Management and Board of Directors
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Board of Directors
The Board of Directors is the decision-making body responsible for setting the policies and general guidelines of the business, including the long-term strategy, control and supervision of Ser Educacional’s performance. The duties of this body also include supervising the management of its Executive Officers. The Board of Directors has Internal Regulations that govern the functioning of the Body, the committees linked to it, as wel as the relationship between the Board and the other governing bodies of the Board of Directors, which was approved by the Board of Directors at a meeting held on October 24, 2018 and is available on our investor relations website, www.sereducacional.com/ri.
Under the terms of the Bylaws, the Board of Directors shall be composed of at least five (5) and at most seven (7) members, appointed and subject to removal by the Shareholders’ Meeting, with unified one (1) year mandates, with reelection permitted.
In accordance with the Bylaws, at least 20% or 2, whichever is greater, of the Board Members must be Independent Board Members, in accordance with the Listing Rules of the B3 Novo Mercado, the characterization of the nominees to the Board of Directors as independent directors should be decided at the General Meeting that elects them. Note that the Board Members elected under the terms of paragraphs 4 and 5 of Article 141 of the Brazilian Corporate Law are also considered Independent Board Members.
Members of the Board of Directors | Position | Election Date | End of Term |
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Chairman | April 29, 2022 | April 29, 2023 |
José Janguiê Bezerra Diniz: Founder and controlling shareholder. Mr. Diniz received a bachelor‘s law degree from the Faculdade de Direto do Recife - UFPE, and a fine arts degree from the Faculdade Católica de Pernambuco, and received his master’s degree and doctorate from the Universidade Federal de Pernambuco. Mr. Diniz started his business career in 1996, with the founding of Bureau Jurídico Cursos for the public examination for government positions, and strengthened it in 2003, with the creation of the Faculdade Maurício de Nassau in Recife. Since then, he has been the President of the Associação Brasileira das Faculdades Isoladas e Integradas (ABRAFI), Vice-President of Associação Brasileira das Mantenedoras de Ensino Superior (ABMES) and author of several books in the areas of law and education. He acted as a Judge in the Regional Labor Court of the 6th Region, and through August 2013 he acted as an attorney of the federal public prosecutor’s office, having formalized his resignation on August 21, 2013. On September 9, 2013 Mr. Diniz became the dean of UNINASSAU. |
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Vice-Chairman | April 29, 2022 | April 29, 2023 |
Herbet Steingberg: Mr. Steingberg has over 20 years of experience acting as an executive for large corporations and 13 years of experience as businessman and consultant. In the companies where he has worked, he was the leader in several processes of strategic repositioning of different organizations, as well as alignment processes of management and business strategies. Over the last five years, Mr. Steingberg worked as an independent director of Grupo Famastil/Taurus, AMCHAM/Brazil, Care Brasil, and Halexistar Indústrias Farmacêuticas. He performed important work with the board of directors of Banco Santander (Brasil) S.A., where he worked on Banespa privatization process, the Banco Crefisul turnaround, and a purchase performed by Deutsche Bank in the control of Bradesco. He founded his own company 14 years ago, MESA Governança Corporativa, a consultancy focused on the best practices of corporate governance, and is currently one of our independent directors. |
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Board Member | April 29, 2022 | April 29, 2023 |
