We believe our commitment to the best corporate governance practices helps us to ensure the business sustainability and to serve the interests of all RD Saúde’s stakeholders: customers, investors, suppliers, employees, community, government, trade unions and associations, among others.
We maintain an ethical and strong relationship with these stakeholders, ensuring that everyone has access to the necessary information and is treated fairly and consistently.
Our Bylaws also establish that decisions taken by shareholders and administrators should always consider the short and long-term interests of RD Saúde and its shareholders, as well as the short and long-term economic, social, environmental and legal effects on our professionals, contractors, suppliers, consumers and creditors of the company and its subsidiaries, in addition to the communities where we operate.
General Shareholders’ Meeting
Shareholders hold an annual meeting on a regular basis, and a special meeting whenever called, to discuss issues relevant to the Company, guided by the rules of the Bylaws and other legal regulations.
Fiscal Council
Permanent body, made up of four members and their substitutes. Examines the Company’s Financial Statements and the conformity of acts carried out by administrators, among other duties.
Incumbent members and their respective substitutes are:
Adeildo Paulino (Vivian do Valle Souza Leão Mikui); Antônio Edson Maciel dos Santos (Alessandra Eloy Gadelha); Gilberto Lerio (Flavio Stamm); and Paulo Sérgio Buzaid Tohmé (Mário Antonio Luiz Corrêa).
Board of Directors
Its mission is to protect and value RD Saúde’s assets and provide guidance on topics that impact the business sustainability, acting as a custodian of the Company's essence and culture and the interests of stakeholders, namely shareholders, employees, customers and society.
In 2023, RD Saúde's board had 11 incumbent members, among which five were independent (45%) and three were women (27%), elected at the General Shareholders’ Meeting for two-year terms, with re-election permitted. Whenever the term of office of the Board members is renewed, the members elect the Board Chairperson and also its Vice Chairperson, who is responsible for replacing the Chairperson in the event of any impediment.
The members are: Antonio Carlos Pipponzi (Chairman of the Board); Cristiana Almeida Pipponzi (non-executive member); Philipp Paul Marie Povel (independent); Plínio Villares Musetti (non-executive); Denise Soares dos Santos (independent); Marco Ambrogio Crespi Bonomi (independent); Sylvia de Souza Leão Wanderley (independent); Eduardo Azevedo Marques de Alvarenga (independent); Paulo Sérgio Coutinho Galvão Filho (non-executive); Carlos Pires Oliveira Dias (non-executive); and Renato Pires Oliveira Dias (non-executive).
Finance Committee
advises the Board on strategic topics for the financial health of the business, with a view to meeting the budget and achieving results. It helps in the evaluation of economic and global situations and their potential internal financial impacts. It also examines, discusses and makes recommendations about the financial policy proposed by the Executive Board.
In 2023, its members were: Plínio Villares Musetti (leader); Cristiana Almeida Pipponzi (advisor); Maria Fernanda dos Santos Teixeira (external consultant); Antonio Carlos Pipponzi (Chairman of the Board); Marco Ambrogio Crespi Bonomi (advisor); and Pedro Guilherme Zan (external consultant).
Audit Committee
non-statutory in nature, it is composed of three independent members. It is responsible for analyzing the financial statements and supervising risk management activities, internal audit, compliance, internal controls, data management and cyber security, related-party transactions and management of the Canal Conversa Ética (anonymous ethics hotline). The body is advised by three management committees, namely: Ethics, LGPD and Risks.
Its members are: Maria Fernanda dos Santos Teixeira (independent leader); Sylvia de Souza Leão Wanderley (independent advisor); and Pedro Guilherme Zan (external consultant, specialist in corporate accounting).
People Committee
analyzes and recommends candidates for the Board of Directors and Executive Board and carries out performance appraisal, appointment, succession and compensation of executives and administrators, in addition to the general human resources strategy, with a focus on attracting and retaining talent.
Its members are: Sylvia de Souza Leão Wanderley (leader - independent advisor); Antonio Carlos Pipponzi (Chairman of the Board); Cristiana Almeida Pipponzi (advisor); Plínio Villares Musetti (advisor); Renato Pires Oliveira Dias (advisor); and Marco Ambrogio Crespi Bonomi (independent advisor).
Sustainability Committee
Responsible for monitoring, updating, and validating guidelines, strategies, and commitments related to sustainable development, taking into account ESG risks and opportunities, including the climate agenda, in addition to overseeing the work of the Sustainability Officer. Its reporting to the Board ensures that the Company’s highest governance body closely monitors socio-environmental and climate-related risks and opportunities.
Its members are: Cristiana Almeida Pipponzi (leader); Olga Stankevicius Colpo (independent external consultant); Cristina Sarian (independent external consultant); Rodrigo Wright Pipponzi (external consultant); Plínio Villares Musetti (advisor); and Sylvia de Souza Leão Wanderley (independent advisor).
Health and Strategy Committee
focused on monitoring and planning the 2025 Strategy and 2030 Ambition and on the continuous search for innovation in the business to expand our operations in the sector.
In 2023, its members were: Cristiana Almeida Pipponzi (co-leader); Marco Ambrogio Crespi Bonomi (co-leader); Felipe Elias Ribeiro David (independent external consultant); Antonio Carlos Pipponzi (Chairman of the Board); Paulo Sérgio Coutinho Galvão Filho (advisor); Eduardo Azevedo Marques de Alvarenga (advisor); Denise Soares dos Santos (advisor); Philipp Paul Marie Povel (advisor); and Sylvia de Souza Leão Wanderley (advisor).
Executive Board
Responsible for the Company’s executive management and strategy implementation, it has eight members appointed by the Board of Directors, with two-year terms of office and re-election permitted. Currently, the Executive Board is led by the Chief Executive Officer (CEO), who does not hold a position in the Board of Directors, and is made up of Vice Presidents (VPs) in charge of key strategic themes.
The Executive Board members are: Marcilio D’Amico Pousada (CEO); Antonio Carlos Coelho (Financial and Administrative VP); Bruno Wright Pipponzi (Health Business VP); Eugênio De Zagottis (Corporate Planning, IR and M&A VP); Fernando Kozel Varela (Digital Transformation VP); Marcello De Zagottis (Sales and Marketing VP); Maria Susana de Souza (People, Culture and Sustainability VP); and Renato Cepollina Raduan (Store Operations, Multi-channel and Expansion VP in RD Saúde).
Managing the Company’s impacts on the economy, the environment and society is a shared responsibility at the executive level by all members of the Board of Directors, as provided for in our Bylaws.
* In May 2024, the composition of the Executive Board was changed due to the resignation of Mr. Eugênio De Zagottis.
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