merger. Mr. Seligman has held several senior positions in the public sector in Brazil, including during the administrations of José Sarney and Fernando Henrique Cardoso, where he served, among other roles, as Executive Secretary and Minister of Justice, and Executive Secretary of the Ministry of Development, Industry, and International Trade. Currently, he is the managing partner of Milton Seligman e Associados Consultoria e Participações Ltda. He also serves as a consultant member of Fundação Lemann – a philanthropic organization, member of the board of directors of FAHZ, fellow of the INSPER Management and Public Policy Center. He previously served as President of the Board of Directors of Instituto Sonho Grande, a Brazilian non-profit organization, until December 2025, and as a Global Fellow of the Brazil Institute at the Woodrow Wilson International Center for Scholars in Washington D.C. He holds a degree in electrical engineering from Universidade Federal de Santa Maria..
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| Ricardo Manuel Frangatos Pires Moreira |
Member of the Board of Directors |
2029 |
Mr. Moreira is a member of the Board of Directors and People Commitee of Ambev and currently serves as the Chief Supply Chain Officer at ABI. Mr. Moreira joined the company in 1995 and held various positions in the Sales and Finance organizations prior to becoming Regional Sales Director in 2001. He subsequently held positions as Vice President Logistics & Procurement for Latin America North, Business Unit President for Hispanic Latin America (HILA) and Vice President Soft Drinks Latin America North. In 2013, Mr. Moreira moved to Mexico to head AB InBev’s Sales, Marketing and Distribution organizations and lead the commercial integration of Grupo Modelo. Most recently, Mr. Moreira held the role of CEO Africa Zone until 2023 and, prior to that, of Zone President Latin America COPEC until 2018. Mr. Moreira is a Portuguese citizen and received a Degree in Mechanical Engineering from Rio de Janeiro Federal University in Brazil and an Executive Master of Business Administration from Ambev. He also completed an Advanced Marketing Program at The Kellogg School of Management and a Global Senior Management Program at The University of Chicago Booth School of Business.
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| Luciana Pires Dias |
Member of the Board of Directors (Independent) |
2029 |
Ms. Dias is an independent member of the Board of Directors and also serves as a member of the Company’s People Committee and Governance Committee. Ms. Dias is professor at Getulio Vargas Foundation Law School and a partner at L|Dias Advogados. She is also member of the audit committee of Itaú Unibanco Holding S.A. She was a commissioner of the market development department at the CVM. She was the CVM representative at the Corporate Governance Committee of the OECD and at the Latin American Corporate Governance Roundtable organized by OECD. Ms. Luciana Pires Dias holds a PhD and master’s degree in commercial law from Faculdade de Direito da Universidade de São Paulo (USP). She also holds a master’s degree of the science of law degree (J.S.M) from Stanford University and has a bachelor’s in law from USP.
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| Fernanda Gemael Hoefel |
Member of the Board of Directors (Independent) |
2029 |
Ms. Hoefel is an independent member of the Board of Directors of Ambev. She has held a number of senior positions in recent years, including: Partner at McKinsey & Company Brazil, where she led the Growth Marketing & Sales practices in Latin America and the Consumer Insights practice in Brazil; Associate Partner and Engagement Manager at McKinsey, focusing on growth and commercial performance in the consumergoods and retail sectors; Marketing Planning Manager at Natura, responsible for innovation strategies and productportfolio management; and Consultant at McKinsey at the beginning of her career, working with multisector clients. Ms. Hoefel holds a degree in Oceanology from Fundação Universidade do Rio Grande, a master’s degree in Ocean Engineering from COPPE/UFRJ and a Ph.D. in Oceanography from the Massachusetts Institute of Technology and the Woods Hole Oceanographic Institution.
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| David Henrique Galatro de Almeida |
Member of the Board of Directors (Alternate) |
2029 |
Mr. Cabral de Soares holds the position of Chief Growth Officer at ABI, since April 2022. In the past five years, he served as (i) Chief B2B Officer assisting in the dissemination of BEES for the period from 2020 to 2022, (ii) Chief Sales Officer from 2019 to 2020, and (iii) was the President of the Africa Zone for the period from 2016 to 2018. Prior to that, he served as President of Mexico Zone, from 2013 to 2018, and President of BU Brazil, from 2008 to 2012
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| Ricardo Tadeu Almeida Cabral de Soares |
Member of the Board of Directors (Alternate) |
2029 |
Mr. Galatro de Almeida is alternate member of the Board of Directors of the Company and holds the position of Chief Strategy and Technology Officer at ABI, since April 2022. In the past five years, he served as (i) Chief Strategy and Transformation Officer, (ii) Chief Integration Officer and Chief Sales Officer ad interim, and (iii) Vice President of Sales and Vice President of Finance for the North America Zone.