Francisco Muniz Barreto: Mr. Barreto has 15 years of experience in private equity and investment banking. He has a degree in Economics from the Universidade de Belgrano (Argentina)/ UNC Chapel Hill and a Master in Finance from London Business School. Since 2006, he has been the Managing Director of the São Paulo office of Cartesian, responsible for researching prospects and supervising investments in companies focused mainly in Latin America. Cartesian is a private equity fund based in New York which manages over US$2.0 billion. From 1998 to 2001, Mr. Barreto was an officer of the investment fund AIG Capital Partners do Brasil. |
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CEO and Board Member | April 29, 2022 | April 29, 2023 |
Jânyo Janguiê Bezerra Diniz: Mr. Diniz received a bachelor’s degree in Mechanical Engineering, a graduate degree in Production Engineering from Universidade Federal de Pernambuco and a master‘s degree from Universidade da Amazônia. He has been the CEO of Grupo Ser Educacional since 2008, and as President of the Instituto de Pesquisa UNINASSAU. Since 2008, he has been the president of the Sindicato das Instituições de Ensino de Pernambuco (SIESPE), and since 2011 the President of the Sindicato das Instituições de Ensino Superior do Estado da Paraíba. In addition, he has been Vice-President of the Sindicato das Instituições de Ensino Superior do Estado de Alagoas, SINEPE-Superior AL, since 2017. |
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Independent Board Member | April 29, 2022 | April 29, 2023 |
Flávio César Maia Luz: Mr. Luz has a bachelor‘s degree in Civil Engineering from USP Escola Politécnica - Universidade de São Paulo, with graduate degrees in Administration and Applied Economics from FGV - Fundação Getúlio Vargas, as well as continuing education certifications issues by institutions such as Harvard Business School, Stanford University, California University and Wharton Business School. Mr. Luz was Executive Vice-President of Duratex, Vice-President of the board of directors and executive officer of Eletropaulo and Financial and Corporate Vice-President of Cofra Latin America (C&A Group). In addition, he acts as chairman of the audit committee at Ultra S.A., member of the audit committee of Empresa de Transmissão de Energia Elétrica Paulista S.A., Senior Solution S.A. and acted as director of Light S.A. Currently he is a certified consultant of the Brazilian Institute of Corporate Governance. He is the managing partner of the consultancy Doing Business. Mr. Luz has been our independent director since 2012. |
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Independent Board Member | April 29, 2022 | April 29, 2023 |
Sidney Levy: Mr. Levy holds a degree in Production Engineering from Universidade Federal do Rio de Janeiro (UFRJ), a master’s degree in Engineering from the Post-Graduate Engineering Program of COPPE-RJ and a specialist degree in Business Administration from the Institute of Management Development in Lausanne, Switzerland. He worked at Casa da Moeda do Brasil, from 1976 to 1981 and Thomas de La Rue Brasil, from 1981 to 1991. From 1992 to 1994, Mr. Levy was CEO of DLR Lerchundi in Spain. He was also CEO of the American Chamber of Commerce-Rio, from 2005 to 2007, and CEO of Ser Educacional from February 1994 until May 2011. He has been a member of the Board of Directors of Valid since May 2011 and member of the Board of Director of Instituto Hermes Pardini since 2017. |
Executive Officers
Our executive officers are our legal representatives to enter into transactions with third parties. They are responsible for the day-to-day management of our business and for the implementation of the general policies and guidelines established by our board of directors.
Pursuant to Brazilian Corporate Law, each executive officer must be a Brazilian resident. No more than one-third of the members of our board of directors may be executive officers. The executive officers are not required to be shareholders of our company.
Our executive officers are elected by the board of directors for a one-year term, and may be re-elected or removed, at any time. Our bylaws currently provide that our management must have at least four and no more than nine members, including a Chief Executive Officer, a Chief Financial Officer, a Chief Academic Officer and an Investor Relations Officer, it being understood that one executive officer may hold more than one of those positions. Other executive officers, if any, do not hold specific positions.
