GOVERNANCE

Board of Directors, Management and Committee

The management of ENEVA is comprised of the best professionals in the market. They are people who are passionate about what they do, and have a commitment to growth and innovation. We invest in talent and value experience.

According to the Novo Mercado Regulation, administrators must sign, prior to their Term of Office, a Term Acceptance of the Novo Mercado Regulation and the rules of the Chamber of Arbitration of BM&FBOVESPA.

Board of Directors

The Board of Directors will be composed of a minimum of seven (7) and a maximum of eleven (11) members, who may or may not be shareholders of the Company, elected by the General Shareholders’ Meeting with a unified term of one (1) year, with re-election allowed.

Currently the Board of Directors is composed of seven (07) members, five (05) independent.

As established in article 17 of the Company‘s  Bylaws, the Board of Directors is responsible for the general orientation of the Company‘s business, as well as for controlling and supervising its performance. Among other duties, it is the responsibility of the Board of Directors:

  • To exert the normative duties of the Company, being entitled to evoke any matter which is not in the scope of the private competence of the Shareholders’ Meeting or of the Executive Committee;
  • To outline the general guidelines of the Company’s business and to decide on any matter of material significance for the strategy of the Company, provided, however, that the Executive Committee will be responsible for all decisions related to the Company daily activities as provide in the Company‘s Bylaws;
  • To appoint and dismiss the members of the Company‘s Executive Board;
  • To assign, within the limits set annually by the Shareholders‘ Meeting, the compensation for the managers, when voted on the overall budget;
  • To assign to the members of the Executive Committee their respective duties, attributions and limits of competence not specified in these Bylaws, as well as to appoint the Investor Relations Officer, with due regard for the provisions of these Bylaws.

As stated in the Corporate Governance Policy of the Company, the Board must also ensure that the transactions involving related parties.

ENEVA S.A. recognizes the value of the good practices of corporate governance and strives constantly to improve them, working actively in the conduct of meetings with investors, holding talks with stakeholders, encouraging the participation of its shareholders at General Meetings and implementing in its undertakings the most advanced sustainable development techniques.

Board of Directors

Conselheiro de Administração

JERSON KELMAN – CHAIRMAN OF THE BOARD OF DIRECTORS

Mr.  Jerson Kelman has a civil engineer degree with major in hydraulics from the School of Engineering of UFRJ, Master’s Degree in Civil Engineering from COPPE -UFRJ, and Ph.D. in Hydrology and Water Resources from the Colorado State University. He is a member of the Board of Directors of the Iguá Saneamento S.A., member of the Advisory Board of Febraban and of the Conselho Curador da Fundação Brasileira para o Desenvolvimento Sustentável – FBDS. He has been the CEO of Companhia de Saneamento Básico do Estado de São Paulo – SABESP (2015-2018), Intervening Party in Empresa Energética de Mato Grosso do Sul – ENERSUL (2012-2014), Chairman in the Light Group (2010-2012), director general of the Agência Nacional de Energia Elétrica – ANEEL (2005-2008) and CEO of the Agência Nacional de Águas – ANA (2001-2004).

JOSÉ AURELIO DRUMMOND JR. – VICE-CHAIRMAN OF THE BOARD OF DIRECTORS

Mr. José Aurélio Drummond Jr. is graduated in Engineering from Faculdade de Engenharia Industrial/SP and post-graduated from Wharton Business School. He served as: (i) Chairman of Alcoa Latin America (metallurgical sector), (ii) partner of Victoria Capital Partners (private equity sector), (iii) Chairman of Whirlpool Latin America, Europe, Middle East and Africa (home appliances sector), and (iv) Chairman of BRF S.A. and member of its Board of Directors (food sector). These companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company. From January 19, 2016 to March 27, 2017, Mr. José Aurélio Drummond Jr. also held the position of Chief Executive Officer of the Company.

