CETIP 
By cetip
Rio de Janeiro May 10, 2013
Dear Shareholders,
CETIP S.A. - Mercados Organizados ("Cetip" or "Company") (BM&FBOVESPA: CTIP3) hereby presents the following Management Proposals relating to the matters included in the agenda of the Extraordinary General Meeting to be held on May 27, 2013, as follows:
At a meeting of the Board of Directors held on May 8, 2013, was approved the appointment of Mr. Alexsandro Broedel Lopes for the position of member of the Board of Directors, replacing Mr. Luis Otávio Matias , who resigned on March 13, 2013, and the Board has authorized forwarding this indication for approval of the shareholders at the Extraordinary General Meeting.
We clarify that, in accordance with statutory provisions, the above candidate, if elected, shall hold term of office for the remainder term office of the substituted, which will end on April 17, 2014.
Attached hereto, in accordance to CVM Instruction No 480 of December 17 2009, items 12.6 to 12.10 of the Reference Form, including further information regarding the candidate of Board Member along with information on the other members that compose the Board of Directors, in compliance with the terms of Instruction CVM 480, of December 7, 2009, are presented in ANNEX I.
Copies of the documents to be discussed at the Extraordinary General Meeting, including those required by CVM Instruction 481/2009 will be available to the shareholders at Cetip's headquarters, located at Avenida República do Chile, n.º 230, 11th floor, Rio de Janeiro, at its branch, located at the at Av. Brigadeiro Faria Lima, nº 1663, 1º andar, Jardim Paulistano, São Paulo, on its investor relations website (www.cetip.com.br/ir), as well as on the websites of Brazilian Securities and Exchange Commission -
CVM (www.cvm.gov.br) and the BM&FBOVESPA (www.bmfbovespa.com.br).
Francisco Carlos Gomes
Name | Age | Profession | CPF (Social Security)/ Passaport | Post | Election Date | Possession Date | Mandate Period | Other Positions/ Functions Exercised | Elected by the Controller |
Edgar da Silva Ramos | 64 years | Economist | 156.899.567- 91 | President / Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | President of the Management, Remuneration and Clearing Services Management Committees | No |
David Scott Goone | 52 years | Accountant | 454657165 | Vice-President | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Management and Remuneration Committees | No |
Roberto de Jesus Paris | 40 years | Banker | 106.943.838- 30 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Pricing Committee | No |
Pedro Paulo Mollo Neto | 42 years | Economist | 125.968.388- 50 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | None | No |
Gilson Finkelsztain | 40 years | Production Engineer | 012.032.457- 18 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Pricing Committee | No |
Robert Taitt Slaymaker | 61 years | Administrator | 207284237 | Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Pricing Committee | No |
Ary Oswaldo Mattos Filho | 73 years | Lawyer | 120.931.148- 87 | Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Pricing Committee | No |
Alkimar Ribeiro Moura | 71 years | Economist | 031.077.288- 53 | Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Member of the Remuneration and Clearing Services Management Committees | No |
João Carlos Ribeiro | 72 years | Lawyer | 000.559.999- 72 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | None | No |
Alexsandro Broedel Lopes | 38 years | Accountant | 031.212.717- 09 | Member | (*) | (*) | April 17, 2014 | None | No |
(*) Candidate will be subject to election in the Extraordinary General Meeting
The Company's Fiscal Council has not been instated, as the Company's Audit Committee operates non- permanently. It may be instated by resolution of the Shareholders Meeting or at the request of shareholders, in the events contemplated by law.