Executive Officers | Position |
Election Date | End of Term |
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Chief Executive Officer | May, 2022 | May, 2023 |
Jânyo Janguiê Bezerra Diniz: Mr. Diniz received a bachelor’s degree in Mechanical Engineering, a graduate degree in Production Engineering from Universidade Federal de Pernambuco and a master‘s degree from Universidade da Amazônia. He has been the CEO of Grupo Ser Educacional since 2008, and as President of the Instituto de Pesquisa UNINASSAU. Since 2008, he has been the president of the Sindicato das Instituições de Ensino de Pernambuco (SIESPE), and since 2011 the President of the Sindicato das Instituições de Ensino Superior do Estado da Paraíba. In addition, he has been Vice-President of the Sindicato das Instituições de Ensino Superior do Estado de Alagoas, SINEPE-Superior AL, since 2017. |
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Chief Operations Officer | May, 2022 | May, 2023 |
Adriano Azevedo: Mr. Azevedo has a bachelor‘s degree in Business Administration, with a graduate degree in Administration of Human Resources and a master’s degree in Administration. Over the last five years, he worked in Grupo Ser Educacional, acting as an officer of the campuses in Bahia in 2008 and subsequently as Operations Officer starting in 2009, until becoming Chief Operations Officer. Previously, Mr. Azevedo acted as Academic Director and Business of Faculdade Baiana de Ciências and managing partner of Futura Consultoria and has worked in the education field since 2001. |
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Chief Academic Officer | May, 2022 | May, 2023 |
Simone Bérgamo: Mrs. Bérgamo has an bachelor‘s degree in Pedagogy and graduate degrees in Education, Constructivism, Psychosociology of the Educator, IES Management, with education in Psychopedagogy, Psychodrama, Psychomotricity, Integrated Coaching and a master’s degree in Social and Personality Psychologies. Mrs. Bérgamo has 30 years of experience in the education area. She has been a part of our academic department for nine years, performing as Pedagogic Manager since 2008, Academic Manager since 2010 and Academic Officer since 2011. Since late 2012, she has been the Academic Dean of UNINASSAU and since 2013, she has been our Chief Academic Officer. Mrs. Bérgamo also acted as academic principal of Colégio Atual - Instituição de Ensino do Ensino Básico and as an Educational Consultant of the Group up until 2008 before joining the staff. Finally, Mrs. Bérgamo has taught graduate classes at UNICAP, FAFIRE, FACISA and Maurício de Nassau. |
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Chief Financial Officer | May, 2022 | May, 2023 |
João Albérico Porto de Aguiar: With more than 20 years of experience in the financial area, João Aguiar worked as an auditor at PricewaterhouseCoopers‘ for over 12 years and as a controller for companies in the beverage, health, real estate and retail industries. In the later segment, he worked most recently as a Controller at the Máquina de Vendas Group. With extensive experience of organizational and corporate restructuring, as well as ample knowledge of the accounting, financial, structured operation and internal control areas, João Aguiar has a degree in Accounting and a graduate diploma in Corporate Finance from the Federal University of Pernambuco (UFPE), with specialization courses in Business Management at the CEDEPE Business School in Pernambuco and in Tax Planning at the Brazilian Tax Planning Institute (IBPT). |
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Investor Relations Officer | May, 2022 | May, 2023 |
Rodrigo Macedo Alves: Mr. Alves has 20 years of experience in capital markets. With a degree in economics from PUC-SP and an MBA in finance from IBMEC-SP, he served in the investor relations department of companies such as NET Serviços and Gol Linhas Aéreas, and on the trading desk of Banco Santander. More recently, Rodrigo was the CFO of a telecommunications company and acted as a consultant for several publicly-held companies in the areas of investor relations, capital markets and corporate finance. |
Finance Committee
The Finance Committee is a support body for the Board of Directors and aims to supervise the quality and integrity of financial reports, adherence to legal, statutory and regulatory standards, the adequacy of risk management processes and the activities of auditors internal and independent. Our Finance Committee has its own internal regulations, approved at the Board of Directors‘ Meeting held on February 27, 2015.
