Management & Board of Directors

Management & Board of Directors

Management & Board of Directors

Board of Directors

The Board of Directors is the Company’s collegiate decision-making body, responsible for establishing its business policies and guidelines, including its long-term strategy, and controlling and monitoring its performance. It is also responsible, among other duties, for electing and removing members of the Board of Executive Officers and monitoring their activities, as well as appointing and removing the independent auditors.

Alupar’s Board of Directors meets whenever convened by its Chairman, or in case of the latter’s absence or temporary incapacity, by its Board Member, with at least five days’ notice on the first call and two days’ notice on the second call, the call notice is to be accompanied by the agenda. Board of Directors’ meetings will only be installed on the first call with the presence of a majority of its members; on the second call, any quorum is permitted. However, resolutions can only be passed by a majority of the members, always observing the rules governing temporary absences and vacancies, pursuant to the Company’s Bylaws. The Chairman of the Board of Directors has the casting vote.

Members of the Board of Directors are elected by the Shareholders’ Meeting for a two-year term of office, re-election being permitted. Irrespective of their actual election date, their respective term of office will end on the date of the Shareholders’ Meeting that examines the accounts for the previous fiscal year.

Name Position Election Date
Chairman 04/25/2017

José Luiz de Godoy Pereira. Mr. Pereira earned a degree in civil engineering from Mackenzie University. He has worked for more than 17 years in the construction, infrastructure, and energy sectors. He worked as an engineer at Companhia Técnica, providing engineering and cable television services. He has served as executive vice president and chief financial officer at Alupar since July 11, 2007, and also served as investor relations officer from September 25, 2007 to November 7, 2011. On May 20, 2014, Mr. Pereira retook the position of Investor Relations Officer.

Board Member 04/25/2017

Paulo Roberto de Godoy Pereira. Mr. Pereira earned a degree in business administration from Mackenzie University. He has been Alupar’s chief executive officer since 2006. He was an alternate to the Social and Economic Development Council (CDES) from February of 2003 to June of 2004 and, since then, has become a regular board member. He was also president of the Brazilian Association of Infrastructure and Base Industries (ABDIB).

Board Member 04/25/2017

Ana Helena Godoy Pereira de Almeida Pires. Ms. Pires earned a degree in business administration from the Lubin School of Business at Pace University in New York. With a specialization in financial markets through New York University’s School of Continuing Education, she served as assistant manager in the Private Banking division of Citibank N.A., where she was responsible planning and implementing the customer service unit.

Board Member 04/25/2017

Marcelo Tosto de Oliveira Carvalho. Mr. Carvalho earned a bachelor’s degree in Business Administration from the School of Business Administration of the Armando Alvares Penteado Foundation (“FAAP”) in 1980. Since 2000 he has served as the Chief Financial and Administrative Officer at Empresa Amazonense de Transmissão de Energia S/A – EATE; Empresa Paraense de Transmissão de Energia S/A – ETEP; Empresa Norte de Transmissão de Energia S/A – ENTE; Empresa Regional de Transmissão de Energia S/A – ERTE; Empresa Catarinense de Transmissão de Energia S/A – ECTE; Empresa Brasileira de Transmissão de Energia S/A – EBTE; Sistema de Transmissão Catarinense S/A – STC; Companhia Transmissora de Energia Elétrica; Empresa Santos Dumont de Energia S/A – ESDE and Empresa de Transmissão Serrana S/A – ETSE. He has also served in the Boards of Directors of the following companies since 2000: Transmisión Eléctrica Charruá – Transchile; Sistema de Transmissão Nordeste S/A – STN; Companhia Transirapé de Transmissão – Transirapé; Companhia Transudeste de Transmissão – Transudeste; Companhia Transleste de Transmissão – Transleste; and Transmissoras Holdings.

Board Alternate Member 04/25/2017

Oswaldo Errerias Ortega. Graduated in Economics and studied at CEADE/USP/Eletrobrás. He has 46 years of experience in the electricity sector. He has worked at CPFL, CESP, the Ministry of Mining and Energy and the National Committee of Energy in Brasília and, later, at TBE, as administrative officer and at ECTE as a financial and administrative advisor and financial and administrative manager of this group’s companies until March 31, 2012. He was CEO of Transchile, located in Santiago – Chile. He is currently an officer at the following companies: Empresa de Transmissão do Espirito Santo S.A. – ETES, Empresa de Transmissão de Energia do Mato Grosso S.A. – ETEM, Empresa de Transmissão de Várzea Grande S.A. – ETVG and Transmissora Matogrossense de Energia S.A. – TME.

