TIM Participações is a publicly-held company, administered by a Board of Directors and a Board of Executive Officers and supervised by a Statutory Audit Committee. The Board of Executive Officers is the representative and executive body of the Company.
The Company conducts its business in good faith, loyalty and truthfulness, based on four basic principles:
(i) freedom to decide;
(ii) access to information;
(iii) equal treatment; and
(iv) transparency.
Company’s officers comply with the Policy for the Disclosure and Use of Information and Trading of Securities Handbook, by signing the Compliance Agreement. In 2003, TIM Participações adopted a policy for the disclosure of material facts, under the terms of the determinations by the Securities and Exchange Commission of Brazil (CVM). As part of this policy, a code of conduct was established to be observed by all employees having access to inside information, in addition to imposing restrictions on the trading of the Company’s shares during certain periods.
Board of Directors
The Board of Directors, a jointly deliberative body is responsible for the Company’s top management. It is composed of seven members, each with a term of office to until the Shareholders’ Meeting to be executed in 2009. The list below shows the current members of the Board of Directors and their respective positions:
| Name |
Title |
Election Date |
| Mario Cesar Pereira de Araujo |
Chairman |
April 02, 2009 |
| Carmelo Furci |
Effective Member |
April 02, 2009 |
| Maílson Ferreira da Nóbrega |
Effective Member |
April 02, 2009 |
| Gabriele Galateri di Genola |
Effective Member |
April 02, 2009 |
| Andrea Sandro Calabi |
Effective Member |
April 02, 2009 |
| Oscar Cicchetti |
Effective Member |
April 02, 2009 |
| Manoel Horácio Francisco da Silva |
Effective Member |
April 02, 2009 |
| Stefano de Angelis |
Effective Member |
April 02, 2009 |
| Luca Luciani |
Effective Member |
April 02, 2009 |
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*Election shall be confirmed in the next Shareholder´s Meeting.
**to be translated.
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Current members of the Board were elected to their respective positions at the 2007 Annual Shareholders’ Meeting, except for Mr. Carmelo Furci and Mr. Gabriele Galateri di Genola, whose were elected on August 6th and 25th, respectively, in the Board of Directors meeting, in substitution of Mr. Francesco Saverio Locati and Giorgio della Seta Ferrari C. Greco.
Mario Cesar Pereira de Araujo. Mr. Araujo holds a degree in Electrical Engineering from Universidade Federal do Rio de Janeiro – UFRJ and has been the Chairman of the Board of Directors of the Company since the beginning of this year. Mr. Araujo started his career in the telecommunications area in Telerj, where he performed for six years in the development of rules for the Data Communications Service. From 1977 to 1997 he worked in Embratel, where he held the positions of Manager of the Data and Text Communications Service, of Assistant of the Engineering Officer and of Manager of the Business Customers Department. In Splice, Mr. Araujo has held the position of Services Officer, working in the areas of paging, trunking, Internet and participating of the implementation activities of BCP and BSE. In August, 1998, he took office in the position of Chief Executive Officer of Tele Centro Oeste Celular. In March, 2003, Mr. Araujo took office in the position of Chief Executive Officer of TIM Brasil, which he held until January, 2009, when he took office in the position of Chairman of the Board of Directors of TIM Participações S.A. Mr. Araujo is also the Chairman of the Scientific Council of Instituto Ronald McDonald, a member of the Board of Directors of Associação Nacional das Operadoras de Celular (Acel), a member of the Superior Council of Infra-Structure of the Federation of Industries of the State of São Paulo, a member of the Steering Committee of the Ação da Cidadania and the Deputy-Chairman of the Board of Directors of Telebrasil.