Members of the Financial Committee | Election Date | End of Term | |
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May 27, 2022 | 1 year | |
Francisco Muniz Barreto: Mr. Barreto has 15 years of experience in private equity and investment banking. He has a degree in Economics from the Universidade de Belgrano (Argentina)/ UNC Chapel Hill and a Master in Finance from London Business School. Since 2006, he has been the Managing Director of the São Paulo office of Cartesian, responsible for researching prospects and supervising investments in companies focused mainly in Latin America. Cartesian is a private equity fund based in New York which manages over US$2.0 billion. From 1998 to 2001, Mr. Barreto was an officer of the investment fund AIG Capital Partners do Brasil. |
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May 27, 2022 | 1 year | |
Flávio César Maia Luz: Mr. Luz has a degree in Civil Engineering from USP Escola Politécnica - Universidade de São Paulo, with graduate degrees in Administration and Applied Economics from FGV - Fundação Getúlio Vargas, as well as continuing education certifications issues by institutions such as Harvard Business School, Stanford University, California University and Wharton Business School. Mr. Luz was Executive Vice-President of Duratex, Vice-President of the board of directors and executive officer of Eletropaulo and Financial and Corporate Vice-President of Cofra Latin America (C&A Group). In addition, he acts as chairman of the audit committee at Ultra S.A., member of the audit committee of Empresa de Transmissão de Energia Elétrica Paulista S.A., Senior Solution S.A. and acted as director of Light S.A. Currently he is a certified consultant of the Brazilian Institute of Corporate Governance. He is the managing partner of the consultancy Doing Business. Mr. Luz has been our independent director since 2003. |
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May 27, 2022 | 1 year | |
Rodrigo Macedo Alves: Mr. Alves has 20 years of experience in capital markets. With a degree in economics from PUC-SP and an MBA in finance from IBMEC-SP, he served in the investor relations department of companies such as NET Serviços and Gol Linhas Aéreas, and on the trading desk of Banco Santander. More recently, Rodrigo was the CFO of a telecommunications company and acted as a consultant for several publicly-held companies in the areas of investor relations, capital markets and corporate finance. |
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May 27, 2022 | 1 year | |
João Albérico Porto de Aguiar: With more than 20 years of experience in the financial area, João Aguiar worked as an auditor at PricewaterhouseCoopers‘ for over 12 years and as a controller for companies in the beverage, health, real estate and retail industries. In the later segment, he worked most recently as a Controller at the Máquina de Vendas Group. With extensive experience of organizational and corporate restructuring, as well as ample knowledge of the accounting, financial, structured operation and internal control areas, João Aguiar has a degree in Accounting and a graduate diploma in Corporate Finance from the Federal University of Pernambuco (UFPE), with specialization courses in Business Management at the CEDEPE Business School in Pernambuco and in Tax Planning at the Brazilian Tax Planning Institute (IBPT). |
People, Management and Governance Committee
The People, Management and Governance Committee is a body supporting the board of directors intended to prepare and propose to the board of directors the compensation of our management bodies.
The People, Management and Governance Committee is a decision-making body, comprised of up to three members, of whom at least one should be an independent director, as defined in the listing rules of the Novo Mercado. The members of the People, Management and Governance Committee will be elected by the board of directors for terms of office of one year, with the possibility for reelection.
People, Management and Governance Committee Members | Election Date | End of Term | |
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May 27, 2022 | 1 year | |
Jânyo Janguiê Bezerra Diniz: Mr. Diniz received a bachelor’s degree in Mechanical Engineering, a graduate degree in Production Engineering from Universidade Federal de Pernambuco and a master‘s degree from Universidade da Amazônia. He has been the CEO of Grupo Ser Educacional since 2008, and as President of the Instituto de Pesquisa UNINASSAU. Since 2008, he has been the president of the Sindicato das Instituições de Ensino de Pernambuco (SIESPE), and since 2011 the President of the Sindicato das Instituições de Ensino Superior do Estado da Paraíba. In addition, he has been Vice-President of the Sindicato das Instituições de Ensino Superior do Estado de Alagoas, SINEPE-Superior AL, since 2017. |