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(1) Annual General Meeting to be held in 2029.
Fiscal Council
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 |
Office |
End of Term(¹) |
| José Ronaldo Vilela Rezende |
Effective Member |
2027 |
Mr. Rezende holds the position of effective member of the Company’s Fiscal Council and is the current President of the body. Over the past five years, he held the following positions during the indicated periods at the following companies/institutions: (i) member of the audit committee of Cerradinho Bioenergia S.A.; and (ii) member of the audit committee of Diagnósticos da America S.A. – DASA. In addition, he acted as risk management partner of the consulting practice at PricewaterhouseCoopers Brazil from 2005 to 2011, which main activities are auditing services; leader of the Agribusiness Industry at PricewaterhouseCoopers in Brazil (2006 to 2014) and in the Americas (2009 to 2014); and was the partner responsible at PricewaterhouseCoopers Brazil for delivering Risk Assurance Services (RAS) (relating to auditing processes and systems). Mr. Rezende is a certified fiscal council member by the Brazilian Institute of Governance (IBGC).
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| Elidie Palma Bifano |
Effective Member |
2027 |
Mrs. Bifano holds the position of effective member of the Company’s Fiscal Council. Over the past five years, she held the following positions with the following companies: (i) partner at Mariz de Oliveira and Siqueira Campos Law Firm; (ii) Professor of the Professional Master’s Course at the São Paulo Law School of Fundação Getúlio Vargas – FGV, in the course Business Structuring; and (iii) Professor of the strictu sensu post-graduation courses of IBDT, IBET, CEU, COGEAE/ PUC. In addition, she was a member of Banco Santander (Brasil) S.A.’s Audit Committee from 2012 to 2018 and audit partner of the tax consultancy area at PricewaterhouseCoopers from 1974 to 2012.
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| Fabio de Oliveira Moser |
Effective Member |
2027 |
Mr. Moser holds the position of effective member of the Company’s Fiscal Council. In the past five years, he has been a partner at Moser Consultoria. Over the years, he has also held positions as (i) director and senior adviser at RK Partners (2015 and 2018); (ii) CEO of Fator Administração de Recurso (FAR) from 2013 to 2015; (iii) head of investment banking at Banco Fator from 2011 to 2013; (iv) member of the Board of Directors of Oi S.A., Telemar Participações, Centrais Elétricas de Santa Catarina (CELESC), iG – Internet Group and Brasil Telecom Participações; (v) coordinator of (a) the Institutional Investors Commission (IBGC) from 2010 to 2012, and (b) the Technical Commission of Investments of ABRAPP from 2008 to 2010; and (vi) Chief Investment Officer of Banco do Brasil’s Employees’ Pension Fund – Previ between 2008 and 2010.
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| Luiz Alfredo Vieira Sales |
Alternate Member |
2027 |
Mr. Sales holds the position of alternate member of the Company’s Fiscal Council. He is a businessman with over 35 years of experience in Technology. For the past eight years, he has served as a Partner at Ernst & Young (EY), focusing on technology strategy and governance, cyber risks, ERP environments, information integrity, and the technological impact on business controls and processes. Previously, he has served for 21 years as an Executive Director and Technology Consulting Specialist at PricewaterhouseCoopers (PwC), having started his career in IT in the financial sector. He holds an MBA in Information Technology from the University of São Paulo (USP) and a bachelor’s degree in Mathematics from the Federal University of Rondônia (UNIR). He completed executive training in Fiscal Councils at IBGC and in Boards of Directors at Fundação Dom Cabral (FDC). He complemented his training with majoring in Agribusiness from Insper and Project Management Professional (PMP) certification from the Project Management Institute (PMI). He is a member of the IBGC Dialoga discussion group on Information Technology.