EDWYN NEVES – INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS

Mr. Edwyn Neves holds bachelor’s degree in Business Administration from FGV-EAESP. He is (i) partner of BTG Pactual (financial sector), (ii) member of the Private Equity team and director of (a) Estapar (parking and urban mobility sector), (b) B&A (mining and fertilizer sector) and (c) Deep Sea (Oil & Gas industry), and (iii) member of the Risk Committee of Petrobras Africa (Oil & Gas industry). Mr. Edwyn joined BTG Pactual in August 2008 as member of the private equity team. Before joining BTG Pactual, Mr. Edwyn Neves worked in the investment banking division of Credit Suisse in Brazil (financial sector) between April 2007 and July 2008. Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

LAVINIA HOLLANDA – INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS

Ms. Lavinia Hollanda, CFA, is officer and founding partner of Escopo Energia, boutique consulting firm focused on strategy, innovation and sustainability in the power sector. She is Doctor of Economics from EPGE-FGV, Master of Economics from UFRJ and graduated in Electric Engineering from UNICAMP. She was Survey Coordinator of the Energy Study Center of Fundação Getúlio Vargas, where she coordinated and wrote several articles and studies about energy. She worked in the financial market for ten years as analyst of companies of the electric and oil and gas industries and other regulated sectors (Banco Garantia, Credit Suisse, Jardim Botânico Investimentos, Macquarie Bank). She participated in applied research and consulting projects on Liquefied Natural Gas (CNI, ABRACE), Unitization (Petrobras), Intelligent Electric Network (ABRADEE, APTEL) and Urban Transportation (State of Rio de Janeiro). She was also professor of Regulation and Defense of Competition in the Professional Master’s Course on Corporate Finance and Economics at EPGE-FGV. Lavinia was external member of the Minority Committee of Petrobras, responsible for advising the Board of Directors of the company in related-party transactions, including the process of review of the Onerous Transfer Agreement (Nov/2016-Sep/2017). She was also member of the External Review Committee of Royal Dutch Shell between October/2015 and June/2017, and representative of the company in the Special Bidding Commission (CEL) of the 13th Bid Round of blocks for exploration and production of oil of the ANP (Jun/ 2015 and Sep/2016).

GUILHERME BOTTURA – INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS

Mr. Guilherme Bottura holds bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo. Between January 2003 and December 2004, he served as Superintendent of ABN AMRO (banking sector). Between January 2005 and July 2009, he was Vice-President of Goldman Sachs (banking sector) and between August 2009 and June 2011, he worked as Portfolio Administrator at Lanx Capital (resources management sector). In July 2011 he began his activities as Executive Officer Partner at Cambuhy Investimentos Ltda. (resources management sector), where he works to the present date. Mr. Guilherme Bottura also served as Director at Parnaíba Gás (sector of exploration and production of oil and natural gas). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, and for Cambuhy Investimentos Ltda., which is administrator of Cambuhy Fundo de Investimento em Participações, shareholder currently holding more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

MARCELO PEREIRA LOPES DE MEDEIROS – INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS

Mr. Marcelo Pereira Lopes de Medeiros holds bachelor’s degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo. Mr. Marcelo Medeiros is Co-President of Cambuhy Investimentos, a company he founded along with three other partners in 2011. He is also a founding partner of Lanx Capital (founded in 2003) and the private equity fund DLJ South American Partners (in 2006). Currently, he is a member of the Investment Committee of the fund that succeeded DLJ SAP, Victoria Capital Partners and is a member of the Board of Directors of Votorantim S.A., Alpargatas S.A., Ideal Invest S.A. and Eneva S.A.. During his professional career, he served as (i) Managing Director and member of the Executive Committee of Credit Suisse in Brazil; (ii) founding partner of Banco Capitaltec S.A.; (iii) partner of Banco Garantia; (iv) member of the Board of Directors of Hering;(v) member of the Board of Directors of Technos S.A.; (vi) member of the Board of Directors of Springs Global S.A.; (vii) member of the Board of Directors of America Latina Logisitica S.A.; (viii) member of the Board of Directors of Brazil Trade Shows Partners Participações S.A.; (ix) member of the Board of Directors of TAM S.A.; (x) member of the Board of Directors of Coteminas S.A. and, (xi) member of the Board of Directors of Damásio Educacional S.A.. Except for Cambuhy Investimentos Ltda., which is administrator of Cambuhy I Fundo de Investimento em Participações, a shareholder currently holding more than 5% of the common shares of the Company, these companies are not part of the economic group of Eneva, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

