We are managed by a Board of Directors. Our by-laws provide that our Board of Directors will consist of a minimum of eight and a maximum of fourteen regular directors and a like or lesser number of alternate directors. Our directors are elected for three-year terms by a majority vote of our shareholders at a general ordinary shareholders’ meeting and may be reelected indefinitely.
Currently our Board of directors is composed of twelve regular directors and three alternate directors. Alternate directors will be summoned to exercise their functions in case of absence, vacancy or death of a regular director or until a new director is designated.
The table below shows information about our regular directors and alternate directors:
|NAME||DATE OF BIRTH||POSITION||DATE OF DESIGNATION IN CURRENT POSITION||MATURITY DATE OF THE MANDATE (1)||HELD SINCE|
| Eduardo S. Elsztain||01/26/1960||Chairman||2021||2024||1991|
Mr. Eduardo S. Elsztain has been engaged in the real estate business for more than thirty years. He is the Chairman of the Board of Directors of Cresud S.A.C.I.F. y A., Banco Hipotecario S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., Austral Gold Ltd. and Consultores Assets Management S.A., among other companies. He also Chairs Fundación IRSA, is a member of the World Economic Forum, the Council of the Americas, the Group of Fifty and the Argentine Business Association (AEA), among others. He is co-founder of Endeavor Argentina and serves as Vice President of the World Jewish Congress.
| Saúl Zang||12/30/1945||First Vice-Chairman||2021||2024||1994|
Mr. Zang holds a law degree from the Universidad de Buenos Aires. He is a member of the International Bar Association and of the Interamerican Federation of Lawyers. He is a founding partner of Zang, Bergel & Viñes Law Firm. Mr. Zang is Vice-Chairman of Cresud, Consultores Assets Management S.A. and other companies such as Fibesa S.A. and Chairman at Puerto Retiro S.A. He is also director of Banco Hipotecario S.A., BrasilAgro Companhia Brasileira de Propriedades Agrícolas Ltda., BACS Banco de Crédito & Securitización S.A., Nuevas Fronteras S.A., and Palermo Invest S.A., among other companies.
| Alejandro G. Elsztain||03/31/1966||Second Vice-Chairman||2022||2025||2001|
Mr. Alejandro Gustavo Elsztain holds an agricultural engineer degree from the Universidad de Buenos Aires. He completed the Advanced Management Program at Harvard Business School. He is currently serving as Vice-President II and CEO of Cresud, and Vice President of Fibesa S.A., Nuevas Fronteras S.A. and Hoteles Argentinos S.A.U. He is also director of BrasilAgro, a Brazilian agricultural company FYO and Agrofy. He is also the president of Fundación Hillel Argentina.
| Fernando A. Elsztain||01/04/1961||Regular Director||2023||2026||1999|
Mr. Fernando Adrián Elsztain holds an architecture degree from Universidad de Buenos Aires. He has been engaged in the real estate business as a consultant and as managing officer of a real estate company. He is Chairman of the Board of Directors of Palermo Invest S.A. and Nuevas Fronteras S.A. He is also a director of Cresud, Hoteles Argentinos S.A.U. and Llao Llao Resorts S.A., and an alternate director of Puerto Retiro S.A.
| David Williams||12/07/1955||Regular Director||2022||2025||2005|
Mr. Williams holds a bachelor’s degree in business administration from Tufts University and a law degree from Georgetown University School of Law. He has focused on cross-border corporate transactions in Latin America for more than 25 years. He specializes in mergers and acquisitions, corporate and project finance, restructuring, corporate governance, and other complex corporate matters.
| Mauricio Wior||10/23/1956||Regular Director||2021||2024||2006|
Mr. Wior holds bachelor’s degrees in economics and accounting, and a master’s degree in finance from Tel Aviv University. Mr. Wior is currently a member of the board of directors of Banco Hipotecario S.A. and Chaiman in BHN Vida Sociedad de Inversión S.A. He has held positions at Bellsouth where he was Vice President for Latin America from 1995 to 2004. Mr. Wior was also Chief Executive Officer of Movicom Bellsouth from 1991 to 2004. In addition, he led the operations of various cellular phone companies in Uruguay, Chile, Peru, Ecuador and Venezuela. He was president of the Asociación Latinoamericana de Celulares (ALCACEL), American Chamber of Commerce in Argentina, and the Israeli Argentine Chamber of Commerce. He was director of Instituto para el Desarrollo Empresarial de la Argentina (IDEA), Fundación de Investigaciones Económicas Latinoamericanas (FIEL) and Tzedaka. He was also Director of GCDI S.A. (formerly TGLT S.A.), Chairman of Shufersal Israel and Vice Chairman of Cellcom Israel.
| Daniel Ricardo Elsztain||12/22/1972||Regular Director||2023||2026||2007|
Mr. Daniel Ricardo Elsztain holds a degree in economic sciences from Universidad Torcuato Di Tella and a master’s degree in business administration from Universidad Austral IAE. He previously held the position of Commercial and Marketing Manager and has been in charge of the real estate investments in New York between 2008 and 2011 and he has been the Company Executive Officer of IRSA Propiedades Comerciales S.A. He is also Chairman of Entertainment Holdings S.A., Entretenimiento Universal S.A., Boulevard Norte S.A. and Ogden Argentina S.A., as well as regular director of Nuevo Puerto Santa Fe S.A., and Panamerican Mall S.A., among other companies.
