Board of Directors

Members of the Board Title Election Date Office Term Ends
Christopher Riley Gordon President 2019 2021
Born on January 4, 1973, he graduated in Economics from Harvard College, and has an MBA in Business Administration from the Harvard Business School. He has experience in the US healthcare sector and has held a position on the Board at GNDI since May 2014, serving as a Director of Bain Capital since 1997, having previously served as a consultant to Bain & Company.
Irlau Machado Filho Board Member 2019 2021
Born on November 18, 1966, he graduated in Business Administration from Augustana College. Mr. Irlau has been the Chief Executive Officer of GNDI since August 2014. Between 2006 and 2014, he held the position of CEO at A.C. Camargo Câncer Center, and previously in management positions at Medial Saúde, Banco Santander and Citibank.
Michel David Freund Board Member 2019 2021
Born on June 18, 1969, he graduated in Business Engineering from Solvay Business School in Brussels, Belgium and holds an MBA in Business Administration from the Harvard Business School. Mr. Michel has been a board member of GNDI since February 2018, acting as a partner of Bain Capital since 2015. Between 2009 and 2014,
he served as a senior member of the CVC Capital Partners operations team, and between 2002 and 2008 served as an associate of McKinsey & Company.
T. Devin O’Reillyr Board Member 2019 2021
Born May 5, 1974, he holds a Bachelor's Degree in Economics from Princeton University, and an MBA in business administration from the University of Pennsylvania. He has experience in finance and business, as well as in the US health sector. He has been a GNDI board member since May 2014, serving as director at Bain Capital since 2005. Previously, he was a consultant to Bain & Company and served as an officer in software and technology companies.
Wayne Scott De Veydt Board Member 2019 2021
Born on January 17, 1970, he graduated in Accounting from the University of Missouri. He has been a GNDI board member since December 2016. Between 2005 and 2016, he served as Vice President and Chief Financial Officer at Anthem, Inc. and previously, he was a partner at PricewaterCoopers LLP. He is a member of the Board of Directors of the Boys & Girls Clubs of America, of the U.S. Chamber of Commerce and of the Cancer Support Community.
José Luiz Teixeira Rossi Independent Board Member 2019 2021
Born on June 18, 1958, he graduated in Mechanical Engineering from the Federal University of Rio de Janeiro (UFRJ). Mr. José has been an independent board member of GNDI since June 2017, and since 2014 has served as CEO of Serasa Experian in Brazil and as Director of Experian in Latin America. He was also a partner at PricewaterhouseCoopers between 1989 and 2001, and between 2002 and 2008 he was responsible for IBM's global business services in Latin America and Europe.
Mr. José served as CEO of Capgemini Brasil between January 2009 and April 2014.
Plínio Villares Musetti Independent Board Member 2019 2021
Mr. Plínio holds a bachelor's degree in civil engineering and business administration from Mackenzie University, and has participated in a management development program at the Harvard Business School. Mr. Plínio is a partner of Janos Holding, which is responsible for equity investments. Prior to joining Janos Holding (formerly Pragma Patrimônio), he had a solid career in national and multinational companies, having been project manager and financial director of Grupo Villares between 1976 and 1992, managing director of Atlas Schindler Lifts between 1992 and 2002, partner of JP Morgan Partners between 2002 and 2007 and CEO of Satipel Industrial between 2007 and 2009. As CEO of Atlas Schindler Lifts, he led the process of operational restructuring with the entry of a private equity investor and the sale of this company , as well as participated in the integration process after the acquisition of the Atlas Elevators. As a partner at JP Morgan Partners, he was responsible for private equity investments in Latin America and active portfolio management in various industries. In recent years, he has participated in Satipel's IPO and, as CEO of this company, has coordinated the merger with Duratex SA. Mr. Plínio is currently a member of Raia Drogasil's Board of Directors and has served on several Board of Directors of companies such as Bresco, Adecoagro, Cacau Show, Natura, Estado de S. Paulo, Portobello, Leo Madeiras, Diagnósticos da América, Latasa, Americanas.Com, Brasil Ferrovias, Vitopel, Signatura Lazard, Eurofarma, Instituto Brazilian Corporate Governance, Sika do Brasil and the National Quality Award Foundation.

