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 4/28/2020 | AGM 2022 | |
RICARDO PEREZ BOTELHO | Vice Chairman | AGM/EGM 4/28/2020 | AGM 2022 | |
OMAR CARNEIRO DA CUNHA SOBRINHO | Independent Board Member | AGM/EGM 4/28/2020 | AGM 2022 | |
MARCÍLIO MARQUES MOREIRA | Independent Boad Member | AGM/EGM 4/28/2020 | AGM 2022 | |
ANTÔNIO JOSÉ DE ALMEIDA CARNEIRO | Board Member | AGM/EGM 4/28/2020 | AGM 2022 | |
JOSÉ LUIZ ALQUÉRES | Independent Board Member | AGM/EGM 4/28/2020 | AGM 2022 | |
MAURÍCIO PEREZ BOTELHO | Alternate Member | AGM/EGM 4/28/2020 | AGM 2022 | |
ANDRE LA SAIGNE DE BOTTON | Alternate Member | AGM/EGM 4/28/2020 | AGM 2022 | |
MARCELO SILVEIRA DA ROCHA | Alternate Member | AGM/EGM 4/28/2020 | AGM 2022 | |
LUCIANA DE OLIVEIRA CEZAR COELHO | Independent Board Member | AGM/EGM 4/28/2020 | AGM 2022 |
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 5/14/2020 | BDM 2021 | |
MAURÍCIO PEREZ BOTELHO | CFO and Investor Relations Director | BDM 5/14/2020 | BDM 2021 | |
JOSÉ MARCOS CHAVES DE MELO | Logistics and Supplies Director | BDM 5/14/2020 | BDM 2021 | |
DANIELE ARAÚJO SALOMÃO CASTELO | Personnel Management Director | BDM 5/14/2020 | BDM 2021 | |
ALEXANDRE NOGUEIRA FERREIRA | Regulatory Affairs and Strategy Director | BDM 5/14/2020 | BDM 2021 |
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 | |
---|---|---|---|---|
PAULO HENRIQUE LARANJEIRAS DA SILVA | Member | AGM/EGM 4/28/2020 | AGM 2021 | |
FLAVIO STAMM | Member | AGM/EGM 4/28/2020 | AGM 2021 | |
VANIA ANDRADE DE SOUZA | Member | AGM/EGM 4/28/2020 | AGM 2021 | |
JORGE NAGIB AMARY JUNIOR | Alternate Member | AGM/EGM 4/28/2020 | AGM 2021 | |
GILBERTO Managing Partner of Revisora Paulista S / C Ltda. (from October 1992 to the present date). Managing Partner of Lério & Zancaner Auditores Independentes. | Alternate Member | AGM/EGM 4/28/2020 | AGM 2021 | |
VICENTE MOLITERNO NETO | Alternate Member | AGM/EGM 4/28/2020 | AGM 2021 | |
CARLOS JURGEN TEMKE | Member | AGM/EGM 4/28/2020 | AGM 2021 | |
MARIO DUAD FILHO | Member | AGM/EGM 4/28/2020 | AGM 2021 | |
ANTONIO EDUARDO BERTOLO | Alternate Member | AGM/EGM 4/28/2020 | AGM 2021 | |
GABRIEL RICCI SANCHEZ | Alternate Member | AGM/EGM 4/28/2020 | AGM 2021 |
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 Member | 5/14/2020 | 5/14/2021 | |
Ivan Müller Botelho | Member | 5/14/2020 | 5/14/2021 | |
Antônio José de Almeida Carneiro | Member | 5/14/2020 | 5/14/2021 |
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 | |
---|---|---|---|---|
Marcilio Marques Moreira | President | 5/14//2020 | 5/14/2021 | |
Luciana Oliveira Cezar Coelho | Independent Member | 5/14/2020 | 5/14/2021 | |
Omar Carneiro da Cunha Sobrinho | Independent Member | 5/14/2020 | 5/14/2021 |
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 | 8/31/2020 | 8/31/2021 | |
Deborah Coutinho Gil Nunes | Member | 8/31/2020 | 8/31/2021 | |
Pablo Silva Teixeira | Member | 8/31/2020 | 8/31/2021 | |
João Paulo Moraes e Silva Paes de Barros | Member | 8/31/2020 | 8/31/2021 |
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 | |
---|---|---|---|---|
Maurício Perez Botelho | Member | 12/19/2019 | 12/19/2021 | |
Daniele Araújo Castelo Salomão | Member | 12/19/2019 | 12/19/2021 | |
Gabriel Alves Pereira Júnior | Member | 12/19/2019 | 12/19/2021 | |
Gioreli de Sousa Filho | Member | 12/19/2019 | 12/19/2021 | |
Roberto Carlos Pereira Currais | Member | 12/19/2019 | 12/19/2021 | |
André Luís Cabral Theobald | Member | 12/19/2019 | 12/19/2021 | |
Luiz Augusto Mendonça | Member | 12/19/2019 | 12/19/2021 | |
Marcelo Silveira da Rocha | Member | 12/19/2019 | 12/19/2021 |