RENATO ANTONIO SECONDO MAZZOLA – INDEPENDENT MEMBER OF THE BOARD OF DIRECTORS

Mr. Renato Antônio Secondo Mazzola is partner of BTG Pactual Group and is currently responsible for Infrastructure and Private Equity. He joined BTG Pactual Group in June 2011. Mr. Renato has long experience in the financial market and he was investment administrator in several infrastructure companies in the following sectors: (i) transportation & logistics, (ii) waters, (iii) power and (iv) telecommunications. Before joining BTG Pactual Group, Mr. Renato served for five years as senior investment administrator at Interamerican Development Bank (BID), in the infrastructure division. Formerly, he worked at JP Morgan for five years. Currently, he is director of several companies around the world. In Brazil, he is director of the companies: Sete Brasil Participações S.A., Tropicalia Transmissora de Energia S.A., A Body Tech S.A., CCR Participações S.A., Globenet Cabos Sumarinos S.A., Universo Online S.A., and AllPark Empreendimentos Participações and Services S.A. No Chile é director das companies: Contrail Logística S.A. Latin America Power S.A., Infraestrutura Interportuaria S.A., Trenes Continetales S.A., Sociedade Concessionaria Autopista S.A., Sociedade Concessionaria Melipilla S.A., Ruta de los Ríos Sociedade Concessariona S.a. and Sociedaded Concessariona Valles del Desierto S.A. In Spain, he is director of the companies: Tunels de Barcelona I CADI CGC S.A., ATLL Concessarionária de La Generalitat de Catalunya, and in Bolivia he is director of Trenes Continentales S.A. He holds bachelor’s Degree in Economics from Pontifícia Universidade Católica (PUC-SP), with MBA in capital markets from Universidade de São Paulo (USP) and post-graduation in Foreign Affairs from The Fletcher School (Tufts University). Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

 

Board of Executive Officers

The Officers of ENEVA S.A. are the legal representatives, responsible mainly for the daily management of the Company and the implementation of policies and guidelines established by the Board. According to the Corporations Law, the Company´s Officers must be resident in the country, may be a shareholder or not. Moreover, until a maximum of one third of the members of the Board of Directors may hold positions in the Board of Executive Officers.

The Chief Executive Officer (CEO) and the Deputy Chief Executive Officer (Deputy-CEO) are elected by the Board of Directors of the Company with a term of two years, reelection being permitted. The Investor Relations Officer (IRO) function will be assigned to either the CEO or the Deputy CEO. Additionally, the Officers of the Company may be composed by non-statutory members.

Currently, the Board of Executive Officers is composed of:

Board of Executive Officers

Diretores

PEDRO ZINNER – CHIEF EXECUTIVE OFFICER AND INVESTOR RELATIONS OFFICER

Mr. Pedro Zinner holds bachelor’s Degree in Economics from PUC-Rio, with MBA from University of Chicago Booth School of Business. He has more than 20 years of experience in strategy, risk management, finance and corporate planning. Before becoming Chief Executive Officer (CEO) of ENEVA, Mr. Pedro Zinner was Financial Executive Officer. In addition, he was CEO of Parnaíba Gás Natural S.A. (oil and gas industry) and, formerly, Global Treasurer and Global Head of Tax and Shared Services, Vice-Chairman of BG Group, company engaged in the wholesale of processed threads and fibers, in the United Kingdom, Global Head of Treasury and Corporate Finance at Vale, Senior Managing Director at Vale (iron ore extraction sector), Global Head of Corporate Risk management of Vale in Switzerland and responsible for Analysis of Investments, Mergers & Acquisitions and Private Equity in Banco Icatu (financial sector). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, these companies are not part of the economic group of the issuer, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

MARCELO CAMPOS HABIBE – OFFICER

Mr. Habibe has a bachelor’s degree in Economics from Universidade Federal do Rio de Janeiro and has a Masters in Finance from Fundação Getúlio Vargas. He has over 17 years’ professional experience, including companies such as Brookfield Brasil and Embratel. He has also served as Treasurer at Vale S.A. for 8 years and as Corporate Treasurer and Head of M&A at Fibria S.A. for 4 years. Most recently, he was Director of Finance and Investor Relations at Omega Geração S.A.