Carmelo Furci. Mr. Furci has been the Chairman of the Board of Directors of TIM Brasil Serviços e Participações S.A. since August 06th, 2008. Mr. Furci was appointed Vice President of Telecom Italia Group in Latin America on June 14, 2008. After obtaining his first degree in 1978, Carmelo Furci began working as a consultant at the Vector - Centro de Estudios Economicos y Sociales, in Amsterdam and Santiago (Chile). He remained there until 1982, when he received his Doctorate of Philosophy in Economics and Government at the London School of Economics (LSE), part of the University of London. After three years working as a NATO Senior Fellow in Political Sciences, he spent 1983 and 1984 at the London School of Economics (LSE), where he became an Honorary Fellow in Latin American Studies. In 1984, he lectured in International Relations at the American University of Rome (AUR). Mr. Furci worked at Enimont from 1985 to 1989 as the International Relations Supervisor. The following year he joined the World Bank as Head of External Relations for Europe and the Vatican State. Between 1994 and 1997, he served as Strategies Manager for international affairs. Since joining the Telecom Italia Group in 1998, he has held a number of positions, starting as Chairman and CEO of Telecom Italia do Brasil, and Head of Public and Economic Affairs at Telecom Italia Latin America, based in Rio de Janeiro. After returning to Italy, he joined the Finance Administration and Control Division in 2002, where he was put in charge of relations with International Financial Bodies, a position that was reconfirmed in 2006. From December 2007 to May 2008 he was appointed Coordinator of the Group's Steering Committee for relations with Telefonica. Mr. Furci has sat on the Board of Telecom Italia Group companies Solpart, Brasil Telecom, Etecsa Cuba, Entel Bolivia and Entel Chile. He has also served as Chairman of the Board at Telenordeste Celular and Tele Celular Centro Sul Celular in Brazil. He is a member of the OECD taskforce on China, and has written a number of books on Latin America.
Maílson Ferreira da Nóbrega. Mr. Nóbrega has been a member of our Board of Directors since April, 2007. He is an economist and held the position of Brazil´s Minister of Finance from 1988 to 1990, after building an extensive career at Banco do Brasil and in the public sector, in which the following positions stand out: Chief Economist and Chief of Project Analysis Department at Banco do Brasil; Coordination Chief of Economic Affairs of the Ministry of Industry and Commerce, and Secretary General of the Ministry of Finance. He performed as the Deputy Managing Director of the European Brazilian Bank - EUROBRAZ, in London. As a minister, he became a member of the Board of the International Monetary Fund and the World Bank. Mr. Nóbrega is currently member of the Board of Directors of a number of companies in Brazil and abroad. Mr. Nóbrega was also a member of our Fiscal Committee in 2004 and in 2005. He wrote three books and is now a columnist of the weekly Veja Magazine.
Gabriele Galateri di Genola. Mr. Galateri di Genola has been a member of the Board of Directors of the Company since August 25th, 2008. Mr.Galateri was appointed Chairman of Telecom Italia on December 3, 2007. After earning his MBA at the Columbia University Business School, Mr. Galateri di Genola began his career in 1971 at the Headquarters of the Banco di Roma, where he started as Head of the Financial Analysis Office before being appointed to manage the International Loans Office. From 1974 to 1976 he worked as Financial Director of the Saint Gobain Group in Italy. In 1977, he joined FIAT S.p.A., where he moved from Head of North, Central and South American Operations at the International Finance Office to Head of International Finance and, ultimately, Director of Finance. Mr. Galateri di Genola became CEO of Ifil S.p.A in 1986. In 1993, he took office on the positions of CEO and General Manager of IFI, which he retained until 2002. In June 2002, he was appointed CEO of FIAT SpA. Between April 2003 and June 2007, Mr. Galateri di Genola was Chairman of Mediobanca S.p.A. He is a non-executive Board Member of Banca Esperia S.p.A., Banca CRS S.p.A., Italmobiliare S.p.A., Fiera di Genova S.p.A., European Institute of Oncology S.p.A., and Accor S.A. Mr. Galateri di Genola is a Vice Chairman of Assicurazioni Generali S.p.A. and RCS MediaGroup SpA.
