Energisa‘s Board of Directors is a collegiate deliberative body which supervises and controls the Company‘s operations, being responsible for determining the strategy and objectives of its businesses, leaving the day-to-day management of the business to the executive bodies.
It consists of seven members, two of whom represents the minority shareholders, elected by the Annual General Meeting for a term of office of up to two years, with the possibility of re-election.
Name | Office | Election | End | |
---|---|---|---|---|
IVAN MÜLLER BOTELHO | Chairman | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
RICARDO PEREZ BOTELHO | Vice Chairman | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
LUCIANA DE OLIVEIRA CEZAR COELHO | Independent Board Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
OMAR CARNEIRO DA CUNHA SOBRINHO | Independent Board Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
ARMANDO DE AZEVEDO HENRIQUES | Independent Boad Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
ANTÔNIO JOSÉ DE ALMEIDA CARNEIRO | Board Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
JOSÉ LUIZ ALQUÉRES | Independent Board Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
MAURÍCIO PEREZ BOTELHO | Alternate Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
ANDRE LA SAIGNE DE BOTTON | Alternate Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 | |
MARCELO SILVEIRA DA ROCHA | Alternate Member | AGM/EGM 4/27/2022 | AGM/EGM 2024 |
Energisa‘s Executive Board consists of up to 5 members, who may be shareholders or not.
Members are elected by the Board of Directors for a one-year term, with the possibility of re-election. When their term of office is concluded, members shall remain in their positions until the investiture of the newly-elected officers.
Name | Office | Election | End | |
---|---|---|---|---|
RICARDO PEREZ BOTELHO | Chief Executive Officer | BDM 5/12/2022 | BDM 2023 | |
MAURÍCIO PEREZ BOTELHO | CFO and Investor Relations Director | BDM 5/12/2022 | BDM 2023 | |
JOSÉ MARCOS CHAVES DE MELO | Logistics and Supplies Director | BDM 5/12/2022 | BDM 2023 | |
DANIELE ARAÚJO SALOMÃO CASTELO | Personnel Management Director | BDM 5/12/2022 | BDM 2023 | |
FERNANDO CEZAR MAIA | Regulatory Affairs and Strategy Director | BDM 10/28/2022 | BDM 2023 |
Under Brazilian corporate law, the Fiscal Council is a corporate body independent of management and the Company‘s external auditors and may operate on a permanent or non-permanent basis. In the latter case, it is installed for a specific fiscal year upon the request of shareholders representing at least 10% of voting shares or 5% of non-voting shares, and will function until the first annual shareholders‘ meeting following its installation.
Its primary responsibilities are to monitor management activities and review the Company‘s financial statements and report its findings to the shareholders. Brazilian corporate law requires that members of the Fiscal Council receive compensation equivalent to at least 10% of the average annual amount received by the Company‘s directors. In addition, it must comprise at least three and at most five sitting members, as well as their respective alternate members.
Energisa‘s Bylaws call for a non-permanent Fiscal Council, installed exclusively at the request of the company‘s shareholders at the annual shareholders‘ meeting. In accordance with the legal provision above, it must be composed of at least three and at most five members, together with their respective alternate members. The Fiscal Council was installed at the Ordinary General Meeting held on April 28, 2020, and is composed of 05 sitting members and 05 alternate members, all of them with a mandate until the next Ordinary General Meeting of the Company.
Name | Office | Election | End | |
---|---|---|---|---|
FLAVIO STAMM | Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
VANIA ANDRADE DE SOUZA | Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
Fernanda Guimarães Cotta e Silva | Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
MARIO DUAD FILHO | Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
Marcos Paulo Pereira da Silva | Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
GILBERTO LERIO | Alternate Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
ANTONIO EDUARDO BERTOLO | Alternate Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
Andre Ayres de Oliveira | Alternate Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
Leonardo José da Silva Neves Gonzaga | Alternate Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
Guilherme Pereira Alves | Alternate Member | AGM/EGM 4/26/2023 | AGM/EGM 2024 | |
The Compensation and Succession Committee advises the Board of Directors on matters related to management compensation and appointments to management positions. The Committee was first appointed in a Board of Directors meeting on February 04, 2010 for the purpose of maintaining a consistent policy on management compensation, conforming to the rules outlined in the Management Appointment and Compensation Policy approved by the Board of Directors in a meeting held on September 12, 2019. The Compensation and Succession Committee is composed of at least 3 (three) and at most 5 (five) members, including at least one expert in matters within the committee’s remit and an independent member.
The Committee’s charter, approved by the Board of Directors in a meeting on May 08, 2015, sets out its purpose, composition, rules of operation and duties. The charter is not publicly available.