LUIS VASCONCELOS – OFFICER

Mr. Luis Vasconcelos holds a bachelor‘s degree in chemistry from St. Lawrence University and a PhD in Environmental Chemistry from Washington University in St. Louis. With more than 20 years of professional experience, he is specialized in Organizational Design, Project Management, Business Planning and Change Management. Before coming to Eneva, worked at Vale S.A., Liq Participações S.A. (former Contax) and in diverse management consulting firms as Booz Allen & Hamilton Inc., Spectrum Strategy Consultants Limited and K2 Achievements Ltda. These companies are not part of the economic group of the issuer, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

LINO LOPES CANÇADO – OFFICER

Mr. Lino Lopes Cançado is graduated and post-graduated in Mechanical Engineering from PUC – Rio, with master degree in Management of Oil & Gas Development Projects from Heriot-Watt University, Edinburgh, in Scotland. He has more than 23 years of experience in the Oil & Gas industry, with emphasis on management of projects, construction of wells, production and extraction of natural gas. He served as Operations Executive Officer of Parnaíba Gás Natural S.A. (Oil & Gas industry), and, before that, he was Vice-Chairman of Integrated Projects at Schlumberger South America, Operations Executive Officer at Schlumberger Brasil, Manager of Integrated Projects at Schlumberger Brasil, Project Manager in the development of gas fields in the North of Mexico at Schlumberger Mexico and Central America (Oil & Gas industry). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, these companies are not part of the economic group of the issuer, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

 

Committees

ENEVA S.A. also relies on its corporate governance structure with Advisory Committees of the Board, namely: Audit Committee, Strategy Committee and Human Resources.

Audit Committee

The Audit Committee is an advisory body and assist the Board of Directors, recommending and advising it in its decisions on (i) integrity of financial statements and internal control and risks’ processes; (ii) review of the Company’s financial results; (iii) effectiveness of the internal audit processes and operating systems; (iv) independence, qualifications and performance of the independent auditors; (iv) compliance with applicable laws and regulations; and (v) subjects related to Compliance and Whistleblowing Channel.

The Audit Committee has, among others, the following responsibilities:

  • Analysis of Financial Reports and Data;
  • Monitor and ensure the effectiveness of internal control and risk management systems, including control and security of information technology;
  • Reviewing reports of the internal audit department;
  • Reviewing reports of the independent audit , and
  • Compliance: Reviewing the effectiveness of the systems for monitoring compliance with Laws and regulations
  • Monitor and ensure the efficiency and soundness of processes and financial reporting systems of ENEVA

Members of the Committee

Membros do Comitê 1

EDWYN NEVES – MEMBER OF THE COMMITTEE

Mr. Edwyn Neves holds bachelor’s degree in Business Administration from FGV-EAESP. He is (i) partner of BTG Pactual (financial sector), (ii) member of the Private Equity team and director of (a) Estapar (parking and urban mobility sector), (b) B&A (mining and fertilizer sector) and (c) Deep Sea (Oil & Gas industry), and (iii) member of the Risk Committee of Petrobras Africa (Oil & Gas industry). Mr. Edwyn joined BTG Pactual in August 2008 as member of the private equity team. Before joining BTG Pactual, Mr. Edwyn Neves worked in the investment banking division of Credit Suisse in Brazil (financial sector) between April 2007 and July 2008. Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

GUILHERME BOTTURA – MEMBER OF THE COMMITTEE

Mr. Guilherme Bottura holds bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo. Between January 2003 and December 2004, he served as Superintendent of ABN AMRO (banking sector). Between January 2005 and July 2009, he was Vice-President of Goldman Sachs (banking sector) and between August 2009 and June 2011, he worked as Portfolio Administrator at Lanx Capital (resources management sector). In July 2011 he began his activities as Executive Officer Partner at Cambuhy Investimentos Ltda. (resources management sector), where he works to the present date. Mr. Guilherme Bottura also served as Director at Parnaíba Gás (sector of exploration and production of oil and natural gas). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, and for Cambuhy Investimentos Ltda., which is administrator of Cambuhy Fundo de Investimento em Participações, shareholder currently holding more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

Strategy Committee

The Strategy Committee is an advisory body and assists the Board of Directors advising and making recommendations in their decisions regarding (i) the Company’s projects pipeline; (ii) status of ongoing projects, including M&A operations in which the Company is involved; (iii) business strategies; (iv) cash projections, including CAPEX and projects financing; (v) financing strategies and annual budget; (vi) review of periodic and annual financial results and definition of multiannual plans; (vii) strategic regulatory issues; (viii) adherence to the Company’s Vision, as defined by the Board of Directors; and (ix) other relevant and strategic subjects.