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May 27, 2022 | 1 year | |
Herbert Steingberg: Mr. Steingberg has over 20 years of experience acting as an executive for large corporations and 13 years of experience as businessman and consultant. In the companies where he has worked, he was the leader in several processes of strategic repositioning of different organizations, as well as alignment processes of management and business strategies. Over the last five years, Mr. Steingberg worked as an independent director of Grupo Famastil/Taurus, AMCHAM/Brazil, Care Brasil, and Halexistar Indústrias Farmacêuticas. He performed important work with the board of directors of Banco Santander (Brasil) S.A., where he worked on Banespa privatization process, the Banco Crefisul turnaround, and a purchase performed by Deutsche Bank in the control of Bradesco. He founded his own company 14 years ago, MESA Governança Corporativa, a consultancy focused on the best practices of corporate governance, and is currently one of our independent directors. |
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May 27, 2022 | 1 year | |
Joaldo Janguiê Bezerra Diniz: Mr. Diniz holds a degree in Systems Analysis from Universidade Salgado de Oliveira, an executive MBA in Management of Higher Education Institutions from UNINASSAU and a post-graduate degree in Convergence Networks and Telecom from UFPE/FIR. He is a professional with over 20 years of nationwide experience in the Education field, and also has experience in areas such as Technology, Services, Finance, Quality and Operations and experience in multidisciplinary training and development of high-performance teams. He is a Service Executive Director at Grupo Ser Educacional, being a Co-Founder of the Group and responsible for the Company’s service areas, consisting of CSC - Centro de Serviços Compartilhados (shared services) and CRA - Central de Relacionamento com o Aluno (student relationship) departments, in addition to other departments such as Treasury, Billing, Accounts Receivable, Accounts Payable, Accounting, Fiscal, Assets, Purchases, Human Resources, IT, Supply Chain, Integration, CRA Processing and CRA Student Documentation. He was previously IT Director and Secretary of the Board of Directors of Grupo Ser Educacional. |
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May 27, 2022 | 1 year | |
Mário Bardella Junior: Mr. Junior holds a degree in Business Administration from Instituto Municipal de São Caetano do Sul, having completed an extension course in Information Systems at FEA - Universidade de São Paulo (USP). He also attending executive education programs at the University of Michigan (USA) and Harvard Business School (USA). He is a certified coach by the University of Columbia (NY-USA) and CCL - Center for Creative Leadership (Colorado, EUA). He also holds a degree in Quality Management from JUSE - Japanese Union of Scientists and Engineers (Japan). He is a professional with more than 30 years of experience in executive roles in areas such as Human Resources and Corporate Organization. Over the last five years he acted as an Independent Consultant for executive and specialized committees providing support to Boards of Directors. Prior, he was the Human Resources Vice President for Latin America at the American multinational company Newell Brands, a position he held for 12 years, being responsible for Human Resources activities and supporting for business executives in Argentina, Chile, Brazil, Colombia, Venezuela, Mexico, being headquartered in Florida (USA). He is Founder and Director of Associação Beneficente Instituto Francis (São Paulo) dedicated to human development programs. |
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May 27, 2022 | 1 year | |
Adriano Azevedo: Mr. Azevedo holds a degree in Business Administration, a post-graduate degree in Human Resources Management and a master’s degree in Business Administration. He is currently the Operational Superintendent of Grupo Ser Educacional and Dean of the Planning and Operational divisions of UNINASSAU. He has been in the education field since 2001 and part of Grupo Ser Educacional for 10 years. Previously, he was Academic and Business Director at Faculdade Baiana de Ciências and Executive Partner of Futura Consultoria. Over the last five years, he was Director of Grupo Ser Educacional’s Bahia Unit and later as Operations Officer until becoming Head of Operations. He was Head of the Bahia Unit in 2008 and Operations Officer of the Group since 2009. |
Fiscal Council
Our by-laws do not require us to have a permanent fiscal council. When instated, it will be comprised of three members and three alternatives, with a term of office until the annual general shareholders’ meeting following the election, with re-election permitted.
