SYN´s Board of Directors is responsible for establishing its general strategic policies and, among others, establishing its general business policies, for electing its executive officers and supervising their management. The Board of Directors is also responsible for the appointment and dismissal of SYN´s independent auditors.
Under Brazilian corporation law, each director must hold at least one of SYN´s shares, may reside in or outside Brazil, and is elected by the shareholders of SYN´s common shares at the annual shareholders’ meeting. Under Brazilian corporation law, a member of the Board of Directors is prohibited from voting in any annual shareholders’ meeting, and also from acting in any transaction or business in which such director has a conflict of interest with the Company.
According to SYN´s bylaws, the members of its Board of Directors is composed of, at least, five and up to 12 members, for a unified one-year term, and can be re-elected at any time. SYN´s bylaws do not stipulate a compulsory retirement age for the board members. The directors must also sign, prior to taking office, the directors’ instrument of consent, set forth in the Novo Mercado regulations. Pursuant to Brazilian corporation law, shareholders of publicly held companies that hold, jointly, common shares representing at least 10% of SYN´s capital stock during a period of at least three months have the right to elect a member to its Board of Directors.
Meetings of the Board of Directors are usually held, on an ordinarily basis, once every two months, and on an extraordinary basis, whenever called by the Chairman, the Vice-Chairman or by two directors.
The quorum for the installation of the meetings of SYN´s Board of Directors will be of, at least, three members. All decisions of the Board of Directors are taken by majority vote of the members attending the meeting.
According to the Novo Mercado regulations at least 20% of the members of SYN´s Board of Directors must be independent.
|Name||Position||Elected||Term of Office|
|Elie Horn||Chairman of the Board||04/30/2021||1 Year|
|Leo Krakowiak||Vice-Chairman of the Board||04/30/2021||1 Year|
|Claudio Bruni||Independent Board Member||04/30/2021||1 Year|
|José Carlos Reis de Magalhães Neto||Independent Board Member||08/09/2021||1 Year|
|Kristian Schneider Huber||Independent Board Member||08/09/2021||1 Year|
|Flavio Celso Pripas||Independent Board Member||08/09/2021||1 Year|
1 ASM – Annual Shareholders’ Meeting;
*Independent Board Member
Below is a summary of the professional background, fields of activity and main outside business interests of SYN´s current board members:
Elie Horn. Mr. Horn has been the Chairman of the Board of Directors since the Company’s inception in 2007. Since 1993, Mr. Horn has also been the Chairman of the Board of Directors, Chief Executive Officer and founding partner of Cyrela Brazil Realty S.A. Empreendimentos e Participações since 1993. He graduated in Law from Universidade Presbiteriana Mackenzie.
Leo Krakowiak. Mr Krakowiak is the Vice-Chairman of the Board of Directors. He holds a law degree from the Law School of the University of São Paulo (USP) in 1971 and a graduate degree in law from USP in 1975. He is a full partner at the law firm Advocacia Krakowiak, specialized in tax law. He is a member of many organizations, including the São Paulo Lawyer Institute, the Brazilian Financial Law Association, the Brazilian Tax Law Institute and the International Fiscal Association. Mr. Krakowiac is currently professor for the Tax Law Program at USP and at the University Extension Study Center (CEEU). Previously he was a professor for the Tax Law Specialization Program at the Law School of the Mackenzie Presbyterian Institute. He also lectures for a wide variety of entities and he is member of the deliberative councils of the Israelita Brasileiro Albert Einstein Hospital, the Patrons of the Municipal Theatre of São Paulo, the Brazilian Sculpture Museum, the Brazilian-Polish Business Council and of various other entities. None of the companies where Mr. Krakowiak has worked is part of the Company’s economic group.
Claudio Bruni. Mr. Claudio Bruni is an independent member of the Board of Directors. From 1979 to 1989, he worked for Multiplan, one of the largest real estate developers in Brazil. From 1983 to 1985, he served as Executive Director of Renasce, the first Brazilian shopping mall management company, a joint venture of Multiplan and the Brazilian investment bank Bozano, Simonsen. In 1985, he was named Executive Vice President of Multiplan. From 1986 to 1994, he became partner of Visor, a residential developer focused on the low-income segment. In 1988, he founded Deico, an independent real estate services company, where he served as CEO until December 2006. From 2007 to 2016, he was the CEO and member of the Board of Directors of BR Properties. He also served as Executive Vice President of ABRASCE, Brazilian Association of Shopping Malls for 3 years, and as a member of the Commercial and Retail Development Council of the Urban Land Institute. From February 2017 to August 2018 he served as a member of the Board of Directors of BR Malls (vice president and later president). Mr. Bruni graduated in Civil Engineering in 1978 from the Escola Politécnica of USP.