| Maria Julia Bearzi||11/15/1975||Regular Director||2022||2025||2019|
Ms. Bearzi holds a degree in business administration from the Universidad Nacional de La Plata. She has more than 15 years of experience working for entrepreneurial development at the Endeavor Foundation. She was responsible for institutional development and since 2016 she has been the Executive Director of this organization. In addition, for three years she was an associate professor of entrepreneurial development at the UMET (Universidad Metropolitana para la Educación y el Trabajo). She led the Entrepreneurship by Endeavor program at the Universidad Catolica Argentina and the UTDT Factory entrepreneurial training course at Universidad Torcuato Di Tella.
| Oscar Pedro Bergotto||07/19/1943||Regular Director||2023||2026||2019|
Mr. Bergotto has worked as auditor at the Banco de la Nación Argentina and CFO in Isaac Elsztain e Hijos SCA. Between 1987 and 2008 he worked as treasurer of IRSA Inversiones y Representaciones S.A.
| Liliana Luisa de Nadai||01/11/1959||Regular Director||2022||2025||2019|
Ms. De Nadai holds an accounting degree from the Universidad de Buenos Aires. Since 2003, she has advised various companies such as banks, accounting, tax and money laundering prevention consultants. Throughout her career, she has completed several professional practice courses at the Professional Council of Economic Sciences of the City of Buenos Aires.
| Ben Iosef Elsztain||01/16/1997||Regular Director||2021||2024||2021|
Mr. Ben Iosef Elsztain studied social media at ORT Technical School. He founded and was Commercial Manager of Torch Argentina until 2017. He worked for a year in search and selection of entrepreneurs for Endeavor Argentina. He is also a director of Soluciones de Seguridad Vial S.A. as representative of the Israeli Mobileye and a member of the board of directors of Turismocity, one of the largest travel buyers in Latin America.
| Nicolás Bendersky||04/21/1983||Regular Director||2023||2026||2022|
Mr. Bendersky has a degree in Economics and a Master's degree in Finance from CEMA University. He began his career in 2001 in the Corporate Finance department at IRSA and CRESUD and between 2004 and 2014, he held various positions at Consultores Asset Management where he currently serves as CIO. Between 2015 and 2021, he had been member of the board of numerous leading public and private companies in Israel and is currently a regular member of the Board of Directors of CRESUD
| Gabriel A. G. Reznik||11/18/1958||Alternate Director||2022||2025||2019|
Mr. Reznik holds a civil engineering degree from Universidad de Buenos Aires. He worked for us from 1992 until May 2005, when he resigned. He had previously worked for an independent construction company in Argentina. He is a director of Banco Hipotecario and alternate director in Cresud.
| Iair Elsztain ||03/05/1995||Alternate Director||2023||2026||2020|
Mr. Elsztain is currently studying for a degree in industrial engineering at the UADE Faculty of Engineering. He previously served as general manager at Iaacob House Hostel, he is currently working on the Israel Startup Experience (ISE) Entrepreneurship Project, which offers travel for young people to Israel. He has also interned at Olive Tree Venture Capital (Tel Aviv), an investment fund dedicated to companies in the technology and healthcare industry.
| Oscar Marcos Barylka||06/29/1945||Alternate Director||2022||2024||2022|
Mr. Barylka graduated in Commercial Activities from Colegio Gral. San Martín. Mr. Barylka has been dedicated to the retail and restaurant industry for more than 35 years, having served as a partner, manager and consultant in various companies. Since 2006, Mr. Barylka has been the Secretary of the Pele Ioetz Foundation, which provides support to families with economic and social problems in Argentina.
(1) The term of office of Board members shall be in force until a Shareholders’ Meeting is called to renew their powers and/or to appoint new Board members.
Oscar Pedro Bergotto, Maria Julia Bearzi, Liliana Luisa De Nadai and David Williams are independent directors, pursuant to CNV Rules.
Employment Contracts with our Directors
We do not have written contracts with our Directors. However, Messrs. Eduardo Sergio Elsztain, Saúl Zang, Alejandro Gustavo Elsztain, Daniel Ricardo Elsztain and Fernando Elsztain are employed by our Company under the Labor Contract Law No. 20,744. In addition, our alternate director Gastón Armando Lernoud rendered services under the corporate services agreement. Law No. 20,744 governs certain conditions of the labor relationship, including remuneration, protection of wages, hours of work, holidays, paid leave, maternity protection, minimum age requirements, protection of young workers and suspension and termination of the contract.
Pursuant to our by-laws, our day-to-day business is managed by an Executive Committee consisting of five regular Directors and one alternate director, among which there should be the chairman, first vice-chairman and second vice-chairman of the board of Directors. The current members of the Executive Committee are Messrs. Eduardo Sergio Elsztain, Saúl Zang, Alejandro Elsztain and Fernando Elsztain, as regular members. The Executive Committee meets as needed by our business, or at the request of one or more of its members.
The executive committee is responsible for the management of the daily business pursuant to the authority delegated by the Board of Directors in accordance with applicable laws and our by-laws. Pursuant to Section 269 of the Argentine Corporations Law, the Executive Committee is only responsible for the management of the day-to-day business. Our by-laws authorize the Executive Committee to:
- designate the Managers of our Company and establish the duties and compensation of such Managers;
- grant and revoke powers of attorney on behalf of our Company;
- hire, discipline and fire personnel and determine wages, salaries and compensation of personnel;
- enter into contracts related to our business;
- manage our assets;
- enter into loan agreements for our business and set up liens to secure our obligations; and
- perform any other acts necessary to manage our day-to-day business.