Members of Fiscal Council | Position | Election Date | End of Term | |
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Sitting Member | April 29, 2022 | 1 year | |
Reginaldo Ferreira Alexandre: Has a bachelor‘s degree in economics from Pontifícia Universidade Católica de São Paulo in 1981. With over fifteen years of experience as an investment analyst, organizing and managing analysis teams, he held these positions successively at Citibank, Unibanco, BBA (current Itaú-BBA) and Itaú Corretora de Valores between 1986 and 2002. He also worked as corporate credit analyst at Banco Citibank S.A. from 1983 to 1986 and as a consultant in Accenture‘s strategy area (2002) and Deloitte’s corporate finance area (May 2007 to January 2008). He currently works at ProxyCon Consultoria Empresarial, a company dedicated to consulting and services in the capital markets, finance and corporate governance areas. Reginaldo Ferreira Alexandre has also been a member of the Accounting Pronouncements Committee (CPC) - the entity which formulates Brazilian accounting standards - since its foundation in 2005. He is also a member of the Mergers and Acquisitions Committee (CAF). Reginaldo Ferreira Alexandre is a certified investment analyst (CNPI) and a securities Manager accredited by the Brazilian Securities and Exchange Commission (CVM). He is currently a sitting member of Fiscal Councils of the following publicly-held companies: (i) Aliansce Shopping Centers S.A. (elected in April 2014 and reelected in April 2015); (ii) BRF S.A. (elected in April 2015); (iii) Iochpe Maxion (elected in April 2013 and reelected in April 2014 and 2015);(iii) Paraná Banco S.A. (elected in April 2011 and reelected in April 2012, 2013, 2014 and 2015);(iii) Petrobras S.A. (elected in April 2013 and reelected in 2014 and 2015); (vi) Ser Educacional S.A. (elected in April 2015 and reelected in April 2017); (vi) Unipar Carbocloro S.A. (elected in April 2015). Alternate member in the following Fiscal Councils: (ii) Grazziotin S.A. (elected in April 2015); (ii) Indústrias Romi S.A. (elected in March 2015); (vi) SLC Agrícola (alternate; elected in April 2013 and in April 2014 and 2015). |
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Sitting Member | April 29, 2022 | 1 year | |
Fernando Eduardo Ramos dos Santos: Born on October 11, 1980, Mr. Santos holds a bachelor’s degree in Accounting from the Pontifical Catholic University of Goiás (2003) and a graduate degree in Business Management from Fundação Getúlio Vargas (2006). Mr. Santos is currently partner of BDO Auditores Independentes, where he has acted for over 15 years. He is an Auditor registered at the National Registry of Independent Auditors (CNAI), the Brazilian Central Bank (BACEN) and the Brazilian Securities and Exchange Commission (CVM). He is also member of BDO’s Technical Committee, member of the Independent Auditor’s Institute (IBRACON), member of GT 6 - Ibracon’s Technical Group of the Electricity Segment. |
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Sitting Member | April 29, 2022 | 1 year | |
Nazareno Habib Ouvidor Bichara: He holds a degree in Economics and Accounting from Universidade da Amazônia (UNAMA), a Master’s degree in Accounting and Controllership from Universidade de São Paulo (USP), and an MBA in Audit from Fundação Getulio Vargas. He is currently the CEO at the Leal Moreira Group. He was Chief Financial Officer of the Ser Educacional Group from 2009 to 2015, and Pro-Rector of Administration and Finance at Centro Universitário Maurício de Nassau (Uninassau) from 2012 to 2015. In 2013, he took office as Vice President for Private Entities of the Brazilian Institute of Finance Executives (IBEF Pernambuco). He was auditor at Ernst Young from 1993 and 1998. Between 1999 and 2002, he also acted as internal auditor at Albras Alumínio Brasileiro S.A., a company in the aluminum industry. In addition, he was executive director at Multibank between 2004 and 2006 and executive director at Diários Associados do Rio Grande do Norte e Paraíba between 2006 and 2008. |
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Alternate Member | April 29, 2022 | 1 year | |
Francisco de Assis Gomes Silva: Mr. Assis Gomes graduated in accounting sciences from Unianhanguera (Goiás) in April1998. He is a specialist in tax law from Universidade Católica de Goiás, and holds a master‘s degree in agro industrial management and production from Uniderp (Mato Grosso do Sul) (September 2008), and MBA in capital markets from the Indiana State University (August 2013), Private Wealth Management from the Wharton School-University of Pennsylvania (October 2014) and business management from the Yale School of Management (June 2011).He was a partner at the Tax Division of Arthur Andersen, Chicago LLC (USA) from January 1991 to December 1993, of EY (Brazil) from December 2006 to March 2009 and was emerging markets analyst at Salomon Brothers Inc, in Miami (USA), between January 1994 and June 1995.He is currently executive officer at Gennesys Consulting (Brazil), BRZ Capital (USA) and Miami Family Office & School (USA). |
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Alternate Members | April 29, 2022 | 1 year | |
