Management

Executive Office

The Executive Office shall manage Company’s business in compliance with the mission, objectives, strategies, and guidelines assigned by the Board of Directors.

Competencies of the Executive Board

The Executive Office is responsible for:

I. Evaluate and submit to the approval of the Board of Directors:

  • the basis and guidelines for the preparation of the strategic plan as well as the annual programs and multiannual plans;
  • the strategic plan, as well as the respective multiyear plans and annual programs of expenditures and investments of the Company with the respective projects;
  • the Company’s costing and investment budgets;
  • the result of performance of the Company’s activities;
  • the appointment of the holders of the Company’s general structure, based on the criteria established by the Board of Directors;
  • the plans providing for the admission, career and succession, advantages and disciplinary regime of the Company’s employees.

II. To approve:

  • Technical and economic evaluation criteria for investment projects, with the respective delegation of responsibility plans for their implementation and implementation;
  • Pricing policy and basic pricing structures of the Company’s products;
  • Management, construction and planning, operation and maintenance policies of the Company’s assets;
  • Purchasing policies, economic, financial and tax planning of the Company;
  • Network and convenience store network operating policies;
  • Corporate and Lubricant Market policies;
  • Chart of accounts, basic criteria for income statement, amortization and depreciation of invested capital and changes in accounting practices;
  • Accounting, finance, personnel management, contracting and execution of works and services, procurement and disposal of materials and equipment, operating and other manuals and rules required to guide the Company’s operation;
  • Rules for assignment of use, lease or lease of real property owned by the Company;
  • The basic structure of the Company, considering the definitions contained in the Basic Organization Plan, with their respective responsibilities, as well as creating, transforming or extinguishing operational or correspondent agencies, agencies, branches, branches and offices in the Country;
  • The staffing of the Company’s organs;
  • Human Resources Development Plan;
  • The acts and contracts relating to its decision-making authority;
  • The amount above which the acts, contracts or operations, although within the competence of the Chairman or the Executive Officers, shall be submitted for approval by the Board of Executive Officers, subject to the authority defined by the Board of Directors;
  • The creation and extinction of non-statutory Committees, linked to the Executive Board or its members, approving the respective operating rules, attributions and limits of competence to act;
  • Your bylaws;
  • The Company’s annual insurance plan;
  • Collective labor agreements or agreements, as well as the filing of collective labor agreements.

III. Guarantee the implementation of the Strategic Plan and the multi-annual plans and annual programs of expenditures and investments of the Company with the respective projects, respecting the approved budget limits;

IV. Monitor business sustainability, strategic risks and their mitigation measures, preparing management reports with management indicators;
V. Monitor and control the activities of the companies in which the Company participates, or with which it is associated;

VI. Instruct the Company’s representatives at the General Meetings of its wholly-owned, controlled and affiliated subsidiaries, in accordance with the guidelines set by the Board of Directors, as well as with the applicable corporate guidelines;

VII.To resolve on the names and insignia of the Company; and

VIII. To resolve on the matters that may be submitted by the President or any Executive Director.

Wilson Ferreira Jr. CEO

Graduated in Electrical Engineering from the Mackenzie University School of Engineering in 1981 and in Business Administration from the Faculty of Economic, Accounting and Administrative Sciences at the Mackenzie University in 1983. He holds a master’s degree in Energy from the University of São Paulo (USP), and has several specializations, including Workplace Safety Engineering (Universidade Mackenzie, 1982), Marketing (Fundação Getúlio Vargas – FGV, 1988), and Electricity Distribution Administration (Swedish Power Co. 1992). In 2016, he was elected CEO of Eletrobras, remaining until 2021. He was chairman of the Board of Directors of the subsidiaries Furnas, Eletronorte, Chesf and ITAIPU and chairman of the Board of Directors of the National System Operator (ONS) and President of CPFL Energia from 2002 to 2016. From 2002 to April 2011, he was a member of the Board of Directors of CPFL Paulista, CPFL Piratininga, CPFL Geração and RGE. In March 2000, he became President of CPFL Paulista, and later of CPFL Piratininga, CPFL Geração, CPFL Brasil, RGE, CPFL Santa Cruz, CPFL Jaguariúna, CPFL Bioenergia, and other subsidiaries of CPFL Energia. He was President of RGE from 1998 to 2000, President of the Board of Directors of Bandeirante Energia SA from 2000 to 2001 and President of the Brazilian Association of Electricity Distributors – ABRADEE (2009 to 2010) and held several positions at Companhia Energética de São Paulo ( CESP), including Distribution Director (1995 to 1998). He is a member of the Board of Directors of ONS and of the Brazilian Association of Infrastructure and Base Industry (ABDIB).

Marcelo Fernandes Bragança Executive Vice President of Logistics and Sourcing Operations

Has a bachelor’s degree as mechanical engineer from the Federal University of Espírito Santo (UFES), with a post-graduate degree in Maintenance Engineering and an MBA in Business Logistics. He has been in BR since 1998 and has held other executive positions at the company, including DIOL and DRPV, the last one occupied by him since 2017.

