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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
Caio Marcelo de Medeiros Melo 10/17/12 Independent Board Member (Effective)
Celso Fernando Lucchesi 10/17/12 President of the Board of Directors
Cesar Guillermo Gonzalez Neuman 10/17/12 Independent Board Member (Effective)
Ricardo Doebeli 10/17/12 Effective Member
Simone Anhaia Melo     10/17/12 Independent Board Member (Effective)

Caio Marcelo de Medeiros Melo. 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

Cesar Guillermo Gonzalez Neuman. Graduated in Electronics from Columbia University - New York, spent 24 years with Schlumberger in various key management and staff positions in Latin America, North America, Europe and North Africa, such as (i) Director of Personnel at Dowell Schlumberger, between 1993 and 1995; (ii) President of Schlumberger Industries & Technologies in Latin America between 1996 and 2000; (iii) Vice President & General Manager of Water Management and Director of Marketing & Business Development of Energy and Utilities, of SchlumbergerSema between 2001 and 2002. Subsequently, he served as Managing Director of The Southdoors Group, between 2003 and 2008. Among 2009 and 2013, he served as Executive Secretary of the Association of Oil & Gas Sector Companiesin Latin America and the Caribbean (ARPEL).Mr. Cesar is presently retired and involved in independent consulting, business development and social philanthropy activities in Argentina and Peru.

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

According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least ten percent of the voting shares.

The main responsibilities of the fiscal council are to audit Lupatech management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the Board of Directors.

According to the Brazilian corporation law, Lupatech fiscal council may not be composed of members that: (i) are members of its board of directors; (ii) are members of its board of executive officers; (iii) are employees of the Company’s controlled companies or companies under common control; or (iv) any member of Lupatech managers immediate family (including spouse, parents, children, siblings, mothers and fathers-in-law, sons and daughters-in-law, brothers and sisters-in-law and cousins).

Lupatech bylaws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. As of today, there has been no solicitation by the shareholders to install the Fiscal Council for the current 2015/16 period.

Name Election Date Position
Roberto Perozzi 04/30/14 Fiscal Council Member
Henrique Jager 04/30/14 Fiscal Council Member
Karlla Farias de Senna Garcia de Lima 04/30/14 Fiscal Council Substitute Member
Gustavo Tenorio Reis 04/30/14 Fiscal Council Member

Karlla Farias de Senna Garcia de Lima. Economist by Universidade Federal Fluminense with MBA in finance from IBMEC, has over 14 years experience in investment analysis, particularly in equities. Has worked in companies such as Eletrobras, Duloren and Fundação Vale do Rio Doce de Seguridade Social - Valia. Currently is investment analyst at Fundação Petrobras de Securidade Social - Petros.

Board of Executive Officers

Lupatech bylaws require that its board of executive officers shall be composed for at least two members and a maximum of nine members, residing in Brazil. The members of Lupatech Board of Executive Officers are its legal representatives and are primarily responsible for managing the Company’s day-to-day operations and implementing the general policies and guidelines set forth by its Shareholders General Meetings and its Board of Directors.

The Board of Executive Officers is composed by 3 directors elected by the Board of Directors with a mandate of one year, renewable for equal period, shareholders or not.

Name Election Date Position/Designation
Ricardo Doebeli 02/07/13 Chief Executive Officer
Carlos Mario Calad Serrano 02/18/13 Chief Service Officer
Edson Antônio Foltran 02/18/13 Chief Supply Chain Officer

Ricardo Doebeli. Graduated in Business Administration, MBA in General Management from IBMEC, was a partner at GG Investmentos for 5 years, working on Private Equity business. Was a partner of Galeazzi & Associados, where he worked for 13 years, leading restructuring projects and performance improvement. With extensive experience in planning, has experience as an executive in the administrative, financial and commercial areas. Former CEO of companies like Supermercado Gimenes, Tend Tudo and Pierre Alexander, during interim management processes and participated in the analysis of investment projects in various sectors. Actively participated in various councils.

Carlos Mario Calad Serrano. Electrical Engineer from the University of Los Andes in Bogota, has Coaching Certification and Creating Breakthrough Strategies courses from Columbia University, Strategic Marketing Management at the University of Stanford and Harvard. Was a senior executive at Archer, international Industry Services Oil and Gas Company and management positions in and national and international oil companies in Latin America, Spain and Asia.

Edson Antônio Foltran. Graduated in Business Administration from Universidade Metodista do Estado de São Paulo with a postgraduate degree and extension in corporate finance from Fundação Dom Cabral and supply chain from Fundação Getúlio Vargas. Was purchasing and supply director in Schlumberger Oil Services Ltda., purchasing and logistics director in Delga Automotiva Indústria E Comércio Ltda., Visteon Sistemas Automotivos Ltda. and Lear Corporation; and International Process Office manager for South America at Delphi Automotive / General Motors Brazil and Argentina).


Last Update: February 04, 2014.











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