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 Director 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 Chief 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 Chief Financial, Procurement and Investor Relations Officer

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.

Henry Daniel Hadid Chief Legal, Audit and Compliance Officer

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 IT and Digital Director

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 Business Development and Marketing Director

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 Chief People and Management Officer

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.

Bernardo Kos Winik Executive Director of B2B Commercial

Graduated in Information Technology from Mackenzie University and post-graduated in Business from 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 Retail Director at Oi S.A. in 2014 and, before assuming this position, he was Retail Sales Director.

Fiscal Council

The Fiscal Council is composed of five members, three serving and two 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.

Alexandre Antônio Germano Bittencourt Effective Member

Graduated in Accounting from the State University of Rio de Janeiro (1997), post-graduated in Business Economics, from the Candido Mendes University (2012) and an MBA in Finance and Capital Markets, from the Getúlio Vargas Foundation (1999), Since June / 2020, he is a Master Economist at Petrobras – Petróleo Brasileiro SA He was Special Coordinator of Participations and Divestments (2019 – 2020), Portfolio Coordinator (2018 – 2019), Sectorial Manager of International Financial Flow (2016 – 2018 ), Cashier Manager Abroad (2012 to 2016). He was a Fiscal Council member at Stratura Asfaltos, at Transpetro SA, at Gas Brasiliano SA, at COMPERJ SA and at LOGUM SA Mr. Alexandre Antonio Germano Bittencourt declared, for all legal purposes, that, in the last five years, he was not subject to the effects of any criminal conviction, even if not final, any conviction or application of a sentence in an administrative proceeding before the CVM or any final and final sentence, in the judicial or administrative sphere, which would have the effect of suspending or disqualifying the practice of any professional or commercial activity. Mr. Alexandre Antonio Germano Bittencourt 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.

Caio Cesar Ribeiro Member of the Oversight Board (Alternate to Alexandre)

Bachelor in Economic Sciences, with an MBA in Controller and Finance, from Universidade Federal Fluminense – UFF; Post-graduated in Economic Theory, from the Federal University of Rio de Janeiro and Master’s in Economics, from the Candido Mendes University. Extension Course – Advanced Corporate Finance, London Business School. He has been the Petros Supervisory Coordinator since June 2016; from 2014 to 2016, he held the role of Sector Manager for Financial Flow Analysis and Benefit Plans. He was an economist from October 2006 to June 2014. Mr. Caio Cesar Ribeiro 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 it has not become final, any condemnation 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. Caio Cesar Ribeiro 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.

João Verner Juenemann Oversight Board Member (Serving)

Is currently involved with the Banco do Estado do Rio Grande do Sul S.A. (2003/2010 – 2015/2019), where he is a member of the Board of Directors (04/30/2003-2010 and since 04/30/2015), has held the position of Coordinator of the Audit Committee (2004-2008 and since 2015) and is a member of the Eligibility and Remuneration Committee (since 2016). Is also a member of the Oversight Board at Klabin S.A., in the pulp and forestry activities sector, since 03/08/2017. Has also acted as a member of the Audit Committee, being elected by minority shareholders, of Eletropaulo Metropolitana Eletricidade de São Paulo S.A., a position he held from 9/5/2017 to 12/27/2017, due to the requirement by the Board of Directors that the Audit Committee be composed solely of members of the Board of Directors. He has also held positions at Forjas Taurus S.A. (arms industry) as a member of the Board of Directors (4/27/2014 to 3/3/2017) and Coordinator of the Audit and Risk Committee (7/17/2014 to 3/3/2017). He also participates at Tupy S.A. (iron metal sector), where he is Coordinator of the Audit and Risks Committee (7/2/2009, reelected successively until June 2019), having been elected by minority shareholders). He also operates at Dimed S.A. Distribuidora de Medicamentos, where he was elected by minority shareholders as a full member of the Oversight Board (4/30/2009-04/28/2016) and is Coordinator of the non-statutory Audit Committee – also elected by minority shareholders – (since August 2016, with a mandate running through until March, 2020). He also plays a role at TIM Participações S.A. (telecommunications sector), where he was elected by minority shareholders as an alternate member of the Oversight Board, and has served since 4/11/2018. He also takes part in Saraiva S.A. Livreiros Editores (publishing sector), where he is a full member of the Oversight Board, having been elected by minority shareholders on 4/29/2014, and has been Chairperson of this same Board, again elected by minority shareholders, since 5/12/2017. He has also played a part in the running of Sonae Sierra Brasil S.A. (supermarkets sector), where he was a full member of the Oversight Board from 4/30/2013 to 4/29/2016. He has also been involved in Plascar Participações Industriais S.A. (automotive sector) where he was a full member of the Oversight Board, having been elected by minority shareholders (4/30/2013-4/29/2016). He also operated at Banco Indusval S.A., where he was a full member of the Oversight Board, having been elected by minority shareholders (4/24/2012-4/24/2015). He has also been involved in the running of Electro Aço Altona S.A. (metalworks sector),where he was a full member of the Oversight Board, having been elected by minority shareholders (4/30/2010-4/28/2015). He has also been involved in the running of DHB Indústria e Comércio S.A. (automotive sector) where he was a member of the Board of Directors, having been elected by minority shareholders (4/23/2007-6/16/2016 (resigned from the mandate)). None of the companies listed above form part of the business group or are controlled by a shareholder from the Company.
Performs functions in the third sector at Fundação Boticário de Proteção à Natureza, where he is a full member of the Oversight Board (November 2015 to March 2020).

