Irani

Corporate Governance

The Celulose Irani SA commitment with the best practices in the relationships with its shareholders and other stakeholders makes the Company adopt corporate governance guided by social and environmental responsibility, ethics, courage, openness, warmth, innovation and a pioneering spirit.

These principles and values, that enable IRANI to maintain a relationship based on respect and the accurate disclosure of information.  

The administration of IRANI is exercised by the Board of Directors, which has deliberative functions, and by the Management, with executive and representative functions, the Chairman of the Board of Directors does not hold the position of Chief Executive Officer of the Company.

The Board of Directors shall meet monthly, providing attention to strategic issues of the Company such as: business risks, market relations, corporate policies, investments and monitoring the results reflected in the Financial Statements Report. All powers of the Board of Directors are in Article 12 of the Bylaws of the Company. Among them, the inspection of the management is highlighted, allowing the Board to examine, at any time, Company books and papers, requesting information on contracts and any other acts. The Board mandate is for two years and the Director may be reelected.

The Board shall meet, ordinarily in person every month, and by videoconference, whenever necessary, and their competence to practice all acts necessary for the regular operation of the Company, other than the competence of the General Assembly or Board of Directors, in accordance with the powers contained in Article 14 of the Bylaws of the Company. The term of for the directors is two years, reelection is permitted.

Last Update: July 21, 2017

President of the Board of Directors
Péricles Pereira Druck see curriculum
Board Members Term Office
Eurito de Freitas Druck April/2017 to April/2019 see curriculum
Patrícia Fossati Druck July/2017 to April/2019 see curriculum
Paulo Sérgio Viana Mallmann April/2017 to April/2019 see curriculum
Independent Board Member Term Office
Paulo Iserhard Abril/2017 to Abril/2019 see curriculum
Executive Board Term Office
President Director
Sérgio Luiz Cotrim Ribas
July/2017 to May/2019 see curriculum
Administrative, Financial and Investor Relations Director
Odivan Carlos Cargnin
May/2017 to May/2019 see curriculum
Paper & Forestry Business Director
Henrique Zugman
12/01/2017 to May/2019 see curriculum
Packaging Business Director
Lindomar Lima de Souza
12/01/2017 to May/2019 see curriculum
Management, Strategy & Personnel Director
Fabiano Alves de Oliveira
12/01/2017 to May/2019 see curriculum
Fechar Péricles Pereira Druck

Agricultural engineer who graduated from the Federal University of Rio Grande do Sul and is a graduate of the Owner/President Management Program at Harvard Business School. He began in the Grupo Habitasul (Habitasul Group) in 1995, representing the controlling shareholder on the board of Celulose Irani SA, and in 1998, joined the Company's management team, and he passed through various areas of responsibility. Over the last 12 years, has acted as Chief Executive Officer, Managing Director and member of the Board of Directors of Celulose Irani S.A., being reelected for such offices from 2005 to 2017, and as Director in the affiliated companies Iraflor Comércio de Madeiras Ltda and Irani Geração de Energia Sustentável Ltda. Assuming, as of July 2017, the position of Chairman of the Board of Directors of Celulose Irani S.A. and Companhia Habitasul de Participações, and the position of Chief Executive Officer of Companhia Habitasul de Participações, in addition to the positions of Chief Executive Officer of Companhia Habitasul de Participações. Member and Chairman of the Board of Directors of Irani Participações S.A, Koch Metalúrgica S.A., Habitasul Desenvolvimentos Imobiliários S.A., Habitasul Negócios Imobiliários e Administração de Bens S.A; HGE – Geração de Energia Sustentável S.A. and Habitasul Florestal S.A.

Fechar Eurito de Freitas Druck

Company director, Director of Companhia Comercial de Imóveis and Ciacoi – Administração de Imóveis Ltda., member and Vice-Chairman of the Board of Directors of Companhia Habitasul de Participações, Habitasul Desenvolvimentos Imobiliários S.A., Celulose Irani S.A., Hotel Laje de Pedra S.A., Koch Metalúrgica S.A., Habitasul Comércio e Representações S.A., Habitasul Florestal S.A., HGE – Geração de Energia Sustentável S.A., Irani Participações S.A., Habitasul Negócios Imobiliários e Administração de Bens S.A.