Antônio Carlos Moreira Ventura: Mr. Ventura holds bachelor’s degrees in Economics and Accounting, both from Universidade Católica de Pernambuco (UNICAP) and an executive MBA in Business Management from FGV - Fundação Getúlio Vargas. He is a Managing Partner at ACV Consultores em Negócios Ltda. and Ventura & Figueiredo Expertises em Soluções Empresariais Ltda., providing acting as an advisory, guidance and business consultant for financial management, strategic planning, management models and corporate governance. He is member of the Board of Directors of Saraiva Equipamentos Ltda. and a finance professor at BAEX - Brasil Executive Education. He also served as Chief Financial Officer, Controller and Executive Officer for more than 35 in companies of various economic segments, such as: Grupo Fernandes Vieira, Refrescos Guararapes Ltda. (Coca-Cola Recife) and Grupo Bunge. |
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Alternate Members | April 29, 2022 | 1 year | |
Walter Luis Bernardes Albertoni: holds a bachelor‘s degree in law, graduated in 1992 from Faculdade Paulista de Direito da Pontifícia Universidade Católica de São Paulo. He is also a lawyer, inscribed in the OAB/SP under number 123283, with office at Rua Viradouro, 63/21, in the city and state of São Paulo. He holds a graduate degree in civil procedural law (PUCSP-COGEAE), in corporate law and tax law (LLM Insper, former IBMEC-SP), with more than twenty years of experience in civil, corporate and business matters. He participated in various M&A operations, as well as analyzed and prepared opinions on corporate operations relevant to the Brazilian securities market. He has worked for approximately eight years as an outsourced legal adviser for the Association of Capital Market Investors (AMEC), issuing opinions and preparing institutional manifestations in defense of the rights and interests of minority shareholders. Fiscal Council member at Petróleo Brasileiro S/A (2013-current). Alternate member of the National Financial System´s Council of Appeal (CRSFN) (2012-current). He is also a member of the Technical Body of the Mergers and Acquisitions Committee (CAF). |
Non-Statutory Audit Committee
The Audit Committee will be composed of three, elected by the Board of Directors, and the majority of its members must be independent under the terms of the applicable regulations; at least one member must be an independent director of the Company, as defined in the Novo Mercado Regulation.
Members of Non-Statutory Audit Committee | Position | Election Date | End of Term | |
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Member | 05/27/2022 | 1 ano | |
Flávio César Maia Luz: Mr. Luz has a bachelor‘s degree in Civil Engineering from USP Escola Politécnica - Universidade de São Paulo, with graduate degrees in Administration and Applied Economics from FGV - Fundação Getúlio Vargas, as well as continuing education certifications issues by institutions such as Harvard Business School, Stanford University, California University and Wharton Business School. Mr. Luz was Executive Vice-President of Duratex, Vice-President of the board of directors and executive officer of Eletropaulo and Financial and Corporate Vice-President of Cofra Latin America (C&A Group). In addition, he acts as chairman of the audit committee at Ultra S.A., member of the audit committee of Empresa de Transmissão de Energia Elétrica Paulista S.A., Senior Solution S.A. and acted as director of Light S.A. Currently he is a certified consultant of the Brazilian Institute of Corporate Governance. He is the managing partner of the consultancy Doing Business. Mr. Luz has been our independent director since 2012. |
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Member | 05/27/2022 | 1 ano | |
Francisco Muniz Barreto: Mr. Barreto has 15 years of experience in private equity and investment banking. He has a degree in Economics from the Universidade de Belgrano (Argentina)/ UNC Chapel Hill and a Master in Finance from London Business School. Since 2006, he has been the Managing Director of the São Paulo office of Cartesian, responsible for researching prospects and supervising investments in companies focused mainly in Latin America. Cartesian is a private equity fund based in New York which manages over US$2.0 billion. From 1998 to 2001, Mr. Barreto was an officer of the investment fund AIG Capital Partners do Brasil. |
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Member | 05/27/2022 | 1 ano | |
Marcelo Amaral Moraes: Graduated in economics from the Federal University of Rio de Janeiro (UFRJ) (1986-1990), he completed an MBA from COPPEAD at UFRJ in November 1993, and a postgraduate degree in Corporate Law and Arbitration from Fundação Getúlio Vargas in November 2003. He is an Effective Member Of the Fiscal Council of Vale SA (since 2004), where he also held the position of Alternate Member of the Board of Directors (2003), is Chairman of the Fiscal Council of Aceco TI S.A. and member of the Board of Directors of Eternit S.A. His main professional experiences in the last 5 years include: (i) Executive Officer of Stratus Investimentos Ltda. (from 2006 to 2010), private equity manager; (ii) Executive Officer of Capital Dynamics Investimentos Ltda. (from 2012 to 2015), private equity manager; and (iii) Observer Member of the Board of Directors of Infinity Bio-Energy S.A. (from 2011 to 2012). None of these companies are part of CPFL Energia‘s economic group, nor is it controlled by a shareholder holding more than 5% of the common shares of CPFL Energia. On April 29, 2021, he was elected to Ser Educacional‘s non-statutory Audit Committee for a one-year term. |
Innovation Committee
The Innovation Committee was created to support the Board of Directors of the SER Educacional Group, and its general purpose is to support the Board in decision-making on these topics, so that Innovation is embedded into the Group‘s strategy and way of operating on a permanent basis.
