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Corporate Governance Management, Board of Directors and Fiscal Council

Management, Board of Directors and Fiscal Council

 

 

According to the bylaws, the Company is managed by a Board of Directors (Conselho de Administração) and a board of Executive Officers (Diretoria Executiva) consisting of the Chief Executive Officer, Investor Relations Officer and the remaining officer without specific designations. Lupatech' bylaws provides for a non-permanent fiscal council, composed for at least three and a maximum of five members, with equal number of alternates, which must be installed in the fiscal years at the request of its shareholders.       

Board of Directors

Lupatech bylaws provides for the board of directorsa number of at least five and at most nine members and equal number of deputies, individuals, resident in the country members. The Company’s Board of Directors members are elected by the Shareholders General Meeting for a unified two-year term of office, may be reelected. Exceptionally and for transition purposes, when the Company control is exercised on a diffuse basis, as defined in Lupatech' bylaws, its Board of Directors must be elected only once, with unified term-office for up to 3 years.

The members of the Lupatech Board of Directors must be residents in the country. Lupatech Board of Directors is the decision-making body responsible for formulating general guidelines and policies for the businesses, including the Company’s long term strategies. Among other things, Lupatech Board of Directors is responsible for appointing and supervising its executive officers.

Name Election Date Position
Carlos Mario Calad Serrano 12/13/16

Board Member (Effective)

Celso Fernando Lucchesi 12/13/16 President of the Board of Directors
Rafael Gorenstein 12/13/16 Board Member (Effective)
João Marcos Cavichioli Feiteiro 08/23/17 Board Member (Effective)
Simone Anhaia Melo      12/13/16 Independent Board Member (Effective)

Carlos Mario Calad Serrano. Graduated in Economics from the University of Brasilia in 1997, is currently Superintendent of Capital Markets of the Banco Nacional de Desenvolvimento Econômico e Social – BNDES, where he joined as an economist in 1998. Served as effective member and alternate member of the Board of Directors of companies such as Aços Villares, Tecnologos S.A., América Latina Logística, Vale do Rio Doce, Valepar, Telemar Participações and CTX.

Celso Fernando Lucchesi. Graduated in Geology from UFRGS in 1972, Mr. Celso majored in business management through courses at Fundação Dom Cabral (PGA), Insead and Wharton School. He joined Petrobras in 1973, where he occupied the positions of Executive Superintendent of E&P, Managing Director and member of the Business Committee, and responsible for Corporate Strategy and Business Performance activities between 2003 and 2011, including strategic planning, preparation of business plans and budget, performance and analysis of investment projects. He is vice president of the Brazilian Committee of the World Energy Council since 2003 and was a member of the Board of Directors of Petroquímica Paulínia (PPSA) from 2005 to 2008.

Rafael Gorenstein. Aeronautical Mechanics Engineer graduated from ITA, Master in Engineering Theory of Control and Statistics by PUC-RJ and MBA from Imperial College, London. He has served as financial officer in Banco de Investimento and several large companies in the real estate, textile, beverage and telecommunications sectors. He accumulates relevant experience as a consultant in the restructuring of companies in distress and in renegotiation of liabilities.

João Marcos Cavichioli Feiteiro. Lawyer graduated by PUC / SP, with LL.M in Corporate Law by INSPER. Member of the TMA - Turnaround Management Association and ICC - International Chamber of Commerce. He has served as a legal officer in large oil and gas companies, accumulating relevant experience in strategic legal management, corporate restructuring and renegotiation of liabilities. It currently provides strategic legal advice to its clients through Feiteiro & Araujo Advogados.

Simone Anhaia Melo. Graduated in Biology from the Federal University of Rio Grande do Sul in 1988, post graduated in Ecology and Natural Resources from Federal University of São Carlos and doctorate level courses at the State University of Rio de Janeiro, such as Environmental Law and Environmental Policy. Mrs. Simone performed an Executive Training Program on Regulation (PRO-REG) from the London School of Economics in 2010 and a Regulatory Impact Analysis OCDe Training Program (PRO-REG / World Bank Training Program) in 2013. Additionally, Mrs. Simone has held the following positions (i) Manager and Researcher at the Environmental Management Lab of EMPRAPA between 1995 and 2002; (ii) Environmental Manager, Brazilian O&G Onshore and Offshore Bidding Rounds of the Brazilian Oil, Natural Gas and Biofuels Agency (ANP), between 2002 and 2007; (iii) Senior Policy Advisor of the ANP between 2007 and 2013. Mrs. Simone currently serves as a consultant in the Oil and Gas sector.

 

Fiscal Council

Pursuant to the Brazilian Corporate Law, the fiscal council is the independent corporate body of management and external auditors. The fiscal council may function both permanently and non-permanently, in which case it will act during a specific fiscal year when it is installed at the request of shareholders representing at least 2% of the voting shares and each period of its operation shall terminate at the first ordinary general meeting after its installation.

The main responsibilities of the fiscal council are to oversee management activities, review the company's financial statements and report its findings to shareholders. The Brazilian Corporation Law requires members of the fiscal council to receive remuneration of at least 10% of the average annual amount paid to the company's directors. The Brazilian Corporation Law also requires that the Fiscal Council be composed of at least three and a maximum of five members and their respective alternates.

Pursuant to the Brazilian Corporate Law, Lupatech's Fiscal Council may not contain members who are (i) members of its Board of Directors; (ii) are members of its Executive Board; (iii) are employees of a controlled company or under its common control; or (iv) are spouses or relatives up to the third degree of any member of the Company's Management.

Lupatech's bylaws provide for a non-permanent Fiscal Council, elected only at the request of the Company's shareholders at a general meeting. For the present fiscal year, until the present moment, the installation of the Fiscal Council by the shareholders was not requested.

Board of Executive Officers

Lupatech's bylaws provide that the Board of Executive Officers shall be composed of up to nine members, shareholders or not, resident in the Country. The executive officers are responsible for executing the decisions of the Board of Directors and the direct management of the Company.

The Board of Executive Officers currently consists of two directors elected by the Board of Directors, with a one-year term, renewable for the same period, whether shareholders or not.

Name Election Date Position/Designation
Rafael Gorenstein 04/27/2017 President and Investor Relations
Paulo Prado da Silva 04/27/2017 Director without specific designation

Rafael Gorenstein. Aeronautical Mechanics Engineer graduated from ITA, Master in Engineering Theory of Control and Statistics by PUC-RJ and MBA from Imperial College, London. He has served as financial officer in Banco de Investimento and several large companies in the real estate, textile, beverage and telecommunications sectors. He accumulates relevant experience as a consultant in the restructuring of companies in distress and in renegotiation of liabilities.

Paulo Prado da Silva. Graduated in Engineering and Business Administration and has worked for 35 years in the management of industrial enterprises in the Oil & Gas (offshore and refineries) areas, with solid experience in the general direction and commercial leadership of industrial automation companies, valve manufacturing, mechanical engineering and electronics. Relevant action in projects of restructuring of industrial operations and implementation of programs of continuous improvement.

Last Update: December 08, 2017.

 

 

 

 

 

 

 

 

 

 

 
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2009-06-16T14:51:25