Governance metrics

Board of Directors

Our Board of Directors is composed by 11 members, with 4 independents, 2 women and 3 industry specialists.

Executive Pay Disclosure and Say on Pay Policy

The company submits annually to the shareholders for approval the proposal for the total annual compensation of its directors—both board members and C-Level executives. The management’s proposal for the general meeting details the composition of the proposed compensation, and the figures can also be accessed through the Reference Form and the RD Saúde investor relations website.

CEO Equity Policy

Part of the CEO’s variable compensation is paid in shares issued by the company, in accordance with the Internal Policy and monitored by the People Committee, which is responsible for compensation and the nomination of directors and C-Level Managers.

Poison Pill

The company’s Bylaws include provisions that should be invoked to deter tender offers regarded as hostile, with the requirements defined in the Bylaws rather than being subjectively determined by the Board. These provisions do not limit the right of shareholders to take action by written consent and is intended to protect minority shareholders and to guard against sudden changes in control and overall direction of the company’s business.

Fair Bid Treatment Provisions

Our Bylaws includes provisions with requirements for how bids should be evaluated, how information is disclosed, and how the board must handle competing offers to ensure that the process is conducted fairly and transparently.

Nomination and Remuneration Committee

Our People Committee is responsible for overseeing and approving the compensation and nomination of board members and C-Level executives. It is composed of five members, two of whom are independent, including the committee leader, who is not only an independent director but also an industry specialist.

Independent Lead Director

The Vice Chairman of the Board of Directors is an independent member and is responsible for substituting the Chairman in the event of their absence or impediment.

Audit Committee

Our Audit Committee is composed of three independent members, including an independent director who is also an industry specialist, and one expert in corporate accounting.

Related Party Transactions

The company is a family firm and there are related party transactions with the family

Number of Board Meetings:

Our Board of Directors follows an annual thematic calendar with 10 regular meetings, and its advisory committees meet at varying frequencies, ranging from 8 to 12 times per year.

Annual Director Elections

Our Board of Directors operates on a 2-year term to ensure continuity of its work. However, Brazilian corporate legislation allows shareholders to call a meeting at any time to deliberate on the removal of any director, so the term length does not prevent the replacement of a director during their term.

Constituency Provision

In addition to Brazilian legislation requiring both shareholders and managers to make decisions aligned with the company’s social function, our bylaws explicitly stipulate that both managers and shareholders must consider the interests of all stakeholders in every decision-making process.