The Strategy Committee has, among others, the following responsibilities:

  • Acknowledge, discuss and make recommendations regarding the Company’s project pipeline;
  • Ensure compliance with regulatory rules and communication with the market; and
  • Monitor and ensure the efficiency and soundness of processes and financial reporting systems of ENEVA

Members of the Committee

Membros do Comitê 2

EDWYN NEVES – MEMBER OF THE COMMITTEE

Mr. Edwyn Neves holds bachelor’s degree in Business Administration from FGV-EAESP. He is (i) partner of BTG Pactual (financial sector), (ii) member of the Private Equity team and director of (a) Estapar (parking and urban mobility sector), (b) B&A (mining and fertilizer sector) and (c) Deep Sea (Oil & Gas industry), and (iii) member of the Risk Committee of Petrobras Africa (Oil & Gas industry). Mr. Edwyn joined BTG Pactual in August 2008 as member of the private equity team. Before joining BTG Pactual, Mr. Edwyn Neves worked in the investment banking division of Credit Suisse in Brazil (financial sector) between April 2007 and July 2008. Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

GUILHERME BOTTURA – MEMBER OF THE COMMITTEE

Mr. Guilherme Bottura holds bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo. Between January 2003 and December 2004, he served as Superintendent of ABN AMRO (banking sector). Between January 2005 and July 2009, he was Vice-President of Goldman Sachs (banking sector) and between August 2009 and June 2011, he worked as Portfolio Administrator at Lanx Capital (resources management sector). In July 2011 he began his activities as Executive Officer Partner at Cambuhy Investimentos Ltda. (resources management sector), where he works to the present date. Mr. Guilherme Bottura also served as Director at Parnaíba Gás (sector of exploration and production of oil and natural gas). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, and for Cambuhy Investimentos Ltda., which is administrator of Cambuhy Fundo de Investimento em Participações, shareholder currently holding more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

RENATO ANTONIO SECONDO MAZZOLA – MEMBER OF THE COMMITTEE

Mr. Renato Antônio Secondo Mazzola is partner of BTG Pactual Group and is currently responsible for Infrastructure and Private Equity. He joined BTG Pactual Group in June 2011. Mr. Renato has long experience in the financial market and he was investment administrator in several infrastructure companies in the following sectors: (i) transportation & logistics, (ii) waters, (iii) power and (iv) telecommunications. Before joining BTG Pactual Group, Mr. Renato served for five years as senior investment administrator at Interamerican Development Bank (BID), in the infrastructure division. Formerly, he worked at JP Morgan for five years. Currently, he is director of several companies around the world. In Brazil, he is director of the companies: Sete Brasil Participações S.A., Tropicalia Transmissora de Energia S.A., A Body Tech S.A., CCR Participações S.A., Globenet Cabos Sumarinos S.A., Universo Online S.A., and AllPark Empreendimentos Participações and Services S.A. No Chile é director das companies: Contrail Logística S.A. Latin America Power S.A., Infraestrutura Interportuaria S.A., Trenes Continetales S.A., Sociedade Concessionaria Autopista S.A., Sociedade Concessionaria Melipilla S.A., Ruta de los Ríos Sociedade Concessariona S.a. and Sociedaded Concessariona Valles del Desierto S.A. In Spain, he is director of the companies: Tunels de Barcelona I CADI CGC S.A., ATLL Concessarionária de La Generalitat de Catalunya, and in Bolivia he is director of Trenes Continentales S.A. He holds bachelor’s Degree in Economics from Pontifícia Universidade Católica (PUC-SP), with MBA in capital markets from Universidade de São Paulo (USP) and post-graduation in Foreign Affairs from The Fletcher School (Tufts University). Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

MARCELO PEREIRA LOPES DE MEDEIROS – MEMBER OF THE COMMITTEE

Mr. Marcelo Pereira Lopes de Medeiros holds bachelor’s degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo. Mr. Marcelo Medeiros is Co-President of Cambuhy Investimentos, a company he founded along with three other partners in 2011. He is also a founding partner of Lanx Capital (founded in 2003) and the private equity fund DLJ South American Partners (in 2006). Currently, he is a member of the Investment Committee of the fund that succeeded DLJ SAP, Victoria Capital Partners and is a member of the Board of Directors of Votorantim S.A., Alpargatas S.A., Ideal Invest S.A. and Eneva S.A.. During his professional career, he served as (i) Managing Director and member of the Executive Committee of Credit Suisse in Brazil; (ii) founding partner of Banco Capitaltec S.A.; (iii) partner of Banco Garantia; (iv) member of the Board of Directors of Hering;(v) member of the Board of Directors of Technos S.A.; (vi) member of the Board of Directors of Springs Global S.A.; (vii) member of the Board of Directors of America Latina Logisitica S.A.; (viii) member of the Board of Directors of Brazil Trade Shows Partners Participações S.A.; (ix) member of the Board of Directors of TAM S.A.; (x) member of the Board of Directors of Coteminas S.A. and, (xi) member of the Board of Directors of Damásio Educacional S.A.. Except for Cambuhy Investimentos Ltda., which is administrator of Cambuhy I Fundo de Investimento em Participações, a shareholder currently holding more than 5% of the common shares of the Company, these companies are not part of the economic group of Eneva, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

