The Board of Directors is responsible for establishing our general business policies, long-term strategy and monitoring our board of executive officers, among other responsibilities. According to our bylaws and Brazilian Corporate Law, our board of directors has strategic, monitoring and supervisory responsibilities and does not have executive activities.
The Board of Directors must be comprised of a minimum of four members and a maximum of nine members. The board of directors consists of eight members elected to two-year terms at our general shareholders’ meeting and re-election is permitted. The Novo Mercado regulation require that at least 20% of our directors be independent. In addition to the responsibilities provided under the applicable law, the Board of Directors follows the provisions of the bylaws and its internal regulation.
Mr. Sapir holds a bachelor’s degree in economics from Pontifícia Universidade Católica do Rio de Janeiro, or PUC/Rio, and a master’s degree in finance from PUC/Rio. He has broad professional experience in the retail business, serving or having served as member of the board of directors of Tecnisa, since 2020; Profarma Distribuidora de Medicamentos, since 2018; Saraiva Livreiros e Editoras, from 2012 to 2015; Grupo Dimed, from 2010 to 2016; Ponto Frio, from 2009 to 2010; and H.Stern Joalheiros, from 2005 to 2008. Marcel Sapir received a certification for the role of director from the Brazilian Corporate Governance Institute (Instituto Brasileiro de Governança Corporativa).
Graduated in business administration from the Pontifical Catholic University of São Paulo (PUC-SP), he has specializations in Marketing, Finance and Strategy. He has been working at Cia. Hering since 1984, having served as a trainee, Fashion Division Director, Operations Director, Vice President and Investor Relations Director. He has served as a member of the board of directors of several retail/consumer companies. He is currently a member of the board of directors of Grupo Tigre, board of ABVTEX and IEDI.
Mr. Gonçalves holds a bachelor’s degree in Economics from Cândido Mendes University (Universidade Cândido Mendes) in Rio de Janeiro, and co-founded Animale with Ms. Claudia Jatahy Gonçalves in 1991. In 2010, he directed the process of Animale’s acquisition of its equity stake in Farm, which led to the creation of Grupo Soma. He has been the Chief Executive Officer since then. Mr. Gonçalves is a member of the brand committees of each of our brands.
Mr. Bastos holds a degree in Business Administration from Santa Úrsula University (Universidade Santa Úrsula) and a post-graduate degree in Retail Management from Centro Universitário in Rio de Janeiro. He is the co-founder of Farm and Fábula, brands that have contributed significantly to our growth since 1997. He has been an executive of the company since 2010, also acting as Executive Officer of the Farm and Fábula brands.
Gisela Rodenburg has a degree in International Relations and Economics from Tufts University (MA, USA) and a degree in Fashion Marketing from the Parsons School of Design. Gisela was part of the Africa agency’s strategic planning team before working in the fashion and luxury industry outside Brazil at Chanel, at the multi-brand Netaporter, at the trends agency Trend Union, as an associate at the consulting firm Robert Burke Associates and as a co-worker. founder of the shoe brand Fabrizio Viti. Gisela works as a consultant in the real estate, fashion and beauty sectors.
Graduated in communication from the Federal University of Rio de Janeiro (UFRJ) (1992), with a postgraduate degree in Marketing Administration from FAAP (1995), participated in the management development program at FGV-SP (2002), in the Executive Program in Strategy and Organization from Stanford University (2005) and from executive programs at Wharton (2015 and 2019). She has extensive experience in the executive branch, accumulating more than 25 years of experience in consumer goods and retail. She worked at NIVEA Brasil for more than 10 years, having held the position of Director of Marketing and Director of Sales and in the last 8 years she served as General Director in Brazil of the American group Estée Lauder Companies. In addition to being an independent director of Grupo SOMA S.A., she is chairman of the Board of Grupo Ráscal and also an independent director of Softys America Latina.
Mr. Souza Filho holds a bachelor’s degree in business administration from FGV-SP (1996 -1999) and a Master’s degree in Finance and Economics from FGV-SP (2004-2006). He has extensive experience in the retail business, serving as CFO and IRO – Chief Financial and Investor Relations Officer – at Minerva SA (2009-2018). Appointed by Institutional Investor magazine among the 3 best CFOs in Latin America in the “Food and Beverages” segment – Buy side and Sell side – in the ranking for the years 2011, 2012, 2013, 2014, 2015, 2016 and 2019.
Mr. Kameyama hold a bachelor’s degree in Economics from IBMEC-RJ and a master’s degree from Harvard Business School. He has an extensive experience in the retail and real estate sector (shopping malls), M&A and in the management of publicly traded companies. Mr. Kameyama was the Chief Executive Officer of BRMalls from 2017 to 2023, having previously worked in BRMalls as Operations Director and M&A manager. He also worked in the new business department at Spoleto Franchising and at the Dresdner Kleinwort investment bank. Mr. Kameyama was also member of the Board of Directors of Abrasce (Brazilian Association of Shopping Centers).
The Company’s Risk, Audit and Finance Committee is an advisory body established by the Board of Directors, pursuant to our bylaws, comprised by a minimum of three members elected by the board of directors. At least one of these members must be an independent director and at least one member must have recognized experience in corporate accounting matters. The main purpose of our risk, audit and finance committee is to express an opinion on the engagement and removal of our independent auditors; evaluate our financial statements and interim financial information; and evaluate, monitor and recommend to our management any improvements to our internal policies. The internal regulation of this Committee was approved by the Board of Directors.