Andrea Sandro Calabi. Mr. Calabi holds a degree in Economics from the Faculdade de Economia e Administração da Universidade de São Paulo (FEA-USP). He is also a Master in Economics (1972) by the Instituto de Pesquisas Econômicas da Universidade de São Paulo (IPE-USP); “Master of Arts” (1975) and PhD (1982) in Economics by the University of California, Berkeley (USA). Mr. Calabi was, among other positions, Chief Executive Officer of DIVESP (Distribuidora de Títulos e Valores Mobiliários do Estado de São Paulo) between 1983 and 1985, General Secretary of the Planning Secretary of the Brazilian Presidency between 1985 and 1986, Chief Executive Officer of the IPEA (Instituto de Pesquisa Econômica Aplicada of the Ministry of Planning) between 1985 and 1986 and between 1995 and 1996, Secretary of the Treasury Department between 1986 and 1988, Partner and Officer of CONSEMP (Consultoria e Empreendimentos Industriais Ltda.) between 1988 and December, 1994, Executive Secretary of the Ministry of Planning between 1995 and 1996, Chief Executive Officer of Banco do Brasil between January and July, 1999, Chairman of the BNDES, FINAME and BNDESPAR between July, 1999 and February, 2000, Special Advisor of the Governor Mário Covas between March, 2000 and September, 2001, Secretary of Economics and Planning of the State of São Paulo between January, 2003 and February, 2005, and he also performed as a member of the Board of Directors of many companies, such as CESP (Companhia Energética de São Paulo), Cyrela Brazil Realty, FIPE (Fundação de Pesquisas Econômicas da USP), FFM (Fundação Faculdade de Medicina da USP) and FUSSESP (Fundo Social de Solidariedade do Gov. do Estado de São Paulo), among others.
Oscar Cicchetti. Mr. Cicchetti was born in Pizzoli, in the province of L’Aquila, in 1951. From January 14 to June 4, 2008 he was Head of Telecom Italia Business Strategies & International Development and from March 10 to June 4, 2008 he was Head of Domestic Fixed Services; he is currently Head of Domestic Market Operations. Mr. Cicchetti began his career in 1978 as an analyst at the Datamat software house. He joined SIP in 1979 to manage Network and Installations in the Ascoli Piceno area until 1984, and then he worked as a Market Manager in Ancona and Perugia. Between 1987 and 1993, he was in charge of Process Organization at the HR Management office. In 1993, Mr. Cicchetti transferred to the Azienda di Stato dei Servizi Telefonici company (later Iritel). He stayed there until 1994, as Head of Organization and Training. From 1994 to 1997, he was Head of Staff for the General Manager of Business Systems, before taking on this same role for the CEO of STET/Telecom Italia. Between 1997 and 2000, he covered a number of managerial roles at the Telecom Italia Group, including Central Deputy Manager and Head of the International Business Unit. This period culminated with appointments as Head of Strategic Planning and Head of the Network Division. After working as a freelance consultant in 2001 and 2002 for Wind and Morgan Stanley Private Equity, in 2003 he became CEO of business data services specialist Netscalibur S.p.A, a job he retained until 2006. He was appointed CEO of Infracom Network Application S.p.A. in 2007, prior to making his return to the Telecom Italia Group. Mr. Cicchetti is also a Chairman of Telecom Italia Sparkle S.p.A. and member of the Board of Directors of Olivetti S.p.A..
Manoel Horácio Francisco da Silva. Mr. Francisco da Silva is the Chief Executive Officer of Banco Fator since 2002. Before his current position, he was the Chief Executive Officer of Telemar and also managed the area of paper and cellulose from Cia Vale do Rio Doce. Mr Francisco da Silva worked in the Group Ericsson do Brasil for 23 years, where he reached the position of Chief Executive Officer in many companies of the Group. He was also the Chief Executive Officer of Ficap, Chief Executive Officer of Sharp Equipamentos Eletrônicos. He also performed as the Superintendent Officer of the Companhia Siderúrgica Nacional, being responsible for the restructuring process of the Cia Vale do Rio Doce. He has also performed as member of the Board of Directors of many companies, such as Sadia, Bahia Sul, Group Ericson, Docenave and Telemar. He was also appointed in 1989 as the major financial professional of the year by the Instituto Brasileiro de Executivos de Finanças (IBEF) and earned 3 prizes in 2001. Mr. Francisco da Silva holds a degree in Business Administration from Pontifícia Universidade Católica (PUC) of São Paulo, and has also concluded the Advanced Management Program in the Harvard Business School.
