Management

Equatorial Energia is managed by its Board of Directors and a Board of Executive Officers. According to the Novo Mercado Adhesion Agreement signed with the BM&FBovespa, Equatorial is subject to the rules relating to management laid down by the Novo Mercado regulations and the Adhesion Agreement.

Equatorial Energia’s Board of Directors

Equatorial Energia board of directors is responsible for establishing its long-term strategies and setting its general business policies and guidelines. It is also responsible for, among other matters, the supervision of the Company’s officers’ activities. Meetings of Equatorial Energia board of directors may be called by the chairman of the board of directors or the majority of its members, and may be called without notice upon presence of all members in office. Board resolutions are passed by the vote of a majority of its members.

The Company’s bylaws provide for a minimum number of five members and the maximum number of nine members for its board of directors. Members of Equatorial Energia board of directors are elected at the shareholders’ meeting for a period of two years, and reelection is allowed.

Under Brazilian corporation law, a member of the board of directors is prevented from voting in any meeting or from acting in any business operation or dealings where there is a conflict of interest with the Company.

Current structure of the Board 

Election held on October 30, 2019

Carlos Augusto Leone Piani Chairman of the Board

Carlos Augusto Leone Piani, Board Member - Mr. Piani is President of the canadian division of Kraft Heinz Company, having been Vinci Capital Gestora de Recursos Ltda.’s Executive Officer since April 2010, being co-responsible for the Private Equity sector. Additionally, Mr. Piani is a member of Companhia Mineira de Açúcar e Álcool Participações’s and Unidas S.A.’s Board of Directors since July 2011, Board Member of Equatorial Energia S.A.’s Board of Directors and member of CEMAR’s Board since April 2010 and March 2006, respectively. In Equatorial, was also a member of the Board between November 2008 and April 2010, was also the company’s CEO from March 2007 to April 2010. In CEMAR was also Administrative and Financial Vice-President from May 2004 to March 2006 and Chief Executive Officer between March 2006 and April 2010. Before, he worked for six years at Banco Pactual. Between 2000 and 2004, he coordinated the venture capital funds management managed by the bank’s Investment Area. During this period, he served as a member of the Board Proteus Soluções em Tecnologia da Informação S.A., Visionnaire S.A., Extracta Moléculas S.A., Padtec S.A., Pini S.A, Automatos International Ltd., SpringWireless Ltd. and Fiscal Council Alternate of Eletropaulo Metropolitana Energia Elétrica de São Paulo S.A. (from April 2003 to March 2004). Between 1998 and 2000, he worked in the area Corporate Finance in Operation focused on the sectors of Infrastructure. Before Pactual, in 1997 he worked at Ernst & Young as an analyst in the Department of Business Valuation. Mr. Piani has a degree in Informatics from PUC-RJ and in Business Administration from IBMEC. In addition, he earned a CFA Charterholder by CFA Institute in 2003 and completed the course Owners and President Management (OPM) Program at Harvard Business School in 2008.

Guilherme Mexias Aché Vice Chairman of the Board

Guilherme Mexias Aché, Vice Chairman of the Board - Mr. Aché is an economist and founding partner at Squadra Investimentos, acting as CEO and co-CIO. He is also Board Member at Imaginarium Group. Mr. Aché has been responsible for the corporate analysis at Pactual Bank between 1993 and 1998, where he started as associate in 1991. From 1998 to 2007, was one of the founding partners and officer at JGP Gestão de Recursos, where he acted as Portfolio Manager responsible for domestic and emerging equity markets.

Firmino Ferreira Sampaio Neto Board Member

Firmino Ferreira Sampaio Neto, Chairman of the Board - Mr. Sampaio Neto was the chairman of the Company’s board of directors from March 2006 to April 2010, and member of the Board from CEMAR since May 2004. Mr. Sampaio Neto was chief executive officer of Eletrobrás from 1996 to 2001 and of Eletrobrás Termonuclear from 2000 to 2001. Prior to Eletrobrás, Mr. Sampaio Neto was president and chief financial officer of COELBA for fourteen years from 1984 to 1997. He was also a member of the boards of directors of Furnas, Itaipu Binacional, CHESF, Eletrosul, Gerasul, CEMIG, ENERSUL, CEMAT and Light. Mr. Sampaio Neto received a degree in economics from the Federal University in Bahia and a postgraduate degree in industrial planning from SUDENE/IPEA/FGV. Mr. Sampaio Neto is also member of the board in Equatorial Energia S.A. and ex-member of Light S.A’s.

