Overview - Magazine Luiza | Investor Relations

Magalu’s operations are built on a solid corporate governance framework, guided by the pillars of transparency, fairness, accountability, and corporate responsibility. These principles drive the company’s strategic and operational decisions, ensuring alignment with the interests of its stakeholders and reinforcing its commitment to sustainable value creation.

The formalization of these practices began in 1992 with the launch of the company’s first Code of Ethics and Conduct, marking a key milestone in the development of its governance model. In the following decade, Magalu took significant steps forward with the entry of minority shareholders and preparations for its IPO. In 2011, the company joined B3’s Novo Mercado, committing to governance standards that exceed legal requirements and safeguard shareholders’ rights.

Between 2011 and 2012, governance was further strengthened through the creation of the Finance Committee and the formal establishment of the Fiscal Council. In 2013, Magalu initiated a succession plan for its top executives, which led to key leadership changes in 2016. At that time, Luiza Helena Trajano became Chair of the Board of Directors, Marcelo Silva was appointed Vice Chair, and Frederico Trajano took over as CEO — marking the beginning of a new chapter in the company’s history.

Today, the Board of Directors is supported by four specialized committees:

Audit, Risk, and Compliance Committee (CARC): Oversees financial reporting, regulatory compliance, and corporate risk management;
Finance and Consumer Credit Committee (COFIC): Responsible for financial planning, credit policies, and monitoring financial risks;
People and Organizational Culture Committee (COPES): Focuses on people management, compensation policies, and preservation of cultural values;
Strategy and Innovation Committee (COE): Defines long-term strategies, drives digital transformation, and approves strategic initiatives such as acquisitions.

Since 2023, 100% of new suppliers have undergone integrity checks, and all employees have been trained on anti-corruption policies. These initiatives reinforce Magalu’s commitment to ethics and transparency, establishing the company as a governance benchmark in the Brazilian market.

his governance structure — with its councils and committees — ensures independence, oversight, and diversity of thought in managing the business. Magalu remains steadfast in its pursuit of excellence, standing out as a company committed to sustainable development and long-term value creation.

Practices

General Shareholders’ Meeting

In addition to the duties established by the Brazilian Corporation Law, the General Shareholders’ Meeting plays a key role in Magalu’s corporate governance. Its responsibilities include the election and dismissal of members of the Board of Directors and the Fiscal Council, the approval of the annual overall compensation for Board and Executive Committee members, and the decision on the allocation of net income and distribution of dividends.

The General Meeting is also responsible for strategic decisions that directly affect the Company, such as amendments to the Bylaws, capital increases or reductions beyond authorized limits, and transactions involving mergers, spin-offs, transformations, or share incorporations. Other duties include approving the distribution of dividends above the mandatory minimum, and deliberating on the redemption, amortization, stock splits or reverse splits, and other securities issued by the company.

To ensure independence, oversight, and transparency, the General Meeting is supported by a Board of Directors aligned with best governance practices and a strong supporting structure that includes specialized committees. Magalu also has performance evaluation mechanisms for its boards and committees, fostering greater alignment with the interests of its shareholders.