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| Executive Officers |
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Our executive board is composed of two to four members, who must be residents of Brazil and are elected by our board of directors for a three-year term of office. The offices of chairman of the board of directors and chief executive officer cannot be held simultaneously by the same person, albeit temporarily.
Our executive board is responsible for representing the Company, managing our business, complying with the bylaws and the resolutions of the shareholders' meetings and the board of directors, and performing all acts that may be necessary for or further such purpose, except for those matters that, pursuant to the law or our bylaws, are the exclusive responsibility of the annual shareholders' meeting or our board of directors. Such duties shall always be carried out in compliance with good corporate governance practices. In addition to individual responsibilities, our executive board also has the following collective responsibilities: (i) submitting proposals to the board of directors; (ii) supervising compliance with the policies, corporate strategies, investment plan, business plan and the Company's overall budget; (iii) approving and allocating investment funds; (iv) resolving on the destination and allocation of profits generated, in accordance with what has been established by the shareholders' meeting or the board of directors; (v) determining the individual attributions of the Company's executive officers and other bodies of its internal structure; (vi) authorizing the funding of loans and financing of a total value not in excess of 5% of the Company's shareholders' equity; (vii) authorizing the disposal or encumbrance of the Company's permanent assets, of a total value not in excess of 1% of the Company's shareholders' equity; (viii) authorizing the granting of tangible or personal guarantees of any kind by the Company, of a total value not in excess of 1% of the Company's shareholders' equity; (ix) authorizing the adoption of actions implying the waiver of rights by the Company of a total value not in excess of 0.1% of the Company's shareholders' equity; (x) specifying general conditions and approval for the entering into agreements of any kind between the Company and any subsidiaries and Associated entities, its managers, controlling shareholders, and further, between the Company and the managers' and controlling shareholders' controlled and associated companies, in addition to any other companies that form in fact or legally with these persons one sole group, which singly or jointly over a three-month period may achieve a sum not in excess of 5% of the Company's shareholders' equity; and (xi) resolving situations not covered in the duties of other management bodies and on non-routine cases.
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