Paulo Jerônimo Bandeira de Mello Pedrosa Independent Board Member

Paulo Jerônimo Bandeira de Mello Pedrosa, Counselor - Mr. Pedrosa was an advisor to Equatorial Energia from March 2006 to 2015. It is an integral part of the Competitiveness Council of the Brazil Major Plan and the Councils of Regulated Industries and Energy of the Commercial Association of Rio de January. Previously he participated in the Councils of CEMAR and Light. Mr. Pedrosa is also the Executive President of the Brazilian Association of Large Industrial Energy Consumers and Free Consumers (Abrace). He has taught as a lecturer in the IBMEC-Rio and FGV-SP MBA in Energy, Post-Graduation in Energy Law from Universidade Cândido Mendes and USP, Unifei and UnB courses. He worked for Eletronorte in the project of hydraulic turbines and hydroelectric power plants and was President of Chesf and the Brazilian Association of Energy Marketers (Abraceel). He also served as an advisor to the Energy Subcommittee and the Federal Senate Infrastructure Commission. For four years, Mr. Pedrosa was director of the National Electric Energy Agency (Aneel). Mr. Pedrosa has a degree in Mechanical Engineering from the University of Brasília (UnB), with complementary technical training in auxiliary systems of hydroelectric plants, hydraulic turbines and small hydroelectric power plant projects (PCHs) and MBA by FIA-USP.

Luiz Henrique de Moura Gonçalves Independent Board Member

Luis Henrique de Moura Gonçalves, Independent Board Member - Mr. Gonçalves is a partner and Board Member at Gera Venture and Eleva Educação since 2011; Imaginarium (since 2012), and Brasil Brokers (since 2014). He was responsible by the equity strategy in 3G Capital based in New York between 2005 and 2011. Between 1998 and 2004 was portfolio manager for international equity and research at JGP S.A.. He was responsible for corporate finance and equity manager at Pactual Bank between 1994 and 1998, international trainee and corporate finance analyst at Citibank between 1990 and 1994. Mr.Gonçalves graduate in Business Administration in PUC-Rio, MBA in Corporate Finance by IBMEC and M&A by Wharton School of Business.

Marcos Martins Pinheiro Independent Board Member

Marcos Martins Pinheiro, Conselhiero - Mr. Pinheiro has a master's degree in Economic Sciences with emphasis on Industrial Organization and a degree in Economic Sciences from PUC / RJ. He was the winner of the 5th ANBIMA Capital Markets Award. He joined Opportunity in 2011 as an analyst for companies in the electricity and oil sectors. Subsequently, he also participated in the management committee, where he operates until today. He was an assistant professor of investment analysis in the PUC / RJ economics degree program, member of the Fiscal Council of Companhia Energética de Pernambuco and also served as credit risk analyst at Itaú-Unibanco.

Tânia Sztamfater Chocolat Board Member

Senior Director of the Direct Equity Investments for Latin America in Canada Pension Plan Investment Board since May 2017. Previously, Tania was responsible for the management of illiquid investments in Raiz Investimentos, and the Director responsible for investments in Private Equity in Brazil by the Capital Group. He was an alternate member of the Board of Directors of STP (Sem Parar). Previously, Tania held various positions at Banco Itaú and Unibanco between 2004 and 2013 in the areas of Investment Banking, Private Banking and Equity Research. She was Head of the Solution Partners area at Itau Private Bank, Executive Director at Itaú BBA, Director, Head and Senior Analyst in the consumer and retail sector of Equity Research at Unibanco. She also worked in the Investment Banking area of ​​Banco JP Morgan . Tania holds a degree in Production Engineering from the Polytechnic School of the University of São Paulo.

Equatorial Energia’s Board of Executive Officers 

Equatorial Energia executive officers are the legal representatives of the company, responsible for the day-to-day management of its business and for implementing the resolutions of its board of directors.

Under Brazilian corporation law, each executive officer must be a resident in Brazil, and may or may not be a shareholder. In addition, up to a maximum of one third of the board of directors’ positions may be held by executive officers.

The Company’s bylaws provide for a minimum of two executive officers, including a chief executive officer and a chief financial officer. The remaining members elected as executive officers do not require any specific designation; all hold office for a period of one year and reelection is allowed.

Executive officers may be elected by the board of directors for a period of one year; reelection is allowed and executive officers may be removed from office at will by the Company’s board of directors.