Flavio Coelho Dantas Executive Vice President of Commercial, Retail and Market Inteligence Officer

Has 26 years of executive experience in large companies and has developed a great part of his professional career in Ipiranga, where he held management positions and served as Commercial Executive Officer, between the 2011 and 2015. After serving as Senior Advisor for the Oil & Gas industry at Accenture Brasil, he held the position of Executive Director of FIRJAN between 2017 and 2019.

André Corrêa Natal Executive Vice President of Finance, Purchasing and RI

Production Engineer with emphasis in Petroleum Engineering by UFRJ, he holds a Master’s degree in Administration from COPPEAD/UFRJ and an MBA in Finance from the same institution, as well as Extensions at Downstream – The Oxford-Princeton Program. André has 17 years of professional experience, having held executive and financial positions in the Oil and Gas sector, in industries, consultancies, investment bank and private equity fund manager, in institutions such as Petrobras, Credit Suisse and Opportunity.

Bernardo Kos Winik Executive Vice President of B2B Commercial

Graduated in Information Technology from Mackenzie University and post-graduated in Business from the São Paulo School of Business Administration (EAESP/FGV), he has worked in companies such as Claro, BS Consulting, NCR and EDS do Brasil. He held the position of Vice President of Clients at Oi S.A. in 2018 and, before assuming this position, he was Commercial Director.

Henry Daniel Hadid Vice President of Legal, Compliance and Institutional Relations

Graduated in Law in 1997, at Estácio de Sá University, with postgraduate degree in Oil Law from Candido Mandes University and MBA in Business Law from Fundação Getúlio Vargas. Admitted to BR in 2001, having previously held the role of Outsourced Process Coordinator, Credit Recovery Legal Manager, Planning and Management Legal Manager and Legal Executive Manager.

Aspen Ricardo Andersen da Silva Vice President of IT and Digital

Graduated in Mechanical Engineer at UFRJ, with a MBA in Business Management from Ibmec and Post-MBA in Digital Business and Executive Training in Open Innovation from FGV, Radical Innovation, Digital Transformation and Corporate Innovation from MIT and Leadership and Exponential Technologies Program from Singularity University. Aspen has been working at BR since 2003, having held various managerial roles at BR and Petrobras, such as business development, planning and technology.

Leonardo de Castro Burgos Vice President of Business Development and Marketing

Graduated in Business Administration at Unifacs in Bahia and Executive MBA from Business School SP (BSP) with extension from the University of Toronto, has over 25 years of experience, having worked in companies such as Ambev, Gillette, Brex America (Miami-USA), Diageo and Dunnhumby, occupying several senior positions in the Commercial, Marketing, Trade Marketing and Business Development areas. Join BR in August 2018 where lead the Retail, Loyalty and Innovation Business area.

Selma Rocha Fernandes Vice President of People and Management

Graduated in Pedagogy, with Executive MBA from COPPEAD, has over 25 years of experience in HR. For the past 15 years, she has served as Director of Human Resources at Globo Publishing Company (Grupo Globo), Dentsply / Sirona Latin America and Coca-Cola Recife, as well as HR executive positions at Oi Telecomunicações and AGA-Linde.

Fiscal Council

The Fiscal Council is composed of six members, three serving and three alternate. Click on the name to see the resume.

Powers of the Fiscal Council

It is incumbent upon the Fiscal Council, without prejudice to other attributions conferred upon it by virtue of legal provision or by determination of the General Meeting:

  • To supervise, by any of its members, the acts of the administrators and verify the fulfillment of their legal and statutory duties;
  • To give an opinion on the annual report of the administration, including in its opinion the additional information deemed necessary or useful for the deliberation of the General Meeting;
  • To give an opinion on the management’s proposals to be submitted to the General Meeting, regarding the modification of the capital stock, issuance of debentures or warrants, investment plans or capital budgets, distribution of dividends, transformation, incorporation, merger or split of the Company. ;
  • Report, by any of its members, to the management bodies and, if they do not take the necessary measures to protect the interests of the Company, to the General Meeting, the errors, frauds or crimes they discover, and suggest useful measures to the Company;
  • Call the Ordinary General Meeting if the directors delay this call for more than one month, and the Extraordinary Meeting whenever serious or urgent reasons occur, including in the agenda of the meetings the matters deemed necessary;
  • Analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Board of Executive Officers;
  • Examine the financial statements of the fiscal year and opine on them;
  • Perform these duties during liquidation; and
    perform the annual self-assessment of their performance.
  • Single paragraph. The members of the Fiscal Council shall necessarily attend the meetings of the Board of Directors in which the matters referred to in items II, III and VII of this article shall be considered.