José Carlos Reis de Magalhães Neto. Mr. José Carlos Reis de Magalhães Neto is the founder, investment director and chairman of the investment committee of Tarpon, responsible for managing the funds of Tarpon, the Company’s controlling shareholder. He is currently also a member of the board of directors of Tarpon Investimentos and was a member of the board of a number of other companies in the past, such as BRF and Somos Educação. Previously, Mr. José Carlos was a portfolio manager at Banco Patrimônio/Salomon Brothers, he was an associate at JP Morgan/Chase and GP Investimentos. He was also managing partner of new businesses at the Semco Group. Mr. José Carlos has a degree in business administration from Fundação Getúlio Vargas – São Paulo (FGV-SP).
Kristian Schneider Huber. Mr. Kristian Schneider Huber is co-founder and head of finance at Loft. Previously, Kristian worked at Tarpon, the Company’s controlling shareholder, in the investment team, and at Polo Capital, a company in the financial sector. Loft and Polo Capital are not part of the Company’s economic group and are not controlled by a shareholder of the Company that has a direct or indirect interest equal to or greater than 5% of a table of class or type of security in the Company. He graduated cum laude in Economics from the Wharton School and in International Studies from the College of Arts and Sciences at the University of Pennsylvania. He also holds the Chartered Financial Analyst (CFA) certificate.
Flavio Celso Pripas. Currently at Redpoint eventures, Flavio designed and led CUBO, a project to promote digital entrepreneurship in Brazil that soon became the most relevant initiative in the ecosystem. Before this project and having launched and sold two companies as a digital entrepreneur, he was Director of Technology at Banco J.P.Morgan, Head of Development at Credit Suisse Hedging-Griffo and Head of IT Latin America at JPMC Vastera. He was named one of the 100 Most Creative People in Business in 2012 by FastCompany Magazine (“FastCompany – 100 Most Creative People in Business 2012”), and works to accelerate the Digital Transformation of large companies and the impact of startups in the market. Flavio has a degree in Computer Science and an MBA from FGV/SP.
SYN´s executive officers are responsible for its day-to-day management. The executive officers have individual responsibilities established by SYN´s bylaws and by its Board of Directors.
Under SYN´s bylaws, the Company must have, at least, two executive officers elected by its Board of Directors for a unified three-year term, and can be re-elected and removed at any time.
|Name||Position||Elected||Term of Office|
|Thiago Kiyoshi Vieira Muramatsu||Chief Executive Officer||04/30/2019||3 Years|
|Hector Bruno Franco de Carvalho Leitão||Chief Financial and Investor Relations Officer||27/01/2022||3 Years|
|Paulo Roberto Nazar||Officer||04/30/2019||3 Years|
|Juliana Cavalcante Morandeira||Officer||04/30/2019||3 Years|
1 ASM – Annual Shareholders’ Meeting;
Thiago Muramatsu graduated in Economics from the Pontifical Catholic University of São Paulo and has over 17 years of experience in the real estate sector. He joined the Company in March 2008, where he worked in the New Business and Strategic Planning departments. He subsequently held the position of Controller Manager, being responsible for the administrative and financial management, as well as for the strategic and budgetary planning of the Company’s shopping center portfolio. In 2016, he assumed the position of Chief Financial and Investor Relations Officer, functions that he has performed to date. In 2021, he cumulatively held the position of Chief Executive Officer of the Company. As of 2022, he is exclusively helding the role of Chief Executive Officer. Thiago previously worked for other companies in the sector, such as Cushman & Wakefield and Sonae Sierra.
Hector Carvalho Leitão graduated in Economics from University of São Paulo, holds a postgraduate certificate in Corporate Finance from FIA USP and completed an specialization program in Management from London School of Business and Finance (LSBF). He has over 12 years of experience in the real estate sector. Hector joined the Company in April 2014 and worked in the Business Development department until 2016, when he assumed the position of Controller Manager of the Company’s shopping center portfolio until 2019. In 2020, he held the position of Superintendent of Shopping Metropolitano Barra. In May 2021, started to work as Financial Superintendent of SYN, function he performed until January 2022, when he assumed the position of Chief Financial and Investor Relations Officer of the Company.
Paulo Nazar graduated in Civil Engineering from the School of Civil Engineering of Mackenzie University on March 21, 1981 and holds an MBA in Real Estate – Investment and Returns in the Real Estate Market from the Continuing Education Program of the Polytechnic School of the University of São Paulo – PECE (2003-2005). He completed a master’s program in Environmental Management at the São Paulo State Institute of Technology – IPT (2009 and 2010). He has worked in the civil construction market since 1981 and in the Cyrela Group since January 1995, working at Cyrela Construtora S.A. until April 2013, when he joined the Company.
Juliana Cavalcante Morandeira has been in the Company since 2010, working in the commercialization and management of contracts of corporate towers. She graduated in Law from Faculdades Integradas de Guarulhos and holds a specialization degree in Constitutional Law from the School of Constitutional Law (Escola Superior de Direito Constitucional).