Stefano de Angelis. Mr. de Angelis was the Chief Financial and Investor Relations Officer of TIM Participações S.A. between 2006 and 2008. He also performed as Chief Administration, Finance and Control Officer of the TIM Companies in Brazil until July, 2005. Between 2002 and 2004, he was responsible for the planning and controlling operations of Telecom Italia Mobile S.p.A. in Italy. Mr. de Angelis performed in the Consodata Group Ltd, H.M.C. S.p.A., Stet S.p.A. and Fiat Ge.va. S.p.A.. Mr. de Angelis was a member of the Board of Directors of Stream S.p.A. between April, 2000 and June, 2000, TV Internazionale S.p.A. (“La 7”) between June, 2001 and December, 2002, MTV Italia S.r.1 between April, 2002 and December, 2002, Officer of TVI Montecarlo S.A.M. between April, 2002 and November, 2002, Chief Executive Officer of Globo Communication S.A.M. between April, 2002 and November, 2002, and Chief Executive Officer and Officer of Consodata Group Ltd between October, 2002 and January, 2003. Mr. de Angelis holds a degree in Economics and Business Administration from Università degli Studi di Rome and also a MBA from Scuola di Amministrazione Aziendale dell’ Università di Torino, in Italy.
Stefano Ciurli. Mr. Luciani holds a degree in Economics and Trade from Univ. LUISS, in Rome. He worked in Procter & Gamble, in Italy, from 1990 to 1994, acting in the area of financial analysis and strategic planning, until he was admitted as consultant in Bain, Cuneo and Associates, in 1994, rendering services for clients like ENEL, Olivetti and Telecom Italia (Business Division), among others. In 1998, he joined ENEL as Controller of the production, transmission and management of nuclear installations area. From 1999 to 2008, except in 2001 and 2002, he worked for Telecom Italia, in the position of Chief Financial Officer, however, between 2003 and 2005, he was responsible for Marketing, Operations and Coordination of International Operations of the Business Mobile Unit. In Telecom Italia, he performed in positions such as Presidency Assistant and General Officer of Mobile Services.
The duties and responsibilities of the Board of Directors’ members are determined by the Brazilian laws and by the Company’s Bylaws. All the decisions taken by the Board of Directors shall be recorded in the Minutes, which are drawn up in the Board of Directors’ Minutes Book.
The Board of Directors holds quarterly general meetings as well as special general meetings whenever convened by its Chairman or two of its members. The Chairman may also summon certain executive officers to participate in the Board meetings to discuss their specific areas, whenever necessary.
The Board of Directors neither maintains an independent committee of its members nor a compensation committee. None of the Board of Directors’ members or executive officers held 1% or more of the Company’s common or preferred shares by the end of 2007.
Board of Executive Officers
The Board of Executive Officers is the representative and executive management body of the Company. It is composed of 1 chief executive officer and 5 executive officers whom are elected by the Board of Directors for a two-years term of office. Current executive officers and their respective positions are as follows:
| Name |
Title |
Election Date |
| Luca Luciani |
CEO |
January 19, 2009 |
| Claudio Zezza |
CFO and IRO |
August 06, 2008 |
| Cláudio Roberto de Argollo Bastos |
Chief Supply Officer |
May 05, 2008 |
| Beniamino Bimonte |
Chief Human Resources Officer |
August 06, 2008 |
| Lara Cristina Ribeiro Piau Marques |
Chief Legal Officer |
May 05, 2008 |
Luca Luciani . Mr. Luciani holds a degree in Economics and Trade from Univ. LUISS, in Rome. He worked in Procter & Gamble, in Italy, from 1990 to 1994, acting in the area of financial analysis and strategic planning, until he was admitted as consultant in Bain, Cuneo and Associates, in 1994, rendering services for clients like ENEL, Olivetti and Telecom Italia (Business Division), among others. In 1998, he joined ENEL as Controller of the production, transmission and management of nuclear installations area. From 1999 to 2008, except in 2001 and 2002, he worked for Telecom Italia, in the position of Chief Financial Officer, however, between 2003 and 2005, he was responsible for Marketing, Operations and Coordination of International Operations of the Business Mobile Unit. In Telecom Italia, he performed in positions such as Presidency Assistant and General Officer of Mobile Services.