II. To approve:

  • Technical and economic evaluation criteria for investment projects, with the respective delegation of responsibility plans for their implementation and implementation;
  • Pricing policy and basic pricing structures of the Company’s products;
  • Management, construction and planning, operation and maintenance policies of the Company’s assets;
  • Purchasing policies, economic, financial and tax planning of the Company;
  • Network and convenience store network operating policies;
  • Corporate and Lubricant Market policies;
  • Chart of accounts, basic criteria for income statement, amortization and depreciation of invested capital and changes in accounting practices;
  • Accounting, finance, personnel management, contracting and execution of works and services, procurement and disposal of materials and equipment, operating and other manuals and rules required to guide the Company’s operation;
  • Rules for assignment of use, lease or lease of real property owned by the Company;
  • The basic structure of the Company, considering the definitions contained in the Basic Organization Plan, with their respective responsibilities, as well as creating, transforming or extinguishing operational or correspondent agencies, agencies, branches, branches and offices in the Country;
  • The staffing of the Company’s organs;
  • Plano de Desenvolvimento de Recursos Humanos;
  • The acts and contracts relating to its decision-making authority;
  • The amount above which the acts, contracts or operations, although within the competence of the Chairman or the Executive Officers, shall be submitted for approval by the Board of Executive Officers, subject to the authority defined by the Board of Directors;
  • The creation and extinction of non-statutory Committees, linked to the Executive Board or its members, approving the respective operating rules, attributions and limits of competence to act;
  • Your bylaws;
  • The Company’s annual insurance plan;
  • Collective labor agreements or agreements, as well as the filing of collective labor agreements.

III. Guarantee the implementation of the Strategic Plan and the multi-annual plans and annual programs of expenditures and investments of the Company with the respective projects, respecting the approved budget limits;

IV. Monitor business sustainability, strategic risks and their mitigation measures, preparing management reports with management indicators;

V. Monitor and control the activities of the companies in which the Company participates, or with which it is associated;

VI. Instruct the Company’s representatives at the General Meetings of its wholly-owned, controlled and affiliated subsidiaries, in accordance with the guidelines set by the Board of Directors, as well as with the applicable corporate guidelines;

VII. To resolve on the names and insignia of the Company; and

VIII. To resolve on the matters that may be submitted by the President or any Executive Director.

Ana Paula Teixeira de Sousa Effective Member

Graduated in Accounting from the University of Brasília (1992), postgraduate in Accounting from fundação Getúlio Vargas (EPGE), MBA – International Business from the University of São Paulo (1999), Master’s degree in Economics from the University of Brasília (2007).  She has been Vice-President of Banco do Brasil since May/2021 and Director of Internal Controls since Feb/2019. She was Commercial and Product Director of BB Resource Manager DTVM (2016 – 2019), President Director of BESC Distribuidora de Títulos e Valores Mobiliários S/A (2017 – 2019), Executive Manager of Banco do Brasil (2008 – 2016), Division Manager – Risk Management Board (2007 – 2012). She is a member of the board of directors of BB Seguridade since July 2021, and Fiscal Council of BB Turismo since May 2016. Board Member of Livelo S/A since June 2019 and has been on the Board of Previ’s Deliberative since August 2021.

Cristina Ferreira de Brito Member of the Oversight Board (Alternate to Ana Paula)

Graduated in Accounting Sciences by the Fundação Visconde de Cairú (1989), postgraduate in Audit by the Fundação Visconde de Cairú and MBA Internal Controls by FIPECAFI/USP (2004). She was Executive Manager of Caixa Econômica Federal (2010 – 2019) and fiscal council of Norte Energia S/A. (2014 – 2015).

Paulo Euclides Bonzanini Effective Member

Graduated in Business Administration (1979) and Accounting Sciences (1980) from the Faculty of Accounting and Business Administration Sciences – FACCAT and post-graduated in General Training in Administration from Fundação Instituto de Administração – FIA USP (1998) and in Higher Education Methodology by FIPECAFI SP (2008). He was Fiscal Council IRB Brasil RE (2020 – 2022), Executive Director of Banco BV (2015 – 2019), Audit Director of Banco BV (2013 – 2015), Vice-President of Banco Fibra (2012 – 2013), General Director of Banco do Brasil’s Insurance Group and Mapfre (2009 – 2012) and Director Banco do Brasil (2004 – 2009).

Wesley Mendes da Silva Member of the Oversight Board (Alternate to Paulo Euclides)

Graduated in Business Administration from the Catholic University of Pernambuco (2000), master’s degree in Business Administration from the Federal University of Pernambuco (2003) and PhD and Free Teaching in Administration from the University of São Paulo (2010), postdoctoral internships at the School of Accounting/Marriott School of Management at Brigham Young University (2014-2015) and at the IC2 Institute University of Texas at Austin (2017-2018). He was a full member of the Advisory Board/ESG Leader Committee of BTV Soluções Financeiras (2020 – 2021), Fiscal Council of the National Association of Graduate Programs and Research in Administration – ANPAD, Deputy Head of the First and Fourth Section of PqRMnt/7 of the Brazilian Army (1994 – 2000) and President of the Brazilian Institute of Financial Innovation (2017 – 2018). He served on the Board of Directors of the Military Circle of Recife of the Brazilian Army (1996 – 1997), Company Commander and Deputy Head of the Technical Division of pqRMnt/7 of the Brazilian Army (1994 – 2000). He is A Career Professor at the São Paulo School of Business Administration at fundação Getúlio Vargas – FGV/EAESP, in the Accounting, Finance and Control Department since 2011.