Mr. Edison Ticle has a degree in Business Administration from Fundação Getúlio Vargas (FGV) and studied Economics at the University of São Paulo (USP). He also holds a Masters in Economics from FGV, an MBA in Business Economics from USP and a postgraduate degree in Advanced Management from Harvard Business School (AMP 202). Mr. Edison began his career in 1999 at BTG Pactual. He also worked as a Senior Portfolio Manager at Constellation Asset Management and at Black River Gestão de Investimentos (owned by Cargill). In 2007, he joined Banco Safra, where he held the position of Chief Treasurer and Head of the Proprietary Trading area. In February 2009, Edison Ticle joined Minerva and, since April 2010, he has held the position of Chief Financial and Investor Relations Officer. Since 2020, he has been an independent member of the Board of Directors of Grupo de Moda Soma S.A., Aeris S.A., and TC Traders Club S.A., coordinating the Audit and Risk Committee in all of them.
Mr. Sapir holds a bachelor’s degree in economics from Pontifícia Universidade Católica do Rio de Janeiro, or PUC/Rio, and a master’s degree in finance from PUC/Rio. He has broad professional experience in the retail business, serving or having served as member of the board of directors of Tecnisa, since 2020; Profarma Distribuidora de Medicamentos, since 2018; Saraiva Livreiros e Editoras, from 2012 to 2015; Grupo Dimed, from 2010 to 2016; Ponto Frio, from 2009 to 2010; and H.Stern Joalheiros, from 2005 to 2008. Marcel Sapir received a certification for the role of director from the Brazilian Corporate Governance Institute (Instituto Brasileiro de Governança Corporativa).
Mr. Moreira was a partner at Ernst &Young from 2002 to 2020. Before that he worked at Arthur Andersen from 1980 to 2002, having been a partner there from 1996 to 2002. Mr. Moreira is a member of the board of directors of Wilson Sons since 2020.
The Board of Executive Officers may be comprised by a minimum of two members and a maximum of seven members elected by the board of directors, and may be dismissed by the board of directors at any time. The Board of Executive Officers is responsible for the administration of our general business and is allowed to perform all acts necessary or expedient for our business, except for those that by operation of law or the bylaws are exclusively given to the shareholders or board of directors. Executive officers may carry out all transactions and perform all acts required in the ordinary course of our business and, subject to our bylaws and to the internal regulation, they have the authority to perform certain acts and conduct general business.
Mr. Gonçalves holds a bachelor’s degree in Economics from Cândido Mendes University (Universidade Cândido Mendes) in Rio de Janeiro, and co-founded Animale with Ms. Claudia Jatahy Gonçalves in 1991. In 2010, he directed the process of Animale’s acquisition of its equity stake in Farm, which led to the creation of Grupo Soma. He has been the Chief Executive Officer since then. Mr. Gonçalves is a member of the brand committees of each of our brands.
Mr. Lobo has a degree in Production Engineer from Universidade Federal do Rio de Janeiro, Gabriel Lobo has solid experience in the financial segment and has already occupied the position of non-statutory executive Chief Financial Officer of Grupo SOMA in the last years, head of financial, M&A and Investors Relations. In 2021 he became Chief Financial and Investors Relations Officer.
Mr. Bastos holds a degree in Business Administration from Santa Úrsula University (Universidade Santa Úrsula) and a post-graduate degree in Retail Management from Centro Universitário in Rio de Janeiro. He is the co-founder of Farm and Fábula, brands that have contributed significantly to our growth since 1997. He has been an executive of the company since 2010, also acting as Executive Officer of the Farm and Fábula brands.
Mr. Fonseca has a degree in Production Engeener in UFRJ, started his career at TIM’s Strategic Planing in 2010. In 2011 started working in the Gradus Consultoria as an consultant, implementing projects in 6 different sectors of companies such as Andrade e Gutierrez, Raízen, CabCorp e Vonpar (Coca Cola). Mr. Fonseca started in Grupo SOMA in 2013 and implemented projects in many different areas of the Company from Planning and Style to the Distribution to the stores. In 2017 was promoted to Purchase Head, in 2019 assumes the Operations Office and in 2020 cumulate the Wholesale Sales Office. In 2021 he became Executive Director of the Company, also statutory, responsible for the Operations and Wholesales Sales sectors.
Mr. Martins has a degree in Accounting in Moraes Júnior University, MBA in accounting and audit in UFF; Leadership and Business Academy in Havard Bussiness School (in house). Mr. Martins has more than 20 years of experience in the accounting, tax and control sectors. Responsible for the Controllership of Grupo SOMA since 2017 and ellected as statutory director in May, 2021. During the 10 last years, Mr Martins worked in positions of coordenation, management and, later, Controller in Lojas Americanas S.A.
Mr. Calgaroto has a degree in control and automation engineer in Universidade Federal de Santa Catarina (UFSC). Mr. Calgaroto started his carrer in Schlumberger (2010-2013), an petroleum services multinational. Between 2013 and 2015, Mr. Calgaroto worked in Gradus Consultoria de Gestão, where he took part in projects for great Companies in different segments, such as food, energy, education, retail and others. Academically, Mr. Calgaroto, besides his engineer degree, concluded an MBI in 4.0 industry and specialized in digital transformation in Cambridge University. In 2015 started working in Grupo SOMA, with roles in Commercial Planning management, Product Development and Supply Chain. TOday (since 2019) Mr. Calgaroto is Executive Director of the Company, heading the Inovation and Tecnology sector, leading as well the Inovation Laboratory (Somalabs).
Academicamente, além de engenheiro, concluiu MBI em indústria 4.0 e especialização em transformação digital na Universidade de Cambridge. Em 2015 entrou no Grupo Soma, com funções de gestão no Planejamento Comercial, Desenvolvimento de Produto e Supply Chain. Atualmente (desde 2019) é diretor executivo da Companhia, a frente de tecnologia e inovação, liderando também o Laboratório de Inovação (Somalabs).