 

Human Resources Committee

The Human Resources Committee is an advisory body that assists and makes recommendations to the Board of Directors on their decisions on remuneration issues and people policies.

The Human Resources Committee shall be composed of two (2) members of the Board of Directors and two (2) members of the Board of Officers.

The Human Resources Committe has, among others, the following responsibilities:

  • Make recommendations to the Board of Directors regarding performance evaluation of the CEO and the Vice President, approval of performance assessments of senior managers of the Company and its subsidiaries and making recommendations to the Board of Directors regarding succession planning and executive development;
  • Analyze and report to the Board of Directors on general executive compensation strategy and the development and implementation of programs and compensation benefits;
  • Examine the plans and programs for recruitment, retention, succession, promotion and development of the ‘pool‘ of Company‘s talents;

Members of the Committee

Membros do Comitê 3

EDWYN NEVES – MEMBER OF THE HUMAN RESOURCES COMMITTEE

Mr. Edwyn Neves holds bachelor’s degree in Business Administration from FGV-EAESP. He is (i) partner of BTG Pactual (financial sector), (ii) member of the Private Equity team and director of (a) Estapar (parking and urban mobility sector), (b) B&A (mining and fertilizer sector) and (c) Deep Sea (Oil & Gas industry), and (iii) member of the Risk Committee of Petrobras Africa (Oil & Gas industry). Mr. Edwyn joined BTG Pactual in August 2008 as member of the private equity team. Before joining BTG Pactual, Mr. Edwyn Neves worked in the investment banking division of Credit Suisse in Brazil (financial sector) between April 2007 and July 2008. Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

GUILHERME BOTTURA – MEMBER OF THE COMMITTEE

Mr. Guilherme Bottura holds bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo. Between January 2003 and December 2004, he served as Superintendent of ABN AMRO (banking sector). Between January 2005 and July 2009, he was Vice-President of Goldman Sachs (banking sector) and between August 2009 and June 2011, he worked as Portfolio Administrator at Lanx Capital (resources management sector). In July 2011 he began his activities as Executive Officer Partner at Cambuhy Investimentos Ltda. (resources management sector), where he works to the present date. Mr. Guilherme Bottura also served as Director at Parnaíba Gás (sector of exploration and production of oil and natural gas). Except for Parnaíba Gás Natural S.A., which is controlled by the Company, and for Cambuhy Investimentos Ltda., which is administrator of Cambuhy Fundo de Investimento em Participações, shareholder currently holding more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

JOSÉ AURÉLIO DRUMMOND JR. – MEMBER OF THE COMMITTEE

Mr. José Aurélio Drummond Jr. is graduated in Engineering from Faculdade de Engenharia Industrial/SP and post-graduated from Wharton Business School. He served as: (i) Chairman of Alcoa Latin America (metallurgical sector), (ii) partner of Victoria Capital Partners (private equity sector), (iii) Chairman of Whirlpool Latin America, Europe, Middle East and Africa (home appliances sector), and (iv) Chairman of BRF S.A. and member of its Board of Directors (food sector). These companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company. From January 19, 2016 to March 27, 2017, Mr. José Aurélio Drummond Jr. also held the position of Chief Executive Officer of the Company.

LUIS VASCONCELOS – MEMBER OF THE COMMITTEE

Mr. Luis Vasconcelos holds a bachelor‘s degree in chemistry from St. Lawrence University and a PhD in Environmental Chemistry from Washington University in St. Louis. With more than 20 years of professional experience, he is specialized in Organizational Design, Project Management, Business Planning and Change Management. Before coming to Eneva, worked at Vale S.A., Liq Participações S.A. (former Contax) and in diverse management consulting firms as Booz Allen & Hamilton Inc., Spectrum Strategy Consultants Limited and K2 Achievements Ltda. These companies are not part of the economic group of the issuer, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