12.7 MEMBER OF STATUTORY, AUDIT, RISK, FINANCIAL AND COMPENSATION COMMITTEES Management CommitteeName | Age | Profession | CPF (Social Security)/ Passaport | Post | Election Date | Possessio n Date | Mandate Period | Other Positions/ Functions Exercised | Elected by the Controller |
Edgar da Silva Ramos | 64 years | Economist | 156.899.567- 91 | President | April 17, 2012 | May 08, 2012 | 2 years from the election | Board President and Independent Member | No |
David Scott Goone | 52 years | Accountant | 454657165 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Vice- President | No |
Francisco Carlos Gomes | 58 years | Administrator | 949.862.078- 49 | Member | May 09, 2012 | May 09, 2012 | 3 years from the election | VP Corporate, Financial and Investor Relations Chief Executive Officer | No |
Roberto Dagnoni | 35 years | Accountant | 920.122.489- 34 | Member | May 09, 2012 | May 09, 2012 | 3 years from the election | VP GRV Business Unit Officer / New Business Executive Officer | No |
Name | Age | Profession | CPF (Social Security)/ Passaport | Post | Election Date | Possession Date | Mandate Period | Other Positions/ Functions Exercised | Elected by the Controller |
Edgar da Silva Ramos | 64 years | Economist | 156.899.567- 91 | President | April 17, 2012 | May 08, 2012 | 2 years from the election | Board President and Independent Member | No |
David Scott Goone | 52 years | Accountant | 454657165 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Vice- President | No |
Alkimar Ribeiro Moura | 71 years | Economist | 031.077.288- 53 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Independent Member | No |
Name | Age | Profession | CPF (Social Security)/ Passaport | Post | Election Date | Possession Date | Mandate Period | Other Positions/ Functions Exercised | Elected by the Controller |
Edgar da Silva Ramos | 64 years | Economist | 156.899.567- 91 | President | April 17, 2012 | May 08, 2012 | 2 years from the election | Board President and Independent Member | No |
Alkimar Ribeiro Moura | 71 years | Economist | 031.077.288- 53 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Independent Member | No |
Francisco Carlos Gomes | 58 years | Administrator | 949.862.078- 49 | Member | May 09, 2012 | May 09, 2012 | 3 years from the election | VP Corporate, Financial and Investor Relations Chief | No |
Executive Officer | |||||||||
Joaquim Kiyoshi Kavakama | 53 years | Electrician Engineer | 013.782.508- 00 | Member - CIP | June 23, 2009 | June 23, 2009 | N.A. | N.A. | No |
Name | Age | Profession | CPF (Social Security)/ Passaport | Post | Election Date | Possession Date | Mandate Period | Other Positions/ Functions Exercised | Elected by the Controller |
Robert Taitt Slaymaker | 61 years | Administrator | 207284237 | Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Independent Member | No |
Ary Oswaldo Mattos Filho | 73 years | Lawyer | 120.931.148- 87 | Independent Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Independent Member | No |
Gilson Finkelsztain | 40 years | Production Engineer | 012.032.457- 18 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Member | No |
Roberto de Jesus Paris | 40 years | Banker | 106.943.838- 30 | Member | April 17, 2012 | May 08, 2012 | 2 years from the election | Board Member | No |
Given the amendments to the Company's Bylaws recently approved by the shareholders at the Extraordinary General Meeting held on April 18, 2013, the Independent Board Members Nommination Committee currently is not installed.
Auditing CommitteeGiven the amendments to the Company's Bylaws recently approved by the shareholders at the Extraordinary General Meeting held on April 18, 2013 and the fact that Article 104 of the Bylaws provide that the installation of the Audit Committee will only be mandatory as from the Ordinary General Meeting to be held in 2014. The committee mentioned above is not installed
12.8. IN RELATION TO EACH MANAGER AND MEMBER OF THE FISCAL COUNCILa. Resumes of the members of the Company's Board of Directors
Members of the Board of Directors: Edgar da Silva Ramos. Mr. Ramos holds a bachelor's degree from Rio de Janeiro Federal University
and a graduate degree in Capital Markets from the Getúlio Vargas Foundation (Rio de Janeiro). He began his professional career in 1971 as a fixed income trader at M. Marcello Leite Barbosa CCVM and worked at Banco Marka and the brokerage house Nei Carvalho. He was a Managing Partner at Stock DTVM, Patente Corretora and Lecca DTVM. In 1987, he founded Senior DTVM (currently Ágora CTVM S.A.). He holds several positions at stock exchanges and other organizations, including: Chairman of CETIP - Câmara de Custódia e Liquidação, named as a sitting member by CETIP's associates and also serving as Chief Executive Officer in 2008, Chairman of PREVIMA - Market Institutions Private Pension Fund (since 1995), Vice-Chairman of ANDIMA - National Association of Financial Market Institutions (from 2000 to 2005), member of the Board of Directors of the Rio de Janeiro Stock Exchange (BVRJ) (since 2002), member of the board of the National Confederation of Financial Institutions (CNF) (from
2000 to 2005), the Brazilian Mercantile and Futures Exchange (BM&F) (from 1995 and 2002) and the
Santos Stock Exchange (from 1998 to 2000). Mr. Ramos was reelected as President of the Company's
Board of Directors, playing also the role of Independent Member of the Board of Directors on April 17,
2012.