Current structure of Equatorial Energia’s Board of Executive Officers 

Updated on August 8, 2017

Augusto Miranda da Paz Junior Chief Executive Officer

Augusto Miranda da Paz Junior, Executive Officer - Mr. Miranda is CEMAR‘s CEO since April 2010. From 2007 to 2010 he was Vice President Officer of Operations and previously was CEMAR‘s Engineering Officer since July 2004. Mr.Miranda is an experienced executive with over 20 years in the energy sector. Before joining CEMAR, Mr. Miranda has held several positions in the areas of Electric System Maintenance Management in COELBA being also representative of COELBA next to CCON. Mr. Miranda is an electrical engineer graduated from Federal University of Bahia, specializing in Maintenance Management promoted by Eletrobras alongside PUC/RJ and the Escola Federal de Engenharia de Itajubá/MG and MBA in Energy Business Management from FGV/SP.

Leonardo da Silva Lucas Tavares de Lima Chief Financial Officer and Investor Relations Officer

Leonardo da Silva Lucas Tavares de Lima, Executive Officer - Mr. Tavares de Lima is CELPA‘s Chief Financial Officer (CFO) since November, 2012. Before that, he was CEMAR‘s CFO as from April, 2011 and October, 2012, having been CEMAR Head Controller. He is working within Equatorial Group since 2005. Before joining CEMAR, Leonardo worked at Telemar Norte Leste, ABN Amro, URB - Empresa de Urbanização de Recife and at Shell Brasil. Graduated at Civil Engineering by Universidade de Pernambuco, postgraduate at Production Management and MBA in Electric Energy Business Management, by FGV (Fundação Getúlio Vargas).

Carla Ferreira Medrado Executive Officer

Carla Ferreira Medrado, Executive Officer - Mrs. Carla Medrado became Chief Human Resources Officer at CEMAR in August, 2010 and at CELPA in 2014, having been Human Resources Manager since July, 2008. Graduated in Business Administration with Emphasis on Foreign Trade, postgraduate in Business Competition Strategy and Human Resources Management in FGV and Executive & Personal Coach by the International Coaching Community (ICC). Carla has more than 20 years of experience in business departments, having been Human Resources Manager at TIM Brasil and Administrative Manager at COMPAR - Cia. Paraense de Refrigerantes.

Sérvio Túlio dos Santos Executive Officer

Sérvio Túlio dos Santos, Executive Officer - Graduated in Electric Energy by the UFPB (1986), with specialization in Digital Technology by the UFBA and MBA in Business Management by FGV. Has held several managerial positions in Neoenergia Distribution Companies: COELBA (1986-2001) and CELPE (2001-2005). Has been CELPA‘s Distribution Head Officer (2012-2013). Within CEMAR, has worked at the following departments: Technical (2005-06), Maintenance (2007-08), Light For All Program (2008-11), Expansion (2011-12) and Operations (2014-15).

Tinn Freire Amado Executive Officer

Tinn Freire Amado, Executive Officer - Mr. Freire Amado is Director of Regulatory Affairs since July 2006. Mr. Amado has served as coordinator of the team responsible for adjusting and revising tariffs for use of eletric power’s distribution systems of the Superintendent‘s Regulation of Distribution Services of Electric Energy‘s National Agency - ANEEL. He also worked as an expert on regulation at CPFL Energia. He graduated in electrical engineering from the Federal School of Engineering Itajubá, with a Master in Economics of Regulation and Antitrust by UNB.

Humberto Luis Queiroz Nogueira Executive Officer

Humberto Luis Queiroz Nogueira, Executive Officer - Mr. Nogueira was appointed CEMAR‘s Execuive Officer in August, 2016 and Equatorial‘s in August, 2017. Has been working within the Group since 2005, where he managed the Logistic and Suppliers Departament of Equatorial, and the Operations and SAP Project of CEMAR. Before entering the group, Mr. Nogueira worked at Oi/Telemar from 1987 until 2005. Graduated by UNIFACS.

Equatorial Energia’s Fiscal Council

The Equatorial’s Fiscal Council is not a permanent body. Its main powers, responsibilities and functions are to audit and oversee the Equatorial’s management and review the Company’s financial statements. According to the Brazilian corporation law, the Fiscal Council is an independent management body from the Company and external auditors. Its main responsibilities consist of monitoring the acts performed by the management and assessing and giving opinions on the financial statements for the year.

The Fiscal Council is installed only by the request of shareholders in accordance with Brazilian corporation law. Otherwise, the Fiscal Council will be composed of at minimum three and at maximum five effective members and an equal number of alternates, elected by Annual Shareholders Meeting. Its effective and alternate members, shareholders or not, will be elected by Annual Shareholders Meeting that deliberates about its installation, determines the fees, in respect with the legal boundaries. When operating, the Fiscal Council has responsibilities and powers conferred by law. The minimum operating period of Fiscal Council will be ended in the first Annual Shareholders Meeting realized after its installation.