Independent Board Member 04/25/2017

Humberto Falcão Martins. Holds a degree in Administration (UnB, 1986), Master’s degree in Public Administration (EBAPE/FGV, 1995), Specializing in Public Policy and Government Management (Enap, 1996) and a Ph.d. in Administration (EBAPE/FGV, 2003). He has held executive positions in private companies and public administration, in particular in the Ministry of Administration and State Reform and in the Ministry of Planning, Budget and Management, where he was Secretary of Management, Brazilian delegate on the OECD Public Management Committee and President of the Public Management and Transparency Network for BID. He has been a specialist in Public Policy and Government Management throughout his career. He has taught undergraduate and graduate courses at higher education institutions for 20 years, in particular at the Getulio Vargas Foundation. He is currently a professor at EBAPE, the Dom Cabral Foundation and Government schools in Brazil and abroad. He is a speaker, writes publications and is a consultant for international organizations on issues relating to public management. He is Director at Instituto Publix, where, over the last 15 years, he has developed innovative methodologies and collaborated on leading initiatives to transform public administration.

Board Member 04/25/2017

Silvani Alves Pereira. Attended the MBA in Business Management course at the Fundação Getúlio Vargas, São Paulo, completed in 2005. Degree in Business Administration – Faculdades Planalto, Brasília, DF, concluded in 2003. University Extension Course in Public Management in Brazil – Federal University of Santa Catarina completed in 200X. University Extension Course in Business Consulting – University of Brasilia – completed in 2001. Employed by the Caixa Econômica Federal from 9/20/1982. Advisor to the president of Caixa Economica Federal, currently in the function. Secretary of Public Policy in the Department of Public Employment Policies – SPPE, Ministry of Labor; – August 2013 to May 2015. Member of the Steering Committee of the Workers’ Support Fund – CODEFAT – 2013-2015; Member of the PIS-PASEP Council – 2013-2015; Advisor to the Secretary of Public Employment Policies, the Ministry of
Labor and Employment – 2013; Health Secretary in the municipality of Serra, ES – 2009-2012; Senior Advisor in Empresa Gestora de Ativos – Emgea – Public Company under the Ministry of Finance, from January 1, 2007 to December 31, 2008; Secretary of State for the Department of Health from June 7 2006 to December 31, 2006; State Secretary for Strategic Management and Secretariat and Administrative Modernization of the State of Sergipe, from January 1 to June 6, 2006; Secretary of State in the Executive Secretariat of the Council of Economic and Social Development of the State of Sergipe, August 2, 2004 to December 31, 2005; Member of the Board of Administration of the Hematology Center Sergipe, June to December 2006; Member of the Board of AGETIS – Agency Technology Sergipe Information from May 2005 to December 2006; Member of the Board of Directors of Companhia Sergipana de Gás – SERGAS from April 2005 to December 2006; Member of the Board of Directors of the Banco do Estado de Sergipe – BANESE from December 2004 to March 2007; Member of the State of Sergipe Restructuring and Fiscal Adjustment Council
– CRAFI-SE, from October 2004 to December 2006; Liquidator of Companhia de Processamento de Dados de Sergipe S.A – PRODASE, from March 2005 to April 2007; Director – President of AGETIS – Sergipe Information Technology Agency from October 2004 to April 2005. Executive Superintendent in EMGEA – Empresa Gestora de Ativos, Linked to the Ministry of Finance, based in Brasilia, from August 2001 to July 2004; Superintendent of Institutional Business in the Caixa Economica Federal in the State of Espirito Santo, from January 2000 to August 2001; Superintendent of Institutional Business of CAIXA in the state of Sergipe, in 1997, 1998 and 1999; Superintendent of Business at the Caixa Econômica Federal, Goiás, in 1995 and 1996; and General Manager of the Caixa for eleven years, a position held in several Goiás municipalities.

