BM&FBOVESPA announced yesterday the new composition of its Board of Directors, according to the timetable of its integration process.
This composition results from a consensus among the members of the Board of Directors elected at the Shareholders' General Meeting held on May 8, 2008, which included the members of the Boards of Directors of the former BM&F and BOVESPA. In fact, when BM&FBOVESPA was created, its bylaws stipulated a transitional provision whereby the Board of Directors would consist of 11 members until the Shareholders' Annual General Meeting to be held in 2009.
As a consequence of the two Exchanges' integration process, their respective Boards of Directors were joined, totaling 18 members, who then decided to reduce the number of directors within a 60-day period. The new Board, now with 11 members as stipulated, includes 6 independent members, pursuant to CVM Instruction 461 and the Novo Mercado listing rules.
Therefore, the BM&FBOVESPA Board of Directors consists of Messrs. Gilberto Mifano (chairman), Ary Oswaldo Mattos Filho (vice-chairman), Craig Donahue, Gustavo Henrique de Barroso Franco, José Roberto Mendonça de Barros, Julio de Siqueira Carvalho de Araujo, Luiz Gonzaga de Mello Belluzzo, Manoel Felix Cintra Neto, Marcelo Trindade, Rene Marc Kern, and Roberto Rodrigues.
A profile of the new directors is published below.
Gilberto Mifano. Chairman of the BM&FBOVESPA Board, Mr. Mifano held the position of Chief Executive Officer at BOVESPA from 1994 to 2007. In 2007, he cumulatively held the position of CEO and Investor Relations Officer at BOVESPA Holding S.A. In May 2008 he was elected co-CEO of BM&F BOVESPA S.A. He graduated with a degree in Business Administration from the Getulio Vargas Foundation (FGV). Mr. Mifano is also Vice-Chairman of the Board of the Brazilian Institute for Corporate Governance (IBGC), a Board member of the World Federation of Exchanges (WFE), and an Executive Committee member of the Iberian American Exchange Federation (FIAB).
Ary Oswaldo Mattos Filho. Mr. Mattos Filho, 68 years old, is an independent member of the BM&FBOVESPA, where he also holds the position of Vice-Chairman. Mr. Mattos Filho is a lawyer and holds a Bachelor's and a Master's degree in business law, as well as a PhD degree in tax law from USP, in addition to a master's degree in law from Harvard University. Mr. Mattos Filho is a founding partner of the law firm Mattos Filho, Veiga Filho, Marrey Jr. e Quiroga; an executive officer and a professor at the FGV Law School; an arbitrator at the Brazilian Center for Mediation and Arbitration (CBMA) and at the Market Arbitration Chamber (CMA); a member of the Institute of Finance Law of the Law School of the University of São Paulo (USP); and member of the permanent arbitration panel of the FGV Conciliation and Arbitration Chamber. Mr. Mattos Filho is also a former Chairman of the Brazilian Securities and Exchange Commission (CVM), and Chairman of the Board of Directors of the FGV Business School, and a member of the Brazilian National Monetary Council (CMN) and of the Steering Committee of the Brazilian Government Privatization Program.
Craig Donohue. Mr. Donohue, 46 years old, is a member of the BM&FBOVESPA Board of Directors, a position to which he was elected on February 26, 2008, for a term of office ending at the Shareholders' General Meeting to be held 2010. Mr. Donohue holds an MBA degree from Northwestern University's Kellogg Graduate School of Management. CEO and member of the Board of Directors of CME Group since 2007, he previously served as Chief Executive Officer of CME Holdings Inc. and of Chicago Mercantile Exchange (CME). Mr. Donohue is also Chairman of the Board of Directors of the National Council on Economic Education (NCEE), and Board member of the Executives' Club of Chicago and the Chicagoland Chamber of Commerce. He also serves on the Commodity Futures Trading Commission (CFTC)'s Global Markets Advisory Committee.