Current structure of Equatorial Energia’s Fiscal Council

Election held on April 30, 2019

Paulo Roberto Franceschi Fiscal Council Member

Paulo Roberto Franceschi, Fiscal Council. Mr. Paulo Roberto is partner of Audicontrol, Auditoria e Controle - an Independent Auditing and Consulting firm, since 1995. As a Senior Partner, his responsibilities are the strategic management of the business, technical responsibility over the jobs performed by the other partners and the general administration of the firm. He worked in International Audit for 18 years before creating Audicontrol. Also, he is part of the Fiscal Council of Bematech S.A. - a public held company - for 6 years, he is part Economic Council of Mitra Arquidiocese de Curitiba for 5 years and the Executive Council of a familial company for 5 years. Also, he was part of the Fiscal Council of a limited liability company that operates in the chemistry sector in 2008 and part of the Audit Committee, as assessor of the Council of Administration, of Positivo Informática - public held company, in 2007 and 2008. Mr. Paulo Roberto graduated in Economics in FAE Business School and Accounting in Fundação de Estudos Sociais do Paraná.

Vanderlei Dominguez da Rosa Fiscal Council Member

Vanderlei Dominguez da Rosa, Fiscal Council. Mr. Dominguez is graduated in Accounting Sciences by the Universidade Federal do Rio Grande do Sul (UFRGS) and in extension courses in Capital Markets by the UFRGS and Expenses Accounting by Pontifícia Universidade Católica do Rio Grande do Sul (PUC-RS). He is also an executive-partner at HB Audit and his main role is to execute, review and manage the independent auditing works and is the technical responsible to CVM (Brazilian SEC). Fiscal Council member at Odontoprev, Sanepar, Tecnisa and Weg; and a Fiscal Council substitute member at Marcopolo, Padtec, Ideiasnet, Officer Distribuidora; In the last 5 years, has acted as Fiscal Council member at Triunfo, Equatorial Energia, Celpa, OSX, Tegma, Multiplus, MPX, Tupy and Marisol.

Saulo de Tarso Alves de Lara Fiscal Council Member

Saulo de Tarso Alves de Lara, Fiscal Council Member. Graduted in Business Administration (1979) in Fundação Getúlio Vargas. Concluded extension courses at IMD (International Management Development (1984) where he obtained his degree in Control and Finance. Mr. Lara started his career at Arthur Andersen where he acted as external auditor for 10 years. Between 1987 and 1996, worked in the construction segment, in the cement industry being responsible for the compliance and corporate control for the Brazilian and South American operations. In 1996, became CEO of Americana, in the packing business. In 1998, became Chief Planning and Controller Officer at Cyrela, where he worked until 2010, when he became Chief Controller Officer at PDG Realty. Since 2013, he is CFO at Greenwood Resource Brasil.

Claudia Luciana Ceccatto de Trotta Fiscal Council Member

Claudia Luciana de Trotta, Alternate Fiscal Council - Ms. Trotta graduated in Law from the Faculdade de Direito de Curitiba and specialized in Corporate Law from the Universidade Federal do Paraná. Ms. Trotta is currently a member of Trotta, Ceccatto Advogados Associados, law firm with specialized expertise in the areas of Corporate, Business, Foreign Investment, Business Contracts, Administrative Law and Competition, Environmental Law, Civil Law and Real Estate since 2013. Was also a member, for 18 years, of the Office Augusto Prolik - Advogados Associados, acting as a lawyer in the areas of Business Law, Corporate Law, Contracts and Foreign Investments. Ms. Trotta is also member of the Comissão de Sociedades de Advogados da Ordem dos Advogados do Brasil, Paraná Section since July 2013 and was an instructor of the Comissão de Seleção da Ordem dos Advogados do Brasil, from Paraná, from January 2005 to January 2007, responsible for the reportage of archiving processes of creation, modification and other corporate acts of law firms.

Ricardo Bertucci Fiscal Council Member

Ricardo Bertucci, Fiscal Council. Mr. Bertucci is graduated in Accounting Sciences by UFPR and post graduated in Controllership by FAE Business School. He is a partner at Audicontrol - Auditoria e Controle since 2011, being the senior partner responsible by the business management and technical responsability.

Moacir Gibur Fiscal Council Member

Moacir Gibur, Fiscal Council. Mr. Gibur is partner at Audicontrol, independent auditing and accounting and fiscal consultancy since 2001. Prior, Mr. Gibur worked at Emilio Romani S.A. and Russel Bedford Auditores Independentes. Has been Fiscal Council member at Siderquimica S.A..

 

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