Rinaldo Pecchio Júnior Effective Member

Graduated in Economics, from Unicamp, in 1985 and in Accounting, from PUCCAMP, in 1989, with an MBA in finance, from IBMEC. Update courses and managerial development in the United States with professors from Harvard Business School, Tuck School of Business (1993-1998) and professional development in Europe with professors from IMD (International Institute for Management Development) – Switzerland (2005 – 2008). Equilibrista Award 2008, Brazilian Institute of Finance Executives – IBEF Campinas and guest professor of the MBA in the Electric Sector at Fundação Getúlio Vargas. Since March 2019, he has served as Chief Financial and Investor Relations Officer at the Centro de Tecnologia Canavieira – CTC, Biotechnology Sector. He was Chief Financial Officer, Investor Relations, Supplies & Logistics, at ISA CTEEP and Subsidiaries, at the ISA Group at CTEEP (TRPL4), IE Pinheiros, IE Serra do Japi, IEMG, Evrecy) – Energy Transmission Sector (Dec / 2013 to Mar / 2019); Vice President of Finance and Investor Relations at AES Brasil (AES Eletropaulo, AES Sul, AES Tietê and Uruguaiana) – services sector (Dec / 2005 to Nov / 2013); Executive Director of Finance and Business Transformation at Tetra Pak Ltda. – industrial sector (Nov / 2005 – Dec / 2009); He was Controller, Treasury and Investor Relations Manager and Financial and Investor Relations Director at Elektro – Eletricidade e Serviços S.A. – service sector (Apr / 1999 to Nov / 2005) and Corporate Accounting Manager at Champion Papel e Celulose Ltda. (currently International Paper) – industrial sector (Sep / 1989 to Sep / 1998). Mr. Rinaldo Pecchio Junior declared, for all legal purposes that, in the past five years, he has not been subject to the effects of any criminal conviction, even if not final, any conviction or application of a penalty in an administrative proceeding before the CVM or any final and unappealable sentence, in the judicial or administrative sphere, which had the effect of suspending or disqualifying the practice of any professional or commercial activity. Mr. Rinaldo Pecchio Junior declared that he was not a Politically Exposed Person, pursuant to CVM Instruction No. 617, of December 5, 2019, as he did not fit into any of the situations that characterize the Politically Exposed Person.

Walbert Antonio dos Santos Member of the Oversight Board (Alternate to Rinaldo)

Graduated in Accounting from the Faculty of Visconde de Cairu, in 1996. Currently, he works as an independent business consultant, mainly in the retail areas (Grupo Pereira with headquarters in São Paulo and acting mainly in the Center Oeste) and Education (Morumbi Sul Schools, with operations in São Paulo) and, since 2017, he has been a member of the fiscal council of Magazine Luíza and an independent board member of Clínicas Clivale, a family company based in Salvador. He served for 35 years as an auditor and business consultant, between 1980 and 2002, at Arthur Andersen & CO, where he served as an International Partner for the past six years; in the period between 2001 and 2015, he was an audit partner at Deloitte Touche Thomatsu. Mr. Walbert Antonio dos Santos declared, for all legal purposes that, in the past five years, he has not been subject to the effects of any criminal conviction, even if not final, any conviction or penalty in an administrative proceeding before the CVM or any final and unappealable sentence, in the judicial or administrative sphere, which had the effect of suspending or disqualifying the practice of any professional or commercial activity. Mr. Walbert Antonio dos Santos declared that he was not a Politically Exposed Person, under the terms of CVM Instruction No. 617, of December 5, 2019, as he did not fit into any of the situations that characterize the Politically Exposed Person.

Administrative Council

Our board of directors is composed of nine representatives. Click on the name to know the curriculum of each one of them.

Powers of the Board of Directors

The Board of Directors is the Company’s guidance and senior management body, and is responsible for:

  • Establish the general orientation of the Company’s business, defining its mission, strategic objectives and guidelines;
  • approve, at the proposal of the Board of Executive Officers, and follow the strategic plan, the respective multiannual plans, as well as the annual plans and programs of expenditures and investments, the goals, as well as evaluate the results in the execution of those plans, and publish their conclusions. and inform them to the National Congress and the Federal Audit Court;
  • Define the matters and values for the decision-making of the Executive Board, oversee the management of the Executive Board and its members and determine their duties, examining, at any time, the Company’s books and papers, and may request information on contracts entered into or about to be executed, and any other acts;
  • To annually evaluate the performance results, individually and collectively, of the directors and members of the statutory committees of the Board, with the methodological and procedural support of the Nomination, Compensation and Succession Committee, subject to the following minimum requirements:
    1. presentation of the management acts practiced regarding the legality and effectiveness of the managerial and administrative action;
    2. contribution to income for the year; and
    3. achievement of the objectives established in the business plan and compliance with the long term strategy dealt with in art. 37, Paragraph 1 of Decree No. 8,945, of December 27, 2016;
  • To comment on acts or contracts related to its decision-making authority and approve, annually, the amount above which the acts, contracts or operations, although within the competence of the Board of Executive Officers or their members, shall be submitted for approval by the Board of Directors;
  • Approve the practice of acts that imply a waiver, transaction or arbitration commitment, and may set value limits for the practice of such acts by the Executive Board or by its members;
  • To resolve on the issuance of simple debentures, not convertible into shares and without collateral;
  • Set the Company’s global policies, including strategic business, financial, derivative supplies, risk, investment, environmental, information disclosure, securities trading, dividend distribution, and asset management policies. related parties, spokespersons, human resources, minority interests and tenders and contracts;
  • Approve the transfer of ownership of the Company’s assets, the constitution of real liens and the provision of guarantees to third party obligations, and may set value limits for the practice of such acts by the Executive Board or by its members;
  • Approve the Electoral Regulations of the election of the member of the Board of Directors elected by the employees;
  • Approve the plans providing for the admission, career, succession, advantages and disciplinary regime of the Company’s employees;
  • To approve the Nomination Policy that contains the minimum requirements for the appointment of members of the Board of Directors and its Committees, the Fiscal Council and the Board of Executive Officers, to be made widely available to shareholders and the market, within the limits of applicable law. ;
  • Approve and disclose Annual Letter and Letter of Corporate Governance, as provided for in Law No. 13,303, of June 30, 2016;
  • Implement, directly or through other Company bodies, and oversee the risk management and internal control systems established to prevent and mitigate key risks, including risks related to the integrity of accounting and financial information and those related to the occurrence of corruption and fraud;
  • To formally express its opinion when the public offerings for the acquisition of shares issued by the Company are held;
  • Approve the appointment and dismissal of the holder of the Internal Audit area, after hearing the Ministry of Transparency, Supervision and Comptroller General of the Union (CGU), in addition to defining the duties and regulating its operation;
  • Approve the appointment and dismissal of the holder of the Governance, Risk and Compliance area;
  • Approve the appointment and dismissal of the holder of the Ombudsman area, define its attributions and regulate its operation;
  • Arrange the Annual Plan of Internal Audit Activities – PAINT and the Annual Report of Internal Audit Activities – RAINT; and
    analyze, at least quarterly, the balance sheet and other financial statements prepared periodically by the Company, without prejudice to the Fiscal Council’s performance.

§1 The establishment of the human resources policy referred to in item VIII may not count on the participation of the Counselor representing the employees, if the discussions and deliberations on the agenda involve matters of union relations, compensation, benefits and advantages, including social security matters. complementary and assistance, hypotheses in which the conflict of interest is configured.

§2. The formal manifestation, favorable or contrary, referred to in item XV shall be by means of a reasoned prior opinion, disclosed within 15 (fifteen) days of the publication of the public tender offer notice, addressing at least: (i) the convenience and timeliness of the public offering of shares in the interest of the Company and its shareholders, including the price and potential impacts on the liquidity of the shares; (ii) the strategic plans disclosed by the offeror in relation to the Company; and (iii) alternatives to the acceptance of the Public Offering of Shares available in the market.

§3 The opinion of the Board of Directors shall include the reasoned opinion in favor or against the acceptance of the public offering, warning that it is the responsibility of each shareholder to make the final decision on such acceptance.

It is also incumbent upon the Board of Directors to resolve on the following matters:

  • Basic Organization Plan and its modifications, respecting the charges of each member of the Executive Board, as established in art. 31 of these By-Laws;
  • Appointment and dismissal of the holders of the general structure of the Company, proposed by the Executive Board, as defined in the Basic Organization Plan, based on the criteria set by the Board of Directors itself;
  • Authorization for acquisition of shares issued by the Company to be held in treasury or cancellation, as well as subsequent disposal of such shares, except in the cases of the General Meeting, pursuant to the legal, regulatory and statutory provisions;
  • Exchange of securities issued by it;
  • Election and removal, at any time, of the members of the Executive Board;
  • Constituição de subsidiárias integrais, participações da Companhia em sociedades controladas ou coligadas, a transferência ou a cessação dessa participação, bem como a aquisição de ações ou cotas de outras sociedades;
  • Call of Shareholders’ General Meeting, in the cases provided for by law, publishing the call notice at least fifteen (15) days in advance;
  • The proposals to be submitted to the shareholders for deliberation at the meeting;
  • Inclusion of matters in the convening instrument of the General Meeting, not admitting the heading “general affairs”;
  • Code of Ethics and Guide of Conduct, as well as the Internal Regulations of the Board of Directors;
  • Company’s Corporate Governance Policy and Guidelines;
  • Selection and dismissal of independent auditors, who will not be able to provide the Company with advisory services during the term of the agreement;
  • Management report and accounts of the Board of Executive Officers;
  • Selection of the members of the Statutory Committees of the Board, among its members and / or market people of renowned experience and technical capacity in relation to the specialty of the respective Committee, and approval of the attributions and operating rules of the Committees;
  • Matters which, by virtue of legal disposition or by determination of the General Assembly, depend on its deliberation;
  • integrity and compliance criteria, as well as the other pertinent criteria and requirements applicable to the election of the members of the Executive Board and the appointment of the members of the general structure, who shall meet, as a minimum, those contained in art. 165, §§1, 2 and 3 of these Bylaws;
  • Decide on trademarks and patents;
    and omitted cases of these Bylaws.
Sérgio Agapito Lires Rial Independent Chairman of the Board of Directors