The Committee reports to the Board of Directors, and shall act under the guidance of the same, and shall be governed by the regulations set forth in the Internal Regulations of the Innovation Committee.
The Committee shall be composed of three (03) members appointed by the Board of Directors, observing, in its composition, an independent member of the Board of Directors. The members of the Committee shall be elected for a unified term of office of one (1) year, with reelection allowed.
Members of the Innovation Committee | Position | Election Date | End of Term | |
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Committee Chairman | May 27, 2022 | 1 year | |
Sidney Levy: Mr. Levy holds a degree in Production Engineering from Universidade Federal do Rio de Janeiro (UFRJ), a master’s degree in Engineering from the Post-Graduate Engineering Program of COPPE-RJ and a specialist degree in Business Administration from the Institute of Management Development in Lausanne, Switzerland. He worked at Casa da Moeda do Brasil, from 1976 to 1981 and Thomas de La Rue Brasil, from 1981 to 1991. From 1992 to 1994, Mr. Levy was CEO of DLR Lerchundi in Spain. He was also CEO of the American Chamber of Commerce-Rio, from 2005 to 2007, and CEO of Ser Educacional from February 1994 until May 2011. He has been a member of the Board of Directors of Valid since May 2011 and member of the Board of Director of Instituto Hermes Pardini since 2017. |
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Vice President of the Committee | May 27, 2022 | 1 year | |
Jânyo Janguiê Bezerra Diniz: Mr. Diniz received a bachelor’s degree in Mechanical Engineering, a graduate degree in Production Engineering from Universidade Federal de Pernambuco and a master‘s degree from Universidade da Amazônia. He has been the CEO of Grupo Ser Educacional since 2008, and as President of the Instituto de Pesquisa UNINASSAU. Since 2008, he has been the president of the Sindicato das Instituições de Ensino de Pernambuco (SIESPE), and since 2011 the President of the Sindicato das Instituições de Ensino Superior do Estado da Paraíba. In addition, he has been Vice-President of the Sindicato das Instituições de Ensino Superior do Estado de Alagoas, SINEPE-Superior AL, since 2017. |
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Committee Member (Effective) | May 27, 2022 | 1 year | |
Joaldo Janguiê Bezerra Diniz: Mr. Diniz holds a degree in Systems Analysis from Universidade Salgado de Oliveira, an executive MBA in Management of Higher Education Institutions from UNINASSAU and a post-graduate degree in Convergence Networks and Telecom from UFPE/FIR. He is a professional with over 20 years of nationwide experience in the Education field, and also has experience in areas such as Technology, Services, Finance, Quality and Operations and experience in multidisciplinary training and development of high-performance teams. He is a Service Executive Director at Grupo Ser Educacional, being a Co-Founder of the Group and responsible for the Company’s service areas, consisting of CSC - Centro de Serviços Compartilhados (shared services) and CRA - Central de Relacionamento com o Aluno (student relationship) departments, in addition to other departments such as Treasury, Billing, Accounts Receivable, Accounts Payable, Accounting, Fiscal, Assets, Purchases, Human Resources, IT, Supply Chain, Integration, CRA Processing and CRA Student Documentation. He was previously IT Director and Secretary of the Board of Directors of Grupo Ser Educacional. |
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