Maria Carmen Westerlund Montera Member of the Oversight Board (Alternate to Director João Verner Juenemann)

Economist who graduated from the Rio de Janeiro Political and Economic Sciences Faculty of the Candido Mendes University, and also holds a Bachelor’s degree in Letters from PUC/RJ, having specialized in the Capitals Market at EPGE/RJ. She is currently an alternate member of the Oversight Board of Eletropaulo Metropolitana Eletricidade de São Paulo, where she has been since May 2014. She has also participated in BANRISUL – Banco do Estado do Rio Grande do Sul S.A., as a member of the Oversight Board, since March 2018. She also participates at Klabin S.A. (paper and pulp sector) as an alternate member of the Oversight Board (March/2017-March/2019). She also takes part in the running of AES Tietê Energia (electrical sector) where she is an alternate member of the Oversight Board (May/2014-April/2018) and was a member of the Oversight Board (May/2011-April/2013). She is also active at Brasiliana Participações S.A. (electrical sector – holding), where she is an alternate member of the Oversight Board (May/2017-April/2018). She is also active at BR Insurance Corretora de Seguros S.A. (insurance sector), as a member of the audit and risks committee (January/2017-May/2018). Has assisted at AES Elpa S.A. (electrical sector – holding), where she was a member of the Oversight Board from 2011 to 2013. She also participates at TUPY S.A. (metallurgy sector), where she is a member of the audit and risks committee (May/2009/-June/2019) and was a member of the Governance and Personnel Management Committee (May/2009-August/2016) and a member of the Board of Directors (March/2006-April/2013). She also takes part in operations at BNDES Participações S.A. – BNDESPAR, where she was a manager and economist in the Share Portfolio Monitoring Department (1976-June 2013). None of the companies listed above form part of the business group or are controlled by a shareholder from the Company. She was also a member of the Board of Directors and the Financial and Management Committees at Brasil Ferrovias and Ferronorte S.A. (publicly-held railroad concession companies), a member of the Investments Committee at the Fundo FIP Brasil Energia and the Fundo de Petróleo, Gás e Energia, and a member of the Board of Directors of Spes, service providers to Petrobras (Companhia de Recuperação Secundária CRSEC, Marlim Participações and Nova Marlim Participações) and an alternate member of the Board of Directors of Net Serviços de Comunicação S.A. and the Finances Committee of Telemar Participações S.A.

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.
Edy Luiz Kogut Independent Chairman of the Board of Directors

Civil Engineer graduated from Rio de Janeiro State University and PhD of Economics from the University of Chicago. He was Dean of the Santo André University Center (2004-2007) and Executive Officer of Camargo Correa Group Holding (1996-2003). He was also Vice-President of Project Consulting associated with NMRothschild, responsible for the privatization of COPESUL, Light and Escelsa (General Coordinator) from 1988 to 2004, Partner and Executive Officer of Omega and Team Brokers (1981-1988), Visiting Professor at Boston University (1975) and Professor of EPGE – FGV (1972-1980). He also participated in the Boards of Directors of Santista Têxtil, Alpargatas, Alcoa, Neogera (2000-2004), FIBAM (2008-2011) and Boa Vista Services (2015 until present date).