Fechar Patrícia Fossati Druck

Public Relations and Journalist, acting as President of PFD Group. President of  the 9th Mercosul Biennial Art Show – Porto Alegre from 2012 to 2014, and Member of the Board of Directors of the Mercosul Visual Arts Biennial Foundation from 2014 to the present date. Member of the Board of MASP - Museum of Modern Art of São Paulo Assis Chateaubriand from 2014 to 2017. Member of the Advisory Board of Art Acquisitions for the Pompidou Center in Paris, France, from 2012 to 2015, and of the Committee of Acquisitions for Latin America of the Tate Modern from London, England, from 2012 to 2015. MBA at Boston University in 2000; INSEAD International Executive Program in 2002; Harvard Business School OPM 34, 2005, Pacific Executive MBA at the National University of Singapore Asia in 2010.He is also a member of the Board of Companhia Habitasul de Participacoes (Habitasul Holdings) and Celulose Irani S.A.

Fechar Paulo Sérgio Viana Mallmann

A graduate lawyer from the Faculdade de Direito da Universidade Federal do Rio Grande do Sul, (Faculty of Law of the Federal University of Rio Grande do Sul), with an MBA in Economia and the Direito of the Company (Economic and Business Law) from Fundacao Getulio Vargas, (FGV). He also has the title of Board Member certified by the IBGC - Brazilian Institute of Corporate Governance. He is the Legal Director and Credit Administrator at the Habitasul Group. He is a Partner at Druck Mallmann Oliveira & Associates and LOF Consultoria Imobiliaria Ltda. (LOF Real Estate Consulting Ltda). He is also a Board member of Companhia Habitasul de Participacoes (Habitasul Holdings) and Celulose Irani S.A. He was also a Substitute Board Member of the Board of Directors of CIBRASEC – Companhia Brasileira de Securitizacao (Brazilian Securitization Company). Director of Habitasul Desenvolvimentos Imobiliários S.A. (Habitasul Real Estate Developments S.A.), Consulplanes – Consultoria e Planejamento LTDA. and Druck Mallmann Oliveira & Advogados Associados.

Fechar Sérgio Luiz Cotrim Ribas

Is a business administrator, and is a Postgraduate in Business Administration from the Getúlio Vargas Faculdade (FGV-SP), the University of São Paulo (USP) and Boston University (USA). Previously, he worked in the consultancy areas of strategic management and marketing at the Roland Berger Strategy Consultant and in marketing management of the Bank of Brazil. He has operated in the sector since 2004, when he joined Celulose Irani S.A. He has been in IRANI for 13 years. Served for 6 years as Marketing and Sales Director for IRANI, for 7 years as Paper and Packaging Business Director, being then reelected as Chief Operating Officer. In July 2017, has been appointed as Chief Executive Officer of Celulose Irani S.A.

Fechar Odivan Carlos Cargnin

Is a lawyer and accountant, graduated in Accounting and Law from UNOESC - University of the West of Santa Catarina. He is a Postgraduate in Management Accounting, Cost and Controlling. He is has operated in the sector since 1995, when he joined Celulose Irani S.A. He began working in the accounting department, were he was the controlling manager and served in expansion projects. For the past 13 years he has been Director of Administration, Finance and Investor Relations. Has been at IRANI for 22 years. Serves as Director for the affiliated companies Iraflor Comércio de Madeiras Ltda and Irani Geração de Energia Sustentável Ltda., as Member of the Board of Directors of HGE- Geração de Energia Sustentável S.A. As of July 2017, has acted as Administration, Finance and Investor Relations Officer for Companhia Habitasul de Participações and as Director of Habitasul Comércio e Representações S.A. and Habitasul Desenvolvimentos Imobiliários Ltda.

Fechar Henrique Zugman

Business Administrator, Bachelor in Business Administration with Specialization in Foreign Trade by Mackenzie Presbyterian University (SP), MBA in Sales Management by ESPM (SP). With previous experience in the Export Area of the Company Igaras Papéis e Embalagens and as Business Consultant of the Company Grade Assessorial Comercial Ltda., Mr. Zugman has joined Irani in 2003 as Export Chief Officer and, in 2004, assumed the position of Export Commercial Manager, later incorporating the sales of Paper in the Internal Market, in 2009. In Dec. 2016 he assumed the position of Paper & Forestry Executive Commercial Manager, being appointed, in Dec. 2017, Paper & Forestry Business Director of Celulose Irani S/A.