Graduated in Law from the Federal University of Rio de Janeiro and in Economics from Gama Filho University, in addition to holding an MBA from IBMEC in São Paulo, as well as specializations from Harvard Business School, Wharton School of Business, University of Pennsylvania and INSEAD, France. His professional career includes as chief cargo officer of Marfrig Global Foods S.A., Executive Vice President and Global Chief Financial Officer of Cargill. He was also a member of Cargill’s board of directors for nine years. He was managing director at Bear Stearns & Co., in New York, director of ABN AMRO Bank and board member of ABN AMRO Bankna Holanda, as well as board member of Mosaic Fertilizantes. He is currently chairman of the board of directors of Santander Brasil, as well as chairman of the board of directors of Universia Brasil, S.A. and a member of the board of directors of Santander Group.

Fabio Schvartsman Independent Member of the Board of Directors

Graduated in Business Administration from the São Paulo School of Business Administration of the Fundação Getúlio Vargas – EAESP/FGV, with a postgraduate degree in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP.  He was President Director of Vale (from May 2017 to March 2019) and Permanent Participant of Vale’s Information Dissemination Committee (during the same period), where he also held the position of Permanent Participant and Coordinator of the Strategic Committee (May to October 2017). His main professional experiences include: (i) General Manager and CEO of Klabin S.A. (February 2011 to May 2017), a publicly-based company operating in the pulp and paper sector; (ii) President of SanAntonio International (March 2008 to March 2010), an oil and gas company; (iii) President of Telemar Participações S.A. (April 2007 to March 2008), a telecommunications company; at Ultrapar, a company in the fuel distribution sector, as (iv) Superintendent of Planning, (v) Director of Planning, (vi) Director of Planning and Control, (vii) Investor Relations Officer, (viii) President (Ultraprev), (ix) Managing Partner (Ultra S.A. – Parent Company of Ultrapar) and (x) CFO/Chief Financial Officer (Ultra Group from May 1985 to April 2007); (xi) Member of the Board of Directors of Duratex S.A., a publicly-based company operating in the timber sector, where he also served as (xii) Head of Sector of Economic Studies, (xiii) Head of Development Division and (xiv) Head of planning department (February 1976 to April 1985); and (xv) was a member of the Board of Directors of Pão de Açúcar group, a company in the retail sector. He graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP in 1976, graduated in Production Engineering from the Polytechnic School of the University of São Paulo – Poli/USP, completed in 1977, and in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation – EAESP/FGV, completed in 1979.

Carlos Augusto Leone Piani Independent Member of the Board of Directors

Graduated in Business Administration from IBMEC / RJ and in Data Processing from PUC / RJ. He holds the title of CFA Charterholder from the CFA Institute and completed the Owners and President Management (OPM) course at the Harvard Business School Program. He is currently a founding partner of HPX Capital Partners, President of HPX Corp. and Chairman of the Board of Directors at Equatorial Energia and Brasil Brokers. Previously, he was global head of Kraft Heinz’s strategic initiatives and mergers and acquisitions team and CEO of Kraft Heinz Canada. With more than 20 years of experience in executive functions, such as CEO of PDG Realty (2012-2015), partner and co-responsible for the Private Equity area at Vinci Partners (2010-2015), CEO and Chief Financial Officer of Equatorial Energia and its subsidiaries (2004-2010) and mergers and acquisitions analyst and partner in the Banco Pactual’s Proprietary Investments (1998-2004).

Walter Schalka Independent Member of the Board of Directors

Engineer graduated from ITA and post-graduated from FGV, IMD and Harvard Business School and since 2013 he has been President of Suzano. He began his career at Citibank and, in 1989, took over as Chief Financial and Administrative Officer at Dixie Lalekla. With the merger of Toga and Dixie Lalekla in 1995, he became Managing Director of the Dixie Toga Group and, in 1997, assumed the presidency of the Group. Between 2005 and 2021 he was president of Votorantim Cimentos, being responsible for its operations in Brazil and 14 other countries. Since 2013 at the head of Suzano, Schalka has led important company movements, including the recent merger with Fibria.