Gustavo Henrique de Barroso Franco. Mr. Franco, 51 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on September 20, 2007, for a term of office ending at the Shareholders' General Meeting to be held 2010. He holds a Bachelor's (1979) and a Master's (1982) degree in Economics from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio), and has an MA (1985) and a PhD degree (1986) from Harvard University. He was a professor, researcher and consultant for economic matters between 1986 and 1993, specializing in inflation, stabilization and international economy. Subsequently, from 1993 though 1999, he was Deputy Secretary of Economic Policy of the Ministry of Finance, Director for International Matters and Governor of the Central Bank of Brazil. Mr. Franco had an active role in formulating, implementing and managing the Real Plan, among other activities. In 1999, he dedicated his time to academic activities, and in 2000 he founded Rio Bravo Investments, a company engaged in financial services, mergers and acquisitions, investments and securitizations, which is currently his primary occupation. He has held and still holds a seat on various boards of directors and advisory boards and participates in corporate events as a lecturer. Simultaneously, he is devoted to academic activities (classes and research studies) and writes articles for newspapers and magazines.
José Roberto Mendonça de Barros. Mr. Barros, 64 years old, is an independent member of the BM&FBOVESPA Board of Directors for a term of office ending at the Shareholders' General Meeting to be held 2010. Mr. Barros holds a degree in Economics, a PhD degree from USP, and a post-doctorate degree from the Economic Growth Center at Yale University. Mr. Barros is a consultant and a member of the Boards of Directors of BUNGE Foundation, of GP Investments, of Tecnisa S.A., and of Frigorífico Minerva; he is also a member of the Advisory Committee of Companhia Brasileira de Distribuição ("Pão de Açúcar"). In the past, he was a member of the strategic committee of Vale do Rio Doce, a managing partner of Mendonça de Barros Associados S.C. Ltda., a Secretary of Economic Policy of the Brazilian Ministry of Finance, and Executive Secretary of the Foreign Trade Chamber attached to the Office of the President of Brazil. In the academic field, he was a Visiting Professor at the Department of Rural Sociology and Farm Economics at Ohio State University, and an Assistant Professor at the USP School of Economics. He is also a former Director of Companhia Energética de São Paulo (CESP), ELETROPAULO, CPFL and COMGAS.
Julio de Siqueira Carvalho de Araújo. Mr. Araujo, 53 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on September 20, 2007, for a term of office ending at the Shareholders' General Meeting to be held 2010. He began his career in March 1978 at BCN Bank S.A., an institution acquired by Bradesco Bank S.A. in 1997, and has held several positions in the banking industry since. In October 1989, he was elected executive officer of BCN Bank. In August 2000, he was elected Executive Vice-President of Bradesco Bank, a position he currently holds, and also participates in the Board of Directors of various companies belonging to Bradesco. He is a member of the Board of Trustees and Director of the Bradesco Foundation, an alternate member of the Board of Directors of the Interbank Chamber of Payments (CIP), and an active member of the Consulting Board of the Brazilian Association of Real State Credit and Savings Entities (ABECIP). Mr. Araujo was formerly an active member of the Board of Directors of the Brazilian Clearing and Depository Corporation (CBLC).
Luiz Gonzaga de Mello Belluzzo. Mr. Belluzzo, 65 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on September 20, 2007, for a term of office ending at the Shareholders' General Meeting to be held 2010. He graduated with a Law degree from USP in 1965, and studied social science at Arts and Humanities School of the same university from 1963 to 1966. He attended a program on economic development held by Latin American and Caribbean Economic Commission (CEPAL)/Latin American and Caribbean Institute of Economic and Social Planning (ILPES) and completed a graduate program in 1969, with specialization in industrial development and programming. He was hired as an Assistant Professor at the Department of Economics and Economic Planning (DEPE) of the Campinas State University (UNICAMP), where he completed his PhD in 1975. He became a professor at UNICAMP in 1986, and between 1985 and 1987 was Secretary of Economic Policy of the Ministry of Finance. Subsequently, between 1988 and 1990, he was Secretary of Science and Technology of the State of São Paulo. Currently, Mr. Belluzzo is a professor at UNICAMP and at the Campinas Schools (FACAMP), of which he was a founder. He is also responsible for the monetary and financial theory graduate programs at UNICAMP. In 2001 his name was include in the Biographical Dictionary of Dissenting Economists among the 100 more influential heterodox economists of the 20th century. In 2005 he received the Intellectual of the Year award-the Juca Pato Trophy-granted by the Union of Brazilian Writers (UBE) for his book "Ensaios Sobre o Capitalismo no Século XX."