Claudio Zezza, italian citizen, holds a degree in Economics and Trade from the University of Rome, with specialization in Finance, Financial Statements and Economics. Currently, Mr. Zezza is the Chief Financial and Investor Relations Officer of the Company. Mr. Zezza joined Telecom Italia in 1990. In 1998, he began working in the area of International Businesses of TIM in Italy and, in 2000, he became responsible for the International Operational Management. Four years later, he became responsible for the Planning and Control Department. Mr. Zezza has also performed in the area of International Business Performance. His last position in Italy, before coming to Brazil to become responsible for the Financial Office, was of responsible for the International Control in Administration, Finance and Control.
Cláudio Roberto de Argollo Bastos. Mr. Bastos has been the Supply Officer of TIM Participações S.A. since May 4, 2006. He has also served as the Supply Officer for TIM Brasil S.A. since 2001 and for TIM Peru from June 2004 to February 2005. He gained experience working for Intelig Telecomunicações Ltda, Ethyl/Texaco, A.Araujo S.A. Engenharia and Internacional de Enga S.A. from 1985 to 2001. Mr. Bastos holds a degree in Chemical Engineering from Universidade Federal Fluminense and attended the Executive MBA in COPPEAD at the Universidade Federal do Rio de Janeiro. Mr. Bastos has also attended a post-graduate program in Telecommunications Management at the Fundação Getúlio Vargas.
Beniamino Bimonte. Mr. Bimonte has been the Chief Human Resources Officer of TIM Participações S.A. since August 6, 2008. Mr. Bimonte holds a degree in Economics from the Universitá Federico II. Mr. Bimonte also holds a MBA from Stoa-MIT. He was also responsible for the Managerial Development in the Human Resources Office of Telecom Italia S.p.A.
Lara Cristina Ribeiro Piau Marques. Ms. Marques has served as the Legal Manager of Telebrás, participating of the entire privatization process and coordinating the Contentious Law area. Ms. Marques has also served as the Legal Officer of the 14th Federal Court of the Brazilian Federal District, where she was responsible for all the orders and legal opinions, as well as for the management and coordination of the team. She also served as the Legal Manager for TIM Nordeste Telecomunicações from October, 1998 to January, 2003, as a member of the Fiscal Committee of Tele Celular Sul Participações S.A., Telepar Celular S.A. and CTMR Celular from 2000 to 2003 and as the Legal Manager for TIM Celular S.A. from February, 2003 to July, 2004. Ms. Marques has been the Legal Officer of TIM Participações S.A. since May 4, 2006 and of TIM Brasil since July, 2004. She holds a degree in Law from the Faculdade de Direito do Distrito Federal and attended a post graduate program in Civil Procedure Law at the Instituto Brasileiro de Processo Civil at the Fundação Getúlio Vargas. She has also completed courses in International Law at the Hague Academy in Holland, in Labor Law at the Universidade de Brasília, in Tort Law at the Fundação Getúlio Vargas, and has a MBA in Telecommunications from IBMEC.
TIM Participações will pay to the Board of Directors’ members and to the executive officers, the amount of R$ 6.4 million as compensation for their services for the year ended on December 31st, 2009.
Statutory Audit Committee
The current members of the Statutory Audit Committee are the following:
| Name |
Position |
Election Date |
| Luiz Mariano de Campos |
Member |
April 02, 2009 |
| Oswaldo Orsolin |
Member |
April 02, 2009 |
| Miguel Roberto Gherrize |
Member |
April 02, 2009 |
| Alberto Emmanuel Whitaker |
Member |
April 02, 2009 |
| Alfredo Ferreira Marques Filho |
Member |
April 02, 2009 |
Last Update on July 15, 2009.
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