Nildemar Secches Independent Member of the Board of Directors

Graduated in Mechanical Engineering from USP of São Carlos, post-graduated in Finance from PUC Rio de Janeiro, having studied doctorate in Economics from Unicamp. Currently carries out the following charges: (i) since 2008, he is a member of the Board of Directors and the Sustainability and Strategy Committee of Suzano S.A.; (ii) since 1998, is the Vice-Chairman of the Board of Directors of WEG S/A, a publicly-based company whose main activity is the industrialization, production and marketing of industrial systems, machinery and equipment; (iii) since 2004, is the Vice-Chairman of the Board of Directors of Iochpe-Maxion S.A., a publicly-based company whose main activity is the manufacture and distribution of engines, agricultural machinery and equipment and components for the metallurgical, railway and automotive industry; (iv) was a member of the Board of Directors of Ultrapar Participações S.A. between 2002 and 2020, a publicly held company whose main activity is the application of equity in trade, industry, agriculture and the provision of services; and (v) He was a member of the Board of Directors of Itaú-Unibanco from 2012 to 2017. From 1972 to 1990, he worked at the National Bank for Economic and Social Development – BNDES, where he was Director from 1987 to 1990. From 1990 to 1994, he was Corporate General Manager of The Iochpe-Maxion Holding Industry Group and, from 1995 to 2008, he was President Director of Perdigão S.A. From 2007 to April 2013, he was Chairman of the Board of Directors of BRF – Brasil Foods, whose company has a publicly-based activity in industrialization, marketing and food exploration in general.

Ana Amélia Campos Toni Independent Member of the Board of Directors

Economist and PhD in Political Science. She has a long history in working with the third sector and in promoting projects aimed at social justice, the promotion of public policies, the area of the environment and climate change and philanthropy.  She is Executive Director of the Climate and Society Institute -iCS.   She was Chairman of the Board of Greenpeace International (2011 to 2017), director of the Ford Foundation in Brazil (2003-2011) and ActionAid Brazil (1998-2003). She was a member of the board of GIFE, Baobá Fund for Racial Equity and Society and Wikimedia Foundation, among others. She is currently a member of the boards of the Ouro Standard Foundation, República Institute, Transparency International- Brazil, and the Environmental Research Institute of the Amazon (IPAM) and a member of the board of directors of Light S.A., Light S.E.S.A. and Light Energia.

Mateus Affonso Bandeira Independent Member of the Board of Directors

Has a degree in computer science from the Catholic University of Pelotas and a specialization in Corporate Finance and Management from FGV and the Federal University of Rio Grande do Sul. He has also an MBA from the Wharton School, University of Pennsylvania and a specialization for CEOs from the Harvard Business School. Between 2011 and 2017, he was Partner-President and CEO of FALCONI. He was member of the Boards of Directors of Banco Pan (2011 – 2017), PDG (2012 – 2016), Terra Santa Agro (2016 – 2018) and Hospital Moinhos de Vento (since 2016). He was a member of Fundação Estudar Deliberative Council between 2012 and 2017. In addition, he was CEO of Banrisul and IR Executive Officer (2010 – 2011) and member of CdA (2008 – 2011), Director/Undersecretary of the Treasury of Rio Grande do Sul (2007 – 2008), Secretary of Planning and Management of Rio Grande do Sul (2008 – 2009). He also served in the Federal Senate (2006), in the Ministry of Finance (2004 – 2005) and in the Secretariat of Finance of Rio Grande do Sul (1993 – 2002).

Pedro Santos Ripper Independent Member of the Board of Directors

Has a degree in Computer Engineering and a Master in Software Engineering from PUC-RJ. He participated in the Harvard Business School Advanced Management Program and in the Singularity University Executive Program. He is a member of the Board of Directors of Iguatemi Shopping Mall Company, Positivo Tecnologia S.A., GlobeNet and Mobicare Ltda and CEO of Bemobi (since July 2013). He was also CEO of OI (2008-2013), Managing Director and CEO of Cisco Systems (2003-2008) and CEO of Promon (2000-2003).

Clarissa de Araújo Lins Independent Member of the Board of Directors

Economist and master in economics from PUC-Rio. Founding partner of Catavento, a strategy and sustainability consultancy and president of IBP – Brazilian Institute of Oil, Gas and Biofuels. Her main areas of expertise are the future of energy, energy transition and climate change. She is also a member of the energy and infrastructure center of CEBRI – Brazilian Center for International Relations and a member of the Global Future Council on the Future of Energy of the World Economic Forum. Additionally, she is part of Suzano’s Sustainability Committee. She was a member of the Board of Directors of Petrobras (2018-2019), chairman of its SMS Committee and member of the Audit Committee. She was also a member of vale’s CA Sustainability Committee (2017-2019).

Board Of Directors’ Advisory Committees

The following committees, linked directly to the Board of Directors, are permanent statutory bodies, whose purpose is to advise the Board of Directors in the fulfillment of its responsibilities.

Risk and Financial Committee (FRC)

With a strategic focus, the Risk and Finance Committee has the purpose of, including but not limited to, analyzing and making recommendations on risks related to financial management, the proposed strategic plan, the business plan and other guidelines related to the scope of the committee to be submitted to the Board of Directors.