Manoel Felix Cintra Neto. Mr. Cintra Neto, 59 years old, graduated with a degree in Economics and began his career in the financial markets in 1970, holding leading positions in the following financial institutions: Bozano, Simonsen Bank, Multiplic Bank, Multiplic Brokerage Firm, Multistock Bank, Multistock Brokerage Firm, Máxima Sales Promoter, and Máxima Financing. In April 2003, as a result of the merger with Indusval Bank, he became a shareholder and the Chief Executive Officer of Indusval Multistock Bank. He has participated in the board of directors or executive boards of various cultural and charitable institutions. Mr. Cintra Neto has already held management positions in entities representing the financial industry, including Brazilian Association of Investment Banks (ANBID), the Brazilian Federation of Banks (FEBRABAN), and the Board of Directors of the CBLC.
Marcelo Trindade. Mr. Trindade, 43 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on February 26, 2008, for a term of office ending at the Shareholders' General Meeting to be held 2010. Mr. Trindade holds a degree in Law from PUC-Rio. He has been practicing law since 1986, and is a partner at the law firm of Trindade Laywers. He has also been a professor of Corporate Law of the postgraduate program of the FGV Law School, in Rio de Janeiro. In the past, he was a partner at the law firm of Cardoso, Rocha, Trindade e Lara Resende (between 1994 and 1998) and at the law firm of Tozzini, Freire, Teixeira e Silva (between 1999 and 2000 and then again between 2002 and 2004). Between 2000 and 2002, he was a Director of the Brazilian CVM, and the Chairman of its Board between 2004 and 2007.
René Marc Kern. Mr. Kern, 44 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on September 20, 2007, for a term of office ending at the Shareholders' General Meeting to be held 2010. He has a BS from the University of California, Berkeley and both an MBA and MA from the University of Pennsylvania. He acted as a consultant for Bain & Co and initiated his career at General Atlantic in 1996, after working at Morgan Stanley. Currently, Mr. Kern is Managing Director of General Atlantic LLC, where he is responsible for global financial services. Mr. Kern is also a Director of RiskMetrics Group, Inc., GETCO Holding Company LLC, and INTEC Telecoms Systems PLC.
Roberto Rodrigues. Mr. Rodrigues, 65 years old, is an independent member of the BM&FBOVESPA Board of Directors, a position to which he was elected on September 20, 2007, for a term of office ending at the Shareholders' General Meeting to be held 2010. He is also the Coordinator of the FGV Agribusiness Center, a Professor at the Department of Rural Economy of the Paulista State University (UNESP), Jaboticabal unit, and Visiting Researcher at the USP Institute of Advanced Studies. He is the author of three books and co-author of several others. He holds a Honoris Causa degree from UNESP and is a former member of Luiz de Queiroz Agricultural Studies Foundation (FEALQ), of the Advisory Board of Brazilian Agricultural Breeding Research Corporation (EMBRAPA), of the State Science and Technology Board, of the Board of Directors of the FGV School of Business Administration, and of the Higher Agricultural Council of the State of São Paulo, among others. Mr. Rodrigues is the Chairman of the Higher Council for Agribusiness of the São Paulo State Industry Federation (FIESP), and co-Chairman of the Inter-American Ethanol Commission. He was Ministry of Agriculture, Livestock and Supply from January 2003 through June 2006, and Secretary of Agriculture and Supply of the State of São Paulo. As a representative of the agribusiness sector, Mr. Rodrigues was a member of various councils, such as the Brazilian National Monetary Council (CMN), Council for Rural and Agroindustrial Credit (CCRA), Brazilian Agribusiness Council (CONSAGRO), Brazilian Council for Agricultural Policy (CNPA), Brazilian Foreign Trade Council (CONCEX), and the World Wildlife Foundation (WWF). He was President of both the International Organization of Agricultural Cooperatives and the International Cooperative Alliance (ACI) from 1997 through 2001.