RADL3 Board Governance and Independent Audit Committee
Raia Drogasil (RADL3) discloses a formal governance architecture in its 2025 FRE: an 11-member board, a fully independent audit committee, external board evaluations, and conflict-of-interest rules — with aggregate board ownership of about 3% of shares outstanding.
This page summarizes a real FRE governance analysis. apicvm fetches governance sections by document name; you analyze them.
The research question
> Evaluate board composition, independence mechanisms, control bodies, and skin-in-the-game from the FRE.
Board composition
| Item | Disclosure |
|---|---|
| Board size | 11 (2 women, 9 men) |
| Nomination policy | Technical qualification, no conflicts, ban on competitor roles, independence declaration when nominated as independent |
| Self-declared expertise mix | Retail 35%, tech 15%, industry/health 10%, financial markets 15%, infrastructure 5%, services 10% |
| Formations cited | Administration, economics, communications, engineering |
Independence and oversight mechanisms
- Audit committee — permanent advisory body, 3 members, disclosed as all independent; scope includes external auditor hire/independence, financial statements, internal audit, controls, risk, cybersecurity, related parties
- People & corporate governance committee — nominations to board/management; annual evaluation of board, committees, and governance area
- External annual evaluation — independent consultancy (interviews, questionnaires, sample meeting observation); individual member and chair evaluation since 2023; executive evaluation includes ESG criteria
- Conflict-of-interest policy — vote/participation bans; resignation path for permanent conflicts
- Non-audit services policy — audit committee pre-assessment of external auditor
Other bodies and ownership (31 Dec 2024)
| Body | Composition / ownership |
|---|---|
| Fiscal council | Effectives: 1F / 3M; alternates: 2F / 2M |
| Statutory board (executive) | 9 directors (6M / 3F); holds 32,739,222 shares (2%) |
| Board of directors | Holds 44,354,296 shares (3%) |
Analytical note on skin in the game
Processes and committee independence look formal and relatively mature. Aggregate board ownership at ~3% is modest versus founder-heavy retailers — useful contrast with pages like PGMN3's higher board holdings example.
Limitation in the disclosure itself
The analyzed extract does not state an explicit count of independent directors across the full 11-member board — only that nominees declared as independent must meet policy tests, and that the audit committee is fully independent. Agents should not invent an independence ratio.
Replicate with apicvm
export APICVM_KEY='apicvm_...'
export APICVM_URL='https://apicvm.dev'
curl -H "Authorization: Bearer $APICVM_KEY" \
"$APICVM_URL/v1/documents?ticker=RADL3&type=FRE&year=2025&name=InformacoesConselhoAdm&perPage=10"Also pull compensation / nomination policy sections if needed. Prefer section prefixes over embedding the entire FRE for governance Q&A.
Methodology note
Hold analysis of RD Saúde's public 2025 FRE governance sections. Not a governance rating or investment recommendation.
Limitations
- Independence counts for the full board may be incomplete in a single section extract.
- Share counts are as-of year-end disclosed.
- Experience percentages are self-declared aggregates.
Next steps
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