Fabio Schvartsman Coordinator

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Walter Schalka Member of the Risk and Financial Committee

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Carlos Augusto Leone Piani Member of the Risk and Financial Committee

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Statutory Audit Committee (SAC)

Without prejudice to other provisions of its Bylaws, as approved by the Board of Directors, the Statutory Audit Committee aims to analyze and issue an opinion on the following matters:

  • Hiring and dismissal of the independent auditor;
  • The role, independence and quality of the work performed by independent and internal auditors;
  • Quality, transparency and integrity of the financial statements; and
  • Effectiveness of internal control processes for the production of financial reports.
Mateus Affonso Bandeira Coordinator

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Clarissa de Araujo Lins Member of the Statutory Audit Committee

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Luiz Carlos Nannini Extern Member of the Statutory Audit Committee

Graduated in accounting sciences, with several specialization courses in Brazil and abroad, including leadership course at Harvard; Experience in Fiscal Councils, having been Chairman of the Fiscal Council of companhia de Gás de São Paulo Company -Comgás, until 12/31/19, of Cosan S.A. until 12/31/19, Cosan Logística, until 12/31/19 and TOTVS. He was a Fiscal Council at Localiza.  He was a member of the Audit Committee of Cosan Limited, until 12/31/19, Banco Santander e Controladas, Br Malls Group, Centauro Group, Via Varejo Group, Eletrobras Group, CDHU, PraValer and Santa Casa de Misericórdia (pro bono).” He was coordinator of the Audit Committee of the Cogna Educação Group and GETNET.  He was Director of New Business at CB Casas Bahia Group from 2014-2015, being responsible for the development of new business and analysis of the economic viability of opportunities for the Group; Partner at Ernst & Young from 1982-2014.  He has 32 years of experience in independent auditwork, being 19 years as partner responsible for work for large financial, industrial, electrical, services and retail business groups. Responsible for all EY team dedicated to the work of financial institutions in Brazil and South America for 5 years in a row, conducting independent audit work in banks and medium and large investment funds, such as ABN Real, Banco Sudameris, BNP Paribas, Banco ABC, among others. He was a partner responsible for the due diligence work, in the purchase of Banco Sudameris by ABN Real and subsequent consolidation of controls and operations, Fiat Bank by Itaú and smaller ones. He worked in the implementation of internal controls, aiming at compliance with the Sarbanes-Oxley Law, in financial institutions with shares traded on the NY Stock Exchange or relevant subsidiaries. Partner responsible for all work in the line of business of Industry and Retail; in works at Grupo Cosan (Company opened in the USA) and other Mills, Pirelli Group, Eaton, Paranapanema Group, Holcim Group, Casas Bahia, Magazine Luiza, Raia-Drogasil among others; by auditing /consulting in associations and consequent consolidation of controls, management and operations, tax, accounting and corporate aspects in large corporations, such as: Cosan/Esso/Shell Group, Casas Bahia/ Ponto Frio, Drogasil/ Raia, – Magazine Luiza/ Lojas Marisa. He was internal auditor and later contoller of First Chicago in Brazil, for a period of 18 months, responsible for the entire accounting and control area of the bank, attendance of the independent audit, Central Bank and CVM, at the time of the acquisition of Banco Denasa de Investimento. He worked in the implementation of the compliance area to the Bacen Standards of Brazil and implementation of internal controls for the entire institution.

Jerônimo Antunes Extern Member of the Statutory Audit Committee

Graduated in Accounting Sciences and Administration, Master and Doctor in Accounting Sciences in the area of ​​Specialization in Controllership and Accounting from the University of São Paulo (1998 and 2005, respectively). He was an Independent Board Member and Chairman of the Audit Committees and a member of the Appointment, Remuneration and Succession Committee of Petrobras, Petrobras Distribuidora and companies of the Petrobras Conglomerate, in addition to having served as Independent Board Member and Chairman of the Audit Committee of SABESP, Board Member of Paranapanema, Board Member and Director of the Brazilian Institute of Independent Auditors – IBRACON. Currently, he is a professor at the University of São Paulo, Independent Board Member and Chairman of the Audit Committees of Metrô SP, Desenvolvimento SP and Cia. Müller de Bebidas, Member of the Audit Committees of BRF, IRB-Brasil Resseguros and Paranapanema, Independent Director and Member of the Risk and Statutory Audit Committee of Centrais Elétricas Brasileiras S.A. – ELETROBRAS and Member of the Board of Trustees of Fipecafi. He has experience in the area of ​​Administration, with an emphasis on Accounting Sciences, working mainly in the following activities: independent auditing, business consulting, accounting expertise, economic evaluation of companies, coordination of audit committees and board of directors.

People Committee

The People Committee aims to advise the Board of Directors regarding nomination, compensation and succession matters provided for in its Bylaws, as well as discuss other matters within the scope of this committee.

Nildemar Secches Coordinator

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Ana Amélia Campos Toni Member of the Nomination, Compensation and Succession Committee

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Pedro Santos Ripper Member of the Nomination, Compensation and Succession Committee

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