Fechar Lindomar Lima de Souza

Business Administrator, MBA in Trade Marketing with Specialization in Sales by Fundação Getúlio Vargas (FGV-SP). With previous experience as Packaging Technician by Orsa Fabrica de Papelão Ondulado S/A. Mr. Souza has joined Irani in 1998, as Packaging Technician, taking over the role of Commercial Manager from July 2006 to September 2013 and assuming the position of Commercial Superintendent in October 2013. In Dec. 2017 Mr. Souza has been appointed Packaging Business Director of Celulose Irani S/A.

Fechar Fabiano Alves de Oliveira

Accountant, Bachelor of Accounting Sciences by Universidade do Oeste de Santa Catarina (UNOESC), Post-Graduated in Finances (UNOESC) and Business Management by Fundação Getúlio Vargas (FGV) and Master by the Administration School of the Federal University of Rio Grande do Sul (UFRGS), in Porto Alegre. Mr. Oliveira has joined the company in 2002, in the Internal Control department, acting as area manager for over 10 years. In the last 3 years, has acted as Management & Strategy Superintendent, being appointed Management, Strategy & Personnel Director of Celulose Irani S/A in Dec. 2017.

Fechar Péricles Pereira Druck

Agricultural engineer who graduated from the Federal University of Rio Grande do Sul and is a graduate of the Owner/President Management Program at Harvard Business School. He began in the Grupo Habitasul (Habitasul Group) in 1995, representing the controlling shareholder on the board of Celulose Irani SA, and in 1998, joined the Company's management team, and he passed through various areas of responsibility. Over the last 12 years, has acted as Chief Executive Officer, Managing Director and member of the Board of Directors of Celulose Irani S.A., being reelected for such offices from 2005 to 2017, and as Director in the affiliated companies Iraflor Comércio de Madeiras Ltda and Irani Geração de Energia Sustentável Ltda. Assuming, as of July 2017, the position of Chairman of the Board of Directors of Celulose Irani S.A. and Companhia Habitasul de Participações, and the position of Chief Executive Officer of Companhia Habitasul de Participações, in addition to the positions of Chief Executive Officer of Companhia Habitasul de Participações. Member and Chairman of the Board of Directors of Irani Participações S.A, Koch Metalúrgica S.A., Habitasul Desenvolvimentos Imobiliários S.A., Habitasul Negócios Imobiliários e Administração de Bens S.A; HGE – Geração de Energia Sustentável S.A. and Habitasul Florestal S.A.

Fechar Paulo Iserhard

Mechanical Engineer, since March 2015 he acts as a guest professor at the Dom Cabral Foundation. From October 2005 to October 2014 he was Vice President responsible for the Cardboard Division Corrugated Company Rigesa Packaging Pulp and Paper Ltda., the company responsible for the production and marketing of corrugated packaging in Brazil. From November 2008 to October 2012 he was the company's Advisor MWV Wadco India Pvt. Ltda., company responsible for manufacturing and marketing of corrugated packaging in India. He served as Director, Vice President and President of the American School Board of Campinas, american model school from pre-school through high school, from November 2008 to October 2011. Since 1991 he is a member of the Industrial Marketing Institute. Member of the Young Presidents' Organization (YPO-WPO) since 1997 and has held positions of Chief Financial Officer of the Forum of chapter in Porto Alegre. He is also a member of the Board of Companhia Habitasul de Participacoes (Habitasul Holdings) and Celulose Irani S.A.

The society is represented as follows:

a) Extra-judicially, by two Directors jointly, by a Director jointly with an attorney, or by two attorneys together;

b) Judicially by a Director to whom this responsibility was assigned by the Board of Directors or by an attorney specially constituted for this purpose.

Note: Trade bills and invoices in any establishment of the society, may be signed by a Director together with an attorney or together by two attorneys, as well as an ordinary correspondent. Checks issued by any establishment of the society, whether the head office, or a manufacturing facility, branch or deposit, shall be signed by two Directors together, by a Director together with an attorney, or by two attorneys.

In line with best corporate governance practices, Celulose Irani provides a Calendar of Corporate Events which is a list of upcoming events during the year, such as the disclosure of the annual and quarterly results, holding of ordinary meetings and providing minutes to the Securities Commission (CVM).

Calendar of Corporate Events
Relatório do agente fiduciário ref. ao exercício de 2010 Calendar of Corporate Events 2018 233KB