Board of Directors
The Wilson Sons Board of Directors is comprised of professionals with solid experience in different fields and focuses on promoting long-term returns to shareholders. The Board’s responsibility is to define the Company strategy and bring independent judgement on issues of performance and risk, while supervising the actions of Executive Officers through approval of projects and assessment of results. Additionally, the Board approves each of the quarterly and full-year financial results and dividend announcements.
Company bylaws allow for the formation of the Board of Directors, composed of at least five members, with terms of office of up to three years, with the right to re-election. Currently, there is one independent director within a total of seven directors, all of which have been appointed for term ending at the Annual General Meeting of 2019. Board meetings are conducted once every three months, and extraordinarily when convened by any member of the Board.
The number of meetings of the Company’s Board of Directors and of each board committee held during the year, and the number of meetings attended by each Director is presented in the table on below:
|NAME||POSITION||DATE OF ELECTION||TERM OF OFFICE|
|José Francisco Gouvêa Viera||Chairman||27/04/2017||AGM of 2019|
|William Henry Salomon||Deputy Chairman||27/04/2017||AGM of 2019|
|Cezar Baião||Director||27/04/2017||AGM of 2019|
|Fernando Salek||Director||26/04/2018||AGM of 2019|
|Claudio Marote||Director||27/04/2017||AGM of 2019|
|Andrés Rozental||Director||27/04/2017||AGM of 2019|
|Cláudio Frischtak||Independent Director||27/04/2017||AGM of 2019|
José Francisco Gouvêa Vieira
Mr. Gouvea Vieira received a Law Degree from the Catholic University of Rio de Janeiro in 1972. He holds a Masters degree in Law from Columbia University, New York (1978). He has been a Partner with Gouvea Vieira Advogados since 1971 and has been with the Company since 1991. He has served as Chairman of the Board (2011) and Director of Wilson, Sons de Administração e Comércio (1992), Ocean Wilsons Holdings Limited (1997) and of Ocean Wilsons (Investments) Limited (1997). He is member of the Board of Directors of various companies, including Banco PSA Finance Brasil S.A. (1999), PSA Finance S.A. Arrendamento Mercantil (1999), Concremat – Engenharia e Tecnologia S.A (2008) and Cetip Educational (2008). He was a member of the Corporate Governance Committee of the American Chamber of Commerce – Sao Paulo (2005) and honorary consul to the Kingdom of Morocco in Rio de Janeiro (2007).
William Henry Salomon
Mr William Henry Salomon Graduated in Law from Magdalene College Cambridge as an undergraduate and postgraduate and then qualified at the English Bar. He was Managing Director of Finsbury Asset Management and Chairman of Rea Brothers. When Close Brothers acquired Rea Brothers Group he became Deputy Chairman of the investment division. In 1999 Mr Salomon established Hansa Capital, where he is the Senior Partner. He is a Director of various UK listed companies as well as Director of Hansa Trust PLC and Hanseatic Asset Management LBG. In addition Mr Salomon is Deputy Chairman of Ocean Wilsons Holdings Limited (OWH), the company which holds the controlling interest in Wilson Sons.
Mr.Cezar Baião graduated in Economics from the Catholic University of Rio de Janeiro (PUC/RJ). Having joined Wilson Sons in 1994 as CFO, he currently acts as the CEO of operations in Brazil. From 1982 to 1989, he served as Money Market Manager at JP Morgan and also as Finance Director of Grupo Lachmann Agência Marítima, between 1989 and 1994. He is a member of the board of directors of the Brazilian Association of Public-Use Container Terminals (Abratec).Mr. Baião is also member of the Oil & Gas production Committee at the São Paulo Industry Federation (COMPETRO – FIESP) and Business Counsellor of Infrastructure at the Rio de Janeiro Industry Federation (FIRJAN).
Mr. Salek is an economist educated at PUC-Rio specialising in Corporate Finance, International Finance and Marketing. He has solid experience in leadership roles for capital-intensive companies. In his last position, he served as BG Group Finance Vice President in Brazil where he was responsible for the areas of Planning and Budgeting, Accounting including Audit, Risk Management, Tax and IT. Previously, Salek worked at BHP Billiton, where for five years he served as Vice President of Corporate Finance in Netherlands and subsequently in the Britain.
Mr. Marote earned a law degree from Faculty of Law of Curitiba (FDC). He also holds diplomas from the following institutions: International Maritime Law from Lloyds of London, England; Executive Development Programme of the Kellogg Institute from Northwestern University, Evanston, Illinois, U.S.A.; Structures and Economic Systems – FDC, Paraná; and in Brazilian Policies and Strategies from the Association of Graduates of the Higher War College, in Santos, São Paulo. He joined the Company in 1964 and has held various executive positions, from branch manager to regional director, to superintendent-director. He began his professional career in 1956 at Agência Marítima Intermares Ltda., a subsidiary of the Bunge Born Group. He is currently a Director of the Company and a Partner at CMMR – Intermediacao Commercial Ltda.
Mr. Rozental has a Bachelor Degree in International Relations from the University of the Americas in Mexico, and a MSc. in International Economics from the University of Pennsylvania. He was a career diplomat for more than 35 years with the Mexican Foreign Ministry holding a number of senior diplomatic posts. He is the author of four books on Mexican foreign policy and of numerous articles on international affairs. He founded his own consultancy firm, Rozental & Asociados that works with major multinational corporations on their Latin American strategies. Currently, he is Chairman of the Board of Directors of ArcelorMittal Mexico and is an Independent Director with Ocean Wilsons Holdings and Director of Wilson Sons. He is a member of the Board of HSBC Bank in Mexico and serves as an advisor to Airbus de México, Toyota de México, Brookfield Asset management and APCO Worldwide in Washington. He is a member of the Trilateral Commission, a Senior Policy Advisor at Chatham House (London) and a Board member of Canada’s Center for International Governance Innovation.
Mr. Claudio Frischtak is the head of Inter.B – Consultoria Internacional de Negócios, a financial and economic consulting firm based in Rio de Janeiro, Brazil, Country Director for Mozambique of the International Growth Center (London School of Economics and University of Oxford), and a member of the TT-20 Group of the Brookings Institution. Mr. Frischtak was formerly a Principal Economist at the World Bank where he worked from 1984 to 1991. Mr. Frischtak’s graduate work in economics was undertaken at the University of Campinas, Brazil and at Stanford University (1980-84). While at the World Bank he was an Adjunct Professor at the Department of Economics at Georgetown University (1987-1990). He has published over 100 academic papers and books, and has worked extensively on issues related to infrastructure, industrial and regulatory policy, innovation, and international.