Name | Office | Election | End | |
---|---|---|---|---|
Omar Carneiro da Cunha Sobrinho | Independent and Expert Member | 4/29/2022 | AGM 2023 | |
Ivan Müller Botelho | Member | 4/29/2022 | AGM 2023 | |
José Luiz Alqueres | Independent Member | 4/29/2022 | AGM 2023 | |
Armando de Azevedo Henriques | Independent Member | 4/29/2022 | AGM 2023 |
The Financial Risk Management Committee, established on April 27, 2010, advises the Vice President for Finance in managing financial market risks, and is responsible for reviewing and making recommendations on transactions, processes and procedures. The committee consists of the following, minimum members: (i) Vice President for Finance (this position is held by the Chief Financial Officer); (ii) Energisa’s Corporate Financial Director; and an independent specialist in risk management, especially cash and debt. The Committee periodically seeks independent advice from macroeconomic and financial market consultants.
The Financial Risk Management Committee has no dedicated charter, but is required to observe the Financial Risk Management Policy approved by the Board of Directors in a meeting on September 12, 2019.
Name | Office | Election | End | |
---|---|---|---|---|
Maurício Perez Botelho | Member | 10/27/2010 | Indeterminate | |
Antonio Carlos de Andrada Tovar | Member | 4/5/2020 | Indeterminate | |
I9 Advisory Consultoria LTDA | Member | 1/2/2017 | Indeterminate |
The Risk and Audit Committee, initially established on February 15, 2010, monitors risks and advises the Board of Directors about matters related to accounting and financial reporting, risk management, and internal auditors’ and whistleblowing channel activities. The committee’s primary duties are to review and manage the quality of the financial statements, internal controls and risk management and compliance. The Risk and Audit Committee has a minimum of three members appointed by the Board of Directors.
The Committee’s charter, which sets out its purpose, composition, rules of operation and duties, was approved by the Board of Directors in a meeting on May 08, 2015. The Risk and Audit Committee’s charter is not publicly available.
Name | Office | Election | End | |
---|---|---|---|---|
Armando de Azevedo Henriques | Independent Member | 4/29/2022 | 4/29/2023 | |
Luciana Oliveira Cezar | Independent Member | 4/29/2022 | 4/29/2023 | |
Omar Carneiro da Cunha Sobrinho | Independent Member | 4/29/2022 | 4/29/2023 |
The primary duties of the Disclosure Committee are to: (a) manage the Company’s disclosure policy, keep records of access to insider information, and classify information using criteria that facilitate monitoring; (b) centralize the Company and its subsidiaries’ material information, supporting the Investor Relations Director in performing the Company’s obligations to the Brazilian Securities Commission (CVM); c) discuss and recommend the disclosure or non-disclosure of material facts and events and press releases to the market; and (d) review and approve market disclosures prior to publication.
The Disclosure Committee implements and manages the Controls and Disclosures Policy approved by the Board of Directors on September 12, 2019. The Disclosure Committee consists of at least three and at most five members appointed by the Committee Chairperson, which is mandatorily the Company’s Investor Relations Officer. All members are required to have proven legal, financial, capital market and investor relations expertise.
Name | Office | Election | End | |
---|---|---|---|---|
Maurício Perez Botelho | President | 9/1/2023 | 9/1/2024 | |
Olivia de Lima Teixeira | Member | 9/1/2023 | 9/1/2024 | |
Pablo Silva Teixeira | Member | 9/1/2023 | 9/1/2024 | |
Antonio Carlos de Andrada Tovar | Member | 9/1/2023 | 9/1/2024 | |
João Paulo Moraes e Silva Paes de Barros | Member | 9/1/2023 | 9/1/2024 |
The Ethics Committee has primary responsibility and authority for investigating, reporting on and communicating irregularities to the appropriate bodies and levels within Energisa Group. The Committee works independently and autonomously under a charter approved by the Board of Directors, and its primary duties are outlined in the Company’s Code of Ethics and Business Conduct. The Ethics Committee periodically reports on its activities to the Audit and Risk Committee.
Name | Office | Election | End | |
---|---|---|---|---|
Antonio Mauricio de Matos Gonçalves | Member | 12/22/2022 | 12/22/2025 | |
Daniele Araújo Castelo Salomão | Member | 12/22/2022 | 12/22/2025 | |
Erika Ferrari Cunha | Member | 12/22/2022 | 12/22/2025 | |
Gioreli de Sousa Filho | Member | 12/22/2022 | 12/22/2025 | |
José Adriano Mendes Silva | Member | 12/22/2022 | 12/22/2025 | |
Alessandro Brum | Member | 12/22/2022 | 12/22/2025 | |
Luiz Augusto Mendonça | Member | 12/22/2022 | 12/22/2025 | |
Fernanda Rocha Campos Pogliese | Member | 12/22/2022 | 12/22/2025 |