In accordance with the Company's by-laws, the Board of Directors shall be composed of at least five (05) members and at most seven (07) members, all elected and removed at a General Meeting, for a single mandate of two (02) years, with re-election allowed. Under Novo Mercado Regulations, at least two (2) members or 20% (twenty percent) of the members of the Board of Directors must be independent members.

In addition to other matters provided for by Law and the Company's bylaws, the Board of Directors is responsible for:

  • electing and removing members of the Board of Directors and assigning their duties;
  • overseeing, supervising, advising and supporting the Board of Directors in fulfilling the Company's corporate purpose;
  • convening a General Meeting when deemed appropriate, or as provided for in the Company's Bylaws and in the Law of Corporations;
  • expressing an opinion prior to voting with respect to parent companies and affiliates regarding (a) mergers, spin-offs, consolidations and conversion; (b) acquisition, disposal and sale of real estate; and (c) the amendment of its Articles of Organizations and internal regulations;
  • appoint the officers of the Company’s subsidiaries;
  • establish the general guidelines and strategic direction of the Company's business and of its subsidiaries, approving guidelines, business policies and basic objectives;
  • appoint and remove the independent auditor of the Company and/or its subsidiaries;
  • express an opinion on the management report and the accounts of the Board of Directors;
  • authorize measures to be carried out by its subsidiaries that require approval by the Company, unless otherwise provided for in the respective Articles of Organization and Bylaws.
  • grant any guarantees, including security interests and personal guarantees, to third parties;
  • issue Company shares within the limits authorized in its Bylaws, setting the conditions of issue, including the price and payment terms, and may also exclude (or reduce the term) the right of first refusal in the issue of shares, subscription bonus and convertible debentures, where they are placed through a sale on the stock exchange or by public subscription or in a tender offer to acquire control under the terms of legislation in force;
  • a public or private issue of non-convertible debentures, promissory notes and other securities that cannot be converted into shares;
  • grant stock options to its management, employees and service providers, as well as the management, employees, service providers of its subsidiaries and affiliates, without the right of first refusal for current shareholders, under the terms of the plans approved at the General Meeting;
  • express an opinion, either for or against, regarding any tender offer for shares issued by the Company, through a legal opinion disclosed within fifteen (15) days before the tender offer notice, and which shall address at least (i) the convenience and timing of the tender offer as to the interest of all shareholders and the price and potential liquidity of the securities held by them; (ii) the repercussions of the tender offer on the Company's interests; (ii) the strategic plans disclosed by the offeror in relation to the Company; and (iii) the alternatives to accepting the tender offer available in the market; and
  • authorize the acquisition of shares issued by the Company to be held by treasury or canceled, or for subsequent sale, except in cases expressly provided for in the current regulations.

They will also be subject to the approval of the Board of Directors: (i) any substantial change in the Company's strategy; (ii) the Company's participation in any joint venture, consortium, partnership or similar enterprise; (iii) approval of the annual budget and major changes thereto; (iv) any agreement in legal proceedings or arbitration proceedings involving an amount equal to or greater than the amount defined by the Board of Directors at its first Annual General Meeting; (v) once the total annual budgetary ceiling, debts assumed and/or financial contracts entered into for an amount equal to or greater than the amount set by the Board of Directors at its first Annual General Meeting, has been exceeded, whether in a single transaction or in a series of related transactions; (vi) individual capital investments not budgeted for in the annual budget where the value is equal to or higher than the amount set by the Board of Directors at its first Annual General Meeting; (vii) the entering into of any contract, agreement or commitment (except to assume debts and financial contracts, which are governed by the provisions of item (v) above) not provided for in the annual budget and not related to maintaining the Company's normal business activities that represents an obligation equal to or greater than the amount set by the Board of Directors at its first Annual General Meeting, in a single transaction or in a series of related transactions; (viii) the acquisition, sale or disposal of the Company's fixed assets, not provided for in the annual budget and involving an amount equal to or greater than the amount set by the Board of Directors at its first Annual General Meeting, whether in a single transaction or in a series of related transactions; (ix) the Company waiving any right (including agreements with customers) equal to or greater than the amount set by the Board of Directors at its first Annual General Meeting, in a single transaction or in a series of related transactions; and (x) the Company's subsidiaries carrying out any of the acts mentioned above.

Charter of the Board of Directors

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