17, 2012.
Robert Taitt Slaymaker. Chairman of the Board of Directors of BondDesk, a leading company in alternative trading systems of fixed income securities in the United States. Between 2004 and 2007, Mr. Slaymaker was Chief Executive Officer of BondDesk. He has also held several positions at Bank of America for thirty years, including Executive Director, Director of Fixed Income Sales, Chairman of the Board of BankAmerica Securities, and Director of Operations of Bank of America Securities, where he established and led the securities infrastructure division of a subsidiary of Bank of America. Mr. Slaymaker was elected as a member of the Company's Board of Directors on May 8, 2009 and was reelected as an Independent Member of the Company's Board of Directors on April 17, 2012. Pedro Paulo Mollo Neto. Mr. Mollo has a degree in economics from FAAP (1993). He began his career as an intern at Nossa Caixa in 1988. In 1989 he began as a trainee in the General Information department of Metrobanco S.A. That same year, also as a trainee, he began his career at Banco Votorantim S.A., where he worked in the Settlement, Accounting, General Information, Systems, Fixed Income Operations, Credit, and Futures and Exchanges divisions. Mr. Neto is currently the Executive Director of Treasury, International and Capital Market divisions at Banco Votorantim S.A. He holds several positions at stock exchanges and other organizations, including: member of the Monetary Policy Committee of ANDIMA, member of the Operating and Ethics Committee of ANDIMA, member of the Marketable Securities Committee of ANDIMA and member of the Treasury Operations Commission of FEBRABAN. Mr. Pedro was elected as a member of the Company's Board of Directors on May 8, 2009 and was reelected as a Member of the Company's Board of Directors on April 17, 2012. Gilson Finkelsztain. Mr. Finkelsztein holds a degree in Production Engineering from the Pontifical Catholic University (PUC) in Rio de Janeiro (1994), a specialization course in Emerging Markets Training Center/Citicorp in Ft. Lauderdale, Florida (1998), and participated in the Advanced Management Program at INSEAD, France (2011). Since 1995, he has worked in major international financial institutions such as J.P.Morgan Chase / J.P. Morgan and Citibank, where he had important positions, serving as executive and senior management, always related to derivatives, foreign exchange and fixed income. Between2010 and 2011, he was the fixed income officer of Bank of America Merrill Lynch, responsible for reorganizing the area of exchange derivatives sales, interest and commodities and fixed income distribution in Brazil. Mr. Gilson Finkelsztain joined Banco Santander Brasil in March 2011, as the officer responsible for clients treasury, leading the sales of exchange and fixed income products for institutional, corporate and retail clients. In addition, he leads the areas of structuring, management and coordination of approval processes for derivative products in fixed income and foreign exchange. Mr. Gilson was elected as a member of the Company's Board of Directors on September 12, 2011 and was reelected as a Member of the Company's Board of Directors on April 17, 2012.