Independent Board Member 04/25/2017

Rogério Paulo Calderón Peres . Business Administrator graduated from the Fundação Getulio Vargas-SP and with a degree in Accounting Sciences from the Fundação Eiro – SP. Postgraduate courses: E-Business Education Series – Darden Graduate School of Business Administration at the University of Virginia; Summer Executive Business School Case Studies in Consumer and Retail Companies – University of Western Ontario, Canada; Business and Training Strategy and Organization, Personnel, Leadership and Transformation Orientation – Princeton University – Center for Executive Development Faculty; Management of Continuing Education and Professional Training – PWC Arundel, England; Finance and Investment Decisions – Analysis and Metrics – Getulio Vargas Foundation – SP – Executive Business Development; “Making Corporate Boards More Effective” at Harvard Business School in November 2013. Professional experience: Served from 1981 to 2003, as a partner at PricewaterhouseCoopers, in the fields of Audit, Tax and Consulting, and rendered services to Alpargatas, Bunge, Colgate, Danone, Johnson & Johnson, Klabin, Nestlé, Rhodia, Santista Textil, Seara, Syngenta and Votorantim. He served from 2003 to 2005 in Ultrafertil, Fosfertil and Fertifos as member of the Board of Directors. He was a member of the Audit Committees of Fundação Bunge, Bungeprev and Fosfertil. And he served as director of Bunge Brasil and Fertifos. Also in this period he was Vice President of Administration and Finance in the fields of legal, tax and information technology. He served from 2006 to June 2007 at the Bunge Group as leader of the project that created the Fomento Agrícola Comércio e Exportação S.A. joint venture between Bunge Ltd. and E.I. DuPont, where he served as Chief Financial Officer. He served from June 2007 to September 2007 in Unibanco – União de Bancos Brasileiros S.A. as a member of the Fiscal Council. He was Executive Director of Unibanco S.A. from September 2007 to October 2009. Between 2007 and 2008 he served as a member of the Fiscal Council of Company S.A. (currently Brookfield S.A.). He served from 2009 to 2014 in Itaú Unibanco S.A. as a director. He served from 2009 to 2014 in Itaú Unibanco Holding S.A. as a director. He served from 2013 to 2014 on Tecnisa S.A. A a member of the Board of Directors He served from 2014 to 2016 with the HSBC Group, as Chief Financial Officer and as a member of HSBC Finance Management Board and HSBC Latin America Managerial Committee. Mr. Rogério Paulo Calderón Peres sits on the Board as an Independent Member within the context of article 2.1 of the Level 2 Corporate Governance Regulations of the BM&FBOVESPA.

Board of Executive Officers

The executive officers of Alupar Investimento S.A. are the Company’s legal representatives and responsible for its day-to-day executive management. The implement the policies and guidelines and carry out the activities related to the Company‘s business, ensuring that that the decisions and directives established by the Board of Directors are observed.

According to the Company’s Bylaws of the Company, its board must be composed of up to six members elected by the board of directors for terms of office two years, with reelection permitted. The board of directors may remove any executive officer prior to the expiration of his or her term. Regardless of the election date, the respective terms of officers shall expire on the date of the general shareholders’ meeting called to review the financial statements relative to the last fiscal year of their duties.

The board of executive officers currently consists of: (i) the chief executive officer; (ii) the executive vice president and chief financial officer; (iii) the commercial and technical officer; and (iv) the investor relations officer.

The Brazilian Corporate Law stipulates that all members of the board of executive officers must reside in Brazil and may or may not be shareholders. Furthermore, no more than one-third of the positions on the board of directors may be occupied by executive officers.

Name Position Date Elected
Chief Executive Officer 05/15/2017

Paulo Roberto de Godoy Pereira.Mr. Pereira earned a degree in business administration from Mackenzie University. He has been Alupar’s chief executive officer since 2006. He was an alternate to the Social and Economic Development Council (CDES) from February of 2003 to June of 2004 and, since then, has become a regular board member. He was also president of the Brazilian Association of Infrastructure and Base Industries (ABDIB).

Executive Vice President, Chief Financial, Administrative and Investor Relations Officer 05/15/2017

José Luiz de Godoy Pereira. Mr. Pereira earned a degree in civil engineering from Mackenzie University. He has worked for more than 17 years in the construction, infrastructure, and energy sectors. He worked as an engineer at Companhia Técnica, providing engineering and cable television services. He has served as vice president executive officer and chief financial officer at Alupar since July 11, 2007, and also served as investor relations officer from September 25, 2007 to November 7, 2011. On May 20, 2014, Mr. Pereira retook the position of Investor Relations Officer.

Commercial and Technical Officer 05/15/2017

Ênio Luigi Nucci. Mr. Nucci earned a degree in electrical engineering from Mogi das Cruzes University. He has worked for more than 25 years in the infrastructure and energy sectors, including in executive management positions at Schahin Engenharia, Eletromontagens Engenharia and Companhia Técnica. Mr. Nucci has served as Alupar’s commercial and technical director since 2006.

Fiscal Council

In accordance with Brazilian Corporate Law, the Fiscal Council is independent from the Company‘s Management and external auditors. Its main responsibility is to oversee Management and analyze the financial statements, reporting its findings to the shareholders.

Alupar’s Fiscal Council is not permanent and can be installed in any fiscal year provided that there is a request by the Company’s shareholders. Currently, there is no Fiscal Council installed.