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| Eduardo Rogatto Luque |
Alternate Member |
2027 |
Mr. Luque holds the position of alternate member of the Company’s Fiscal Council. Over the past five years, he has held the following positions in the following companies/institutions: (i) managing partner and member of the Executive Committee of the Irko Group since 2017; (ii) member of the Audit Committee of Focus Energia S.A.; (iii) president of the Fiscal Council of Qualicorp S.A., Natura&Co and Fundação Antonio e Helena Zerrenner (FAHZ); (iv) member of the Fiscal Council of Itaúsa S.A.; (v) member of the Board of Directors and president of the Audit Committee of Cantu Store S.A.; (vi) member of the Audit Committee of Porto Seguro S.A.; (vii) Vice-President of ABRAPSA – Brazilian Association of Administrative Service Providers; (viii) member of the Institute of Independent Auditors of Brazil (IBRACON), American Institute of Certified Public Accountants (AICPA), Brazilian Institute of Governance (IBGC) and the Brazilian Accounting Institutes (CRC and CFC); (ix) partner at PricewaterhouseCoopers from 2004 to 2016, a company he worked for 27 years, with a 3 year exchange program in the US), with major experience serving important companies including in processes of Initial Public Offerings (IPO) at CVM and SEC
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| Nilson Martiniano Moreira |
Alternate Member |
2027 |
Mr. Moreira holds the position of alternate member of the Company’s Fiscal Council. In the past 5 years, he has held the following positions in the following companies/institutions: (i) risks, compliance and legal director at Caetano Gestão de Contas e Pagamentos in 2021; (ii) many different officers at Banco do Brasil from 2006 and 2018, the last one being supply, infrastructure and assets director; (iii) member of the Audit Committee of Banco Votorantim from 2020 to 2021; (iv) member of the Audit Committee of BrasilSeg from 2019 and 2020; (v) member of the Audit Committee of BrsilCap from 2018 and 2020; and (vi) member of the Fiscal Council of Elopar from 2018 and 2019.
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(1) Annual General Meeting to be held in 2027.
Operations and Finance Committee
The Operations and Finance Committee is one of the main links between the policies and decisions made by the Board of Directors and Ambev’s management team. The Operations and Finance Committee’s responsibilities are:
– Monitoring the Company´s long-term plan;
– 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;
– 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;
– Verifying compliance with the Company´s financial Policy on Risk Management; and
– Other matters the Board of Directors may consider relevant and in the interest of the Company.
Current members of the Committee are:
– Victório Carlos De Marchi (Chairman)
– Fernando Mommensohn Tennenbaum
– Leticia Rudge Barbosa Kina
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.
Governance Committee
The responsibilities of the Governance 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 and antitrust matters;
– Following the initiatives of the Company, as well as evaluate and issue opinions on matters related to cyber security and data privacy;
– Issuing its opinion on strategies of the Company related to environmental, climate, social and governance matters (ESG); and
– Other matters the Board of Directors may consider relevant and in the interest of the Company.
Current members of the Governance Committee are:
– Victório Carlos De Marchi (Chairman)
– Fabio Colletti Barbosa
– Luciana Pires Dias (independent member)
– Carlos Emmanuel Joppert Ragazzo (external and independent member)
– Everardo de Almeida Maciel (external member)
Throughout the year, the Governance Committee holds at least four meetings. The members of the Committee are elected by the Board of Directors.
People Committee
The People Committee is responsible for assisting the Board of Directors with the following matters:
– 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;
– Defining the targets and compensation of managers of the Company, within the limit approved by the annual shareholders’ meeting;
– Monitoring the evaluation of board members, key executives and talents;
– Assisting the Board of Directors with the succession planning of the managers of the Company;
– Approving policies and/or minimal rules to be observed in the nomination process of managers of the Company;
– Selecting and proposing for Board of Directors’ approval candidates to the positions of: (i) members of Executive Board of Officers; and (ii) members of the Board of Directors of the Company, taking into consideration the requirements for independent members election as set forth in applicable law and regulations;
– Assisting the Board of Directors with the monitoring and discussions related to diversity, inclusion and human capital management;
– Approving the transfer of employees of the high-leadership;
– Coordinate the management of incentive plans and compensation of the Company and approving their relevant programs, grants, exceptions and other obligations involving employees in general of the Company, as permitted by applicable rules; and
– Other matters the Board of Directors may consider relevant and in the interest of the Company.
Current members of the People Committee are:
– Victório Carlos De Marchi (Chairman)
– Ricardo Manuel Frangatos Pires Moreira
– Luciana Pires Dias (independent member)
Throughout the year, the People Committee holds at least four meetings. The members of the Committee are elected by the Board of Directors.
