Ata de Reunião do Conselho de Administração
Transcrição
Ata de Reunião do Conselho de Administração
MARISA LOJAS S.A. Company Registry (NIRE): 35.300.374.801 Corporate Taxpayer’s ID (CNPJ/MF): 61.189.288/0001-89 Publicly-Held Company MINUTES OF THE BOARD OF DIRECTORS’ MEETING HELD ON NOVEMBER 6, 2014 Date, Time and Venue: November 6, 2014, at 5:00 p.m., at Rua dos Pinheiros, nº 870, 20º andar, conjuntos 203/204, in the city and state of São Paulo. Call Notice: The call notice was waived given the presence, via telephone conference call, of all of the members of the Company’s Board of Directors. Presiding Board: Israel Vainboim – Chairman; and Cláudio Escribano – Secretary. Agenda: Consideration of the resignation of Paulo Sérgio Borsatto from the position of Chief Financial Officer and Investor Relations Officer and election of a new member of the Company’s Executive Board. Resolutions: After analyzing and discussing the item on the agenda, the members of the Board of Directors acknowledged the resignation of Paulo Sérgio Borsatto from the position of Chief Financial Officer and Investor Relations Officer, in accordance with the resignation letter filed at the Company’s headquarters, and elected Adalberto Pereira dos Santos, Brazilian, married, economist, bearer of Identity Card no. 1.144.400 SSP/GO, inscribed in the roll of individual taxpayers (CPF/MF) under number 147.882.841-20, resident and domiciled at SQSW 300, bloco S, Apto. 203 Setor Sudoeste, CEP 70673-600, Brasília, in the Federal District, for the position of Chief Financial Officer and Investor Relations Officer, to hold office for the remainder of the 3-year term of the other Executive Officers, elected on April 11, 2013. The elected Executive Officer states, under penalty of law, that he meets all of the requirements under Article 147 of Law 6,404/76 for his investiture as a member of the Company’s Executive Board, that he is not prevented from exercising business activities and that he has not been convicted of bankruptcy crimes, malfeasance, bribery, graft, embezzlement or crimes against public welfare, public faith or property, or any criminal penalty that would prevent, even temporarily, access to public office. The elected Executive Officer will assume office through the signature of (i) the Instrument of Appointment, filed in the Book of Minutes of the Meetings of the Executive Board; (ii) the statement cited in CVM Instruction 367/02; (iii) the Instrument of Adherence to the Regulations of the Novo Mercado of the BM&F Bovespa – Securities, Commodities and Futures Exchange of São Paulo; and (iv) the 1 Instrument of Adherence to the Company’s Material Fact and Act Disclosure Policy and the Company’s Securities Trading Policy. Closure and Drawing Up of the Minutes: There being no further business to discuss, these minutes were drawn up, read, found to be in compliance, approved and signed by all attending members. Signatures: Presiding Board: Israel Vainboim – Chairman; and Cláudio Escribano – Secretary. Members of the Board of Directors: Israel Vainboim, Marcio Luiz Goldfarb, Cassio Casseb Lima, Décio Goldfarb, Denise Goldfarb Terpins and Gustavo Josef Wigman. São Paulo, November 6, 2014. This is a free English translation of the original minutes drawn up in the Company’s records – Book 5, pages 91 and 92 Presiding Board: _____________________________ Israel Vainboim Chairman _____________________________ Cláudio Escribano Secretary 2
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