Alexandre Firme Carneiro Independent Member of the Board of Directors

Production Engineer graduated from the Federal University of Rio de Janeiro and attended Master of Business Administration at COPPEAD-UFRJ. Since 2006, he is Managing Director of the consulting company ValorArt. He is also a Visiting Professor of B2B Marketing and Strategic Pricing at COPPEAD-UFRJ and the School of Industrial Marketing, and Visiting Professor of Career Management at FGV-RJ High Potential Leaders. In addition, he is a member of the Brazilian Institute of Corporate Governance, the Institute of Industrial Marketing and the Professional Pricing Society. From 1983 to 2006, he held various positions at Shell Brasil, including Vice President of Sales for Latin America (2003-2005); Executive Vice President of Shell Brasil (2001 -2006); Aviation Executive Officer for South America (1999 – 2000); General Aviation Manager (1996 – 1998); Lubricant Marketing Manager (1993 – 1996).

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).

Claudio Roberto Ely Independent Member of the Board of Directors

Civil Engineer graduated from the Federal University of Rio Grande do Sul. He was CEO of Raiadrogasil S.A. (2011 – 2013) and CEO of Drogasil S.A. (1998 – 2011).He is currently a member of the Board of Directors of DIMED Distribuidora de Medicamentos S.A. and Pet Center Comércio e Participações S.A., Advisory Board of Eurofarma Laboratories S.A. and Warburg Pincus do Brasil (since 2013). From 1988 to 1997, he was Executive Officer, Chief Operating Officer and CEO of Banco General do Comércio S.A. From 1987 to 1988, he held the position of Camargo Correa Metais S.A Superintendent Executive (CEO).

Leonel Dias de Andrade Neto Independent Member of the Board of Directors

Has a degree in History from Universidade Gama Filho -RJ and a specialization course in Administration and Marketing from PDG-Ibmec. He also participated in the Advanced Management Program of Insead – France and the Development Program of Directors by Fundação Dom Cabral. From 2013 to 2019, he was CEO of Smiles S.A. being responsible for the creation of the company, team building, IPO and business management. From 2006 to 2012, he was CEO of Citifinancial and Credicard and Head of Consumer and Member of the Citi Board in Brazil. From 1999 to 2006, he was Commercial and Marketing Executive Officer of Losango Financeira and CEO and Member of the HSBC Board in Brazil. Between 1996 and 1999, he was Executive Business Director of Visa do Brasil. From 1987 to 1996, he was Branch Manager, Regional Manager and Commercial General Manager of Credit Cards at Banco Nacional S.A.

Maria Carolina Lacerda Independent Member of the Board of Directors

Economist graduated from the University of São Paulo – USP with an MBA in Finance from Columbia University. She has been a financial advisor for 25 years, being responsible for UBS Investment Bank in Brazil (2011-2015). She was also Managing Director of Deutsche Bank Investment Bank (2009), Merrill Lynch Investment Bank Director (1999-2008) and Director of Unibanco Investment Bank. In addition, she was Director of ANBIMA – Brazilian Association of Financial and Capital Markets Entities, Member of the Council of Representatives of CNF – National Confederation of Financial Institutions, Member of the B3 Listing Advisory Chamber. She is currently an Independent Member of the Board of Directors and Audit Committee of Hypera Pharma (HYPE3).

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).

Ricardo Carvalho Maia Independent Member of the Board of Directors

Economist graduated from Candido Mendes University, has an Executive MBA from COPPEAD-UFRJ and an Executive MBA in Retail from IBMEC-RJ. He also participated in the Marketing Management Program at Stanford University. He was Vice President of the Firjan System (2016 to 2019), Executive Officer of Market Relations (2013 – 2016), Chairman of the Board of Directors of Previndus (2016 – 2019) and Board Member of Martins Bastos Foundation (2006 – 2008). In addition, he served for 25 years at Ultra Group (Petróleo Ipiranga) where he was Executive Officer of Marketing and Sales (2006 – 2012) and Division Manager (1987 – 2005).

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.

Alexandre Firme Carneiro Coordinator

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Claudio Roberto Ely Member of the Risk and Financial Committee

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Pedro Santos Ripper Member of the Risk and Financial Committee

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Ricardo Carvalho Maia Member of the Risk and Financial Committee

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Moises Swirski 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.
Maria Carolina Lacerda Coordinator

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Alexandre Firme Carneiro Member of the Statutory Audit Committee

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Mateus Affonso Bandeira Member of the Statutory Audit Committee

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Edy Luiz Kogut Member of the Statutory Audit Committee

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Elionor Farah Jreige Weffort Member of the Statutory Audit Committee

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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.

Mateus Affonso Bandeira Coordinator

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Carlos Augusto Leone Piani Member of the Nomination, Compensation and Succession Committee

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Leonel Dias de Andrade Neto Member of the Nomination, Compensation and Succession Committee

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Ricardo Carvalho Maia Member of the Nomination, Compensation and Succession Committee

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Josué Bressane Extern Member of the Nomination, Compensation and Succession Committee

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