David Scott Goone. David Scott Goone is the current Strategy Officer and Senior Vice-President of Intercontinental Exchange (ICE), one of the major operators of global stock exchanges of futures, clearinghouses and over-the-counter markets, which holds 12.39% of the Company's capital stock. Mr. Goone joined ICE in 2001 and is responsible for expanding its line of products, including futures and OTC market products, as well as trading capabilities for the Company's electronic platform. He is also responsible for global sales and market data organization. Prior to joining Intercontinental Exchange, Mr. Goone served as Product and Sales Development Officer for CME, responsible for the whole product line. From 1989 to 1992, he took the position as Indosuez Carr Futures' vice-president, developing institutional and corporate business. He has also worked at Chase Manhattan Bank, developing and managing the operations of exchange-traded currency options. Mr. Goone has more than 20 years of experience in the currency market and futures trading. He is an expert in strategy, products and development and sales of products such as electronic platforms and global financial markets. David is also an officer in National Futures Association and has a position in its finances committee. He also holds positions on the boards of ICE Futures Canada and ICE Clear Canada. He is a member of the Bourse Partners II advisory committee. He graduated in Accounting for the University of Illinois at
UrbanaChampaign in 1983. Mr. David was elected as a member of the Company's Board of Directors on
September 12, 2011 and was reelected as Vice President of the Company's Board of Directors on April
17, 2012.
2010. Mr. Ribeiro was elected as a Member of the Company's Board of Directors on April 17, 2012.
New Appointments to the Board of Directors: Alexsandro Broedel Lopes. Mr Lopes holds a bachelor's degree in Accounting and Law from São Paulo University, Doctor of Controlling and Accounting, a PhD in Accounting and Finance from Manchester Business School. He was Director of CVM - Brazilian Securities Commission, being responsible for the process of adoption of international accounting standards in the Brazilian capital market among other activities, member of the BM&FBovespa's Audit Committee and Consultant at Mattos Filho Advogados. Taught at EAESP-FGV, Manchester Business School and London School of Economics. Has several technical books and articles published in Brazil and abroad. Currently is responsible for the Financial Control Management of Itaú-Unibanco, being responsible for the management accounting of the financial statements of Itaú Unibanco Holding S.A. and other companies of the conglomerate. He is a member of the Accounting Standards Advisory Forum (ASAF), International Accounting Standards Board (IASB), Professor of FEA-USP and Guest Professor at the Law School at USP. He is candidate to election for the position as Independent Member of the Company's Board of Directors.Company's Fiscal Council is not instated, as the Company's Audit Committee operates non-permanently. It may be instated by resolution of the Shareholders Meeting or at the request of shareholders, in the events contemplated by law.
b. Legal and administrative convictions (including criminal) involving managers and members of the fiscal council:
All of the Company's managers declared, under the penalties established by law and for all legal purposes, that in the last 5 years they have not been subject to the effects of any criminal conviction, conviction or application of penalties in an administrative process of the CVM and no convictions in
appeal, neither the legal or administrative, that suspends of impedes them from practices any professional or commercial activity.
a. company managers
There is no type of marriage, stable union or familial relationship up to the second degree between the
Company's managers.
b. company managers and managers of direct or indirect subsidiaries
There is no type of marriage, stable union or familial relationship up to the second degree between the
Company's managers and the managers of direct or indirect subsidiaries.
c. company managers or its direct or indirect subsidiaries and direct or indirect parent companies
The Company has not had a controlling group, direct or indirect, since its constitution.
d. company managers and managers of direct or indirect parent companies
The Company does not have a controlling group, direct or indirect, since its constitution.
12.10. SUBORDINATION, SERVICE PROVISION OR CONTROL MAINTAINED, IN THE LAST 3 FISCAL YEARS, BETWEEN COMPANY MANAGERS:a. direct or indirect subsidiaries controlled by the Company
There is no level of subordination, service provision or control between the Company's managers and the managers of direct or indirect subsidiaries.
b. direct or indirect controlling group of Company
The Company does not have a controlling group, direct or indirect, since its constitution.
c. supplier, client, borrower or creditor of the Company, its subsidiaries or parent companies, or the subsidiaries of any of these persons, if relevant
Due to the nature of the Company's market, some of the members of our board of directors are managers of some of our main clients, such as banks Itaú Unibanco, Bradesco, Santander and Votorantim, as per information in item 12.8.a, above.
Mr. David Scott Goone is the current Strategy Officer and Senior Vice-President of Intercontinental
Exchange (ICE), owner of 12.2% of the Company's capital stock.
Mr. João Carlos Ribeiro owns 3.4% of the Company's capital stock and is one of its creditors due to the existence of a remaining installment to be paid by Cetip from the GRV Solutions acquisition, Company which Mr. João was one of the partners.
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