MARCELO PEREIRA LOPES DE MEDEIROS – MEMBER OF THE COMMITTEE

Mr. Marcelo Pereira Lopes de Medeiros holds bachelor’s degree in Civil Engineering from Escola Politécnica da Universidade de São Paulo. Mr. Marcelo Medeiros is Co-President of Cambuhy Investimentos, a company he founded along with three other partners in 2011. He is also a founding partner of Lanx Capital (founded in 2003) and the private equity fund DLJ South American Partners (in 2006). Currently, he is a member of the Investment Committee of the fund that succeeded DLJ SAP, Victoria Capital Partners and is a member of the Board of Directors of Votorantim S.A., Alpargatas S.A., Ideal Invest S.A. and Eneva S.A.. During his professional career, he served as (i) Managing Director and member of the Executive Committee of Credit Suisse in Brazil; (ii) founding partner of Banco Capitaltec S.A.; (iii) partner of Banco Garantia; (iv) member of the Board of Directors of Hering;(v) member of the Board of Directors of Technos S.A.; (vi) member of the Board of Directors of Springs Global S.A.; (vii) member of the Board of Directors of America Latina Logisitica S.A.; (viii) member of the Board of Directors of Brazil Trade Shows Partners Participações S.A.; (ix) member of the Board of Directors of TAM S.A.; (x) member of the Board of Directors of Coteminas S.A. and, (xi) member of the Board of Directors of Damásio Educacional S.A.. Except for Cambuhy Investimentos Ltda., which is administrator of Cambuhy I Fundo de Investimento em Participações, a shareholder currently holding more than 5% of the common shares of the Company, these companies are not part of the economic group of Eneva, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

RENATO ANTÔNIO SECONDO MAZZOLA – MEMBER OF THE COMMITTEE
Mr. Renato Antônio Secondo Mazzola is partner of BTG Pactual Group and is currently responsible for Infrastructure and Private Equity. He joined BTG Pactual Group in June 2011. Mr. Renato has long experience in the financial market and he was investment administrator in several infrastructure companies in the following sectors: (i) transportation & logistics, (ii) waters, (iii) power and (iv) telecommunications. Before joining BTG Pactual Group, Mr. Renato served for five years as senior investment administrator at Interamerican Development Bank (BID), in the infrastructure division. Formerly, he worked at JP Morgan for five years. Currently, he is director of several companies around the world. In Brazil, he is director of the companies: Sete Brasil Participações S.A., Tropicalia Transmissora de Energia S.A., A Body Tech S.A., CCR Participações S.A., Globenet Cabos Sumarinos S.A., Universo Online S.A., and AllPark Empreendimentos Participações and Services S.A. No Chile é director das companies: Contrail Logística S.A. Latin America Power S.A., Infraestrutura Interportuaria S.A., Trenes Continetales S.A., Sociedade Concessionaria Autopista S.A., Sociedade Concessionaria Melipilla S.A., Ruta de los Ríos Sociedade Concessariona S.a. and Sociedaded Concessariona Valles del Desierto S.A. In Spain, he is director of the companies: Tunels de Barcelona I CADI CGC S.A., ATLL Concessarionária de La Generalitat de Catalunya, and in Bolivia he is director of Trenes Continentales S.A. He holds bachelor’s Degree in Economics from Pontifícia Universidade Católica (PUC-SP), with MBA in capital markets from Universidade de São Paulo (USP) and post-graduation in Foreign Affairs from The Fletcher School (Tufts University). Except for Banco BTG Pactual, which currently holds more than 5% of the common shares of the Company, the other companies are not part of the economic group of the Company, and are not controlled by shareholder of the Company holding direct or indirect interest corresponding to 5% of the same class or type of marketable security of the Company.

 

Fiscal Committee

According to the Corporation Law, the Fiscal Committee is a corporate body independent of management and external auditors and that can function as permanent or non-permanent. The Company provides in its Bylaw the functioning of the Fiscal Committee as non-permanent and can be installed at the request of shareholders, in accordance with the applicable law.

When installed, the Fiscal Committee duties as set forth in the applicable regulation remain in operation until the first Ordinary General Shareholders Meeting after its installation. The main responsibilities of the Fiscal Committee are to oversee the activities of management, review the company‘s financial statements and report its findings to shareholders. According to the Corporations Law, the Fiscal Committee shall be composed of at least three and no more than five members and an equal number of alternates.

The Fiscal Council was not installed on the last AGM held in April 24, 2018