According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares, and will hold office till the first Annual General Meeting after its installation.
The main responsibilities of the fiscal council are to audit Heringer’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors. It also requires that the Fiscal Council be composed of at least three and at most five members and their respective alternate members.
The Fiscal Council of Heringer is composed by the following members:
|Name||Title||Date of Election||Term of Office|
|Pedro Gilberto de Souza Gomes||Sitting Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
|Alfredo Gonçalves Martins||Sitting Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
|Manuel Jeremias Leite Caldas||Sitting Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
|Carlos Francisco de Almeida Gastalho||Alternate Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
|Fabiano Werdan Fagundes||Alternate Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
|Eduardo Azevedo Valle||Alternate Fiscal Council Member||July, 31, 2020||up to 2021 GSM|
Pedro Gilberto de Souza Gomes. Holds a bachelor’s degree in Accounting from the Federal University of Espírito Santo (UFES) and a law degree from Vila Velha University Center. He is a founding partner of Esco Escritório Contábil Ltda., where since May 1990 he has been responsible for activities such as incorporation; amendment of the Bylaws; commercial, digital and tax bookkeeping; preparation of social, tax and other related obligations for all companies in Esco’s client portfolio. He took part in the Annual and Extraordinary Shareholders’ Meetings to approve the financial statements, amendment to the Bylaws and other corporate matters for various publicly held companies. He is currently a member of the Company’s Fiscal Council.
Alfredo Gonçalves Martins. Mr. Alfredo Gonçalves Martins is an accountant with more than 10 years of experience, having worked at large companies in a variety of areas (commercial, industrial, transport, health insurance carriers, etc.). He is currently a managing partner at Supremo Escritório de Contabilidade Ltda., where he manages the accounting, tax and personnel departments. Mr. Martins holds a degree in Accounting from Faculdade de Vitória de Ciências Contábeis and is currently a sitting member of the Company’s Fiscal Council.
Manuel Jeremias Leite Caldas. He holds degrees in Electrical Engineering from the Instituto Militar de Engenharia - IME (Military Institute of Engineering) and Business Administration from the Rio de Janeiro State University - UERJ, as well as a master’s degree and a PhD degree in Economics. He worked as a professor between 1989 and 2009 and currently provides consulting services and delivers training and lectures.
Carlos Francisco de Almeida Gastalho. Has worked as an accountant for more than 8 years. He has served at major companies in various sectors, including at retailers, manufacturers, transportation companies and healthcare plan operators. He earned a bachelor’s degree in Accounting from Centro Universitário de Vila Velha - UVV (1998/2001). Since 2003, he has been Administrative Partner at Perini & Gastalho Contabilidade Ltda., where his main responsibility is head of the accounting, tax and administrative personnel departments.
Fabiano Werdan Fagundes. Earned bachelor’s degrees in Economic Sciences and in Accounting from the Federal University of Espírito Santo (UFES). He worked at Companhia Vale do Rio Doce and Companhia Brasileira de Automóveis in the budget and accounting areas, respectively. Since 2001, he has been administrative partner at Esco Escritório Contábil Ltda, responsible for activities such as commercial, digital and fiscal bookkeeping and preparation of social, tax and related obligations. He is currently an alternate member of the Company’s Fiscal Council.
Eduardo Azevedo Valle. Post-graduated in Management in the Oil & Gas E&P Business - Brazilian Petroleum Institute; Graduation in Electrical Engineering - Military Institute of Engineering - IME - RJ; Graduation in Business Administration - State University of Rio de Janeiro - UERJ; Experienced executive with a solid international career in leadership positions at Fortune 500 companies, family businesses and start-ups; Solid strategic vision with full mastery of the best corporate governance practices; Proven track record of innovation and value generation in the exercise of Executive and Presidency (CEO) loads; Born leader with expressive results in the management of service companies in the oil and gas segment; Experience in operations, security, quality control, logistics, sales and marketing acquired in more than 20 years of services rendered to White Martins (Praxair, Inc.) in Brazil, United States and Canada.