Petrobras Distribuidora
Investor Relations - Petrobras Distribuidora

Administration

EXECUTIVE OFFICE

The Executive Office shall manage Company's business in compliance with the mission, objectives, strategies, and guidelines assigned by the Board of Directors.

Executive Office's Competences

I. Evaluating and submitting to the approval of the Board of Directors:

  1. the bases and guidelines for the preparation of the strategic plan, as well as the annual and multi-annual plans;
  2. the strategic plan, as well as the corresponding multi-annual plans, annual programs of expenditure and investments of the Company with the respective projects;
  3. the budgets of expenditures and investments of the Company;
  4. the result of the performance of the Company's activities.
  5. the indication of the holders of the general structure of the Company, based on the criteria established by the Board of Directors.
  6. the plans related to the admission, career, succession, benefits and disciplinary regime of company employees.

II. Approving:

  1. the technical and economic evaluation criteria for investment projects, with the corresponding plans for delegation of     responsibility for their execution and implementation;
  2. the pricing policy and basic price structures of the Company's products;
  3. the policies relating to management, building and planning, operation and maintenance of Company’s assets;
  4. the Company’s policies relating to purchasing, economic and financial planning and tributary;
  5. the policies relating to retail stations and convenience stores;
  6. the policies relating to Commercial Business and Lubricants;
  7. the charts of accounts, basic criteria for determination of results, amortization and depreciation of capital invested and changes in accounting practices;
  8. the manuals and accounting standards, finance, personnel management, procurement and execution of works and services, supply and sale of materials and equipment, operation and other rules necessary for the guidance of the operation of the Company;
  9. the rules for the assignment of use, rental or lease of fixed assets owned by the Company;
  10. the basic structure of the Company, considering the definitions of the Basic Plan of Organization, with their respective responsibilities, as well as create, transform or extinguish operation and corresponding bodies, agencies, subsidiaries, branches and offices in the country;
  11. approve the allocation of the employees to the units of the Company;
  12. Human Resources Development Plan;
  13. acts and contracts relative to your own level of authority;
  14. the value above which the acts, contracts or operations, although of competence of the CEO or the Executive Officers, shall be submitted for approval of the Executive Office, in compliance with the level of authority defined by the Board of Directors;
  15. the creation and extinction of non-statutory Committees, linked to the Executive Office or its members, approving the corresponding rules of operation, duties and levels of authority for action;
  16. your own Internal Rules;
  17. the annual plan of insurance of the Company;
  18. conventions or collective labor agreements, as well as the proposition of collective labor agreements.

III. Ensuring the implementation of the Strategic Plan and the multi-annual plans and annual programs of expenditure and investments of the Company with the respective projects, in compliance with the budget limits approved;

IV. Monitor the business’ sustainability, the strategic risks and the respective mitigation measures, elaborating management reports with management indicators;

V. Monitor and control on activities of companies in which the Company participates or which it is associated with;

VI. Instruct the Company's representatives at General Meetings of wholly-owned subsidiaries, controlled and affiliated companies, pursuant to the guidelines set forth by the Board of Directors, as well as the applicable corporate guidelines

VII. Deliberating on names and insignia of the Company;

VIII. Deliberating on matters that be submitted by the CEO or by any Executive Officers.

Ivan de Sá Pereira Júnior CEO

He graduated in Mechanical Engineering (1983) with major in Production Engineering from PUC/RJ (1985). He holds diplomas in Management Development Program/Executive - PDG/Brazil (1996), Strategic People Management - INSEAD/France (2006), Skills, Tolls and Competences - Kellogg/USA (2010), The Strategy Challenge - IMD (2012), Leading Change and Organizational Renewal - Harvard/USA (2013). With 30 years in Petrobras System, he has worked in different activities related to Oil and Refined Oil Products Sales, Marketing, Distribution, and Trading in Brazil and abroad, having built a global relationship network in the Oil Industry. As a Commercial/Trading Manager at Petrobras America Inc. (PAIHouston/USA) and Statutory Director of Nansei Sekiyu Kabushiki Kaisha - NSS - Okinawa / Japan, he developed management skills and abilities in regulatory environments and cultures as different as the North American and Japanese ones. He served as Operations and Logistics Executive Officer at Petrobras Distribuidora S.A.; he currently holds the position of President of Stratura Asfaltos SA Board of Directors, and is a Member of IBP - Brazilian Institute of Oil and Gas Board of Directors.

Marcelo Fernandes Bragança Service Stations Network Executive Officer

Graduated in Mechanical Engineering (1998) by UFES and specialized in Maintenance Engineering from UFES (2000) and Business Logistics from FGV/RJ (2003). With 19 years in the Petrobras System, he worked in different Sales, Marketing, Services, Logistics, and Refined Oil Products and Biofuels Supply activities in Brazil and abroad. He has developed a solid commercial and operational experience in domestic and international negotiations, including the preparation of technical and commercial proposals, products and services pricing, products procurement and development of logistics processes. From 2003 to 2015, he acted as a guest professor at FGV Management, lecturing in the Oil and Gas Business MBA. Currently he holds the positions of Executive Officer at Petrobras Distribuidora (BR)'s Service Stations Network, and member of Petrobras Biocombustíveis (PBIO)'s Board of Directors.

Gustavo Henrique Braga Couto Consumer Market Executive Officer
Civil engineer graduated from the Federal University of Bahia (UFBA), with graduate degree in Marketing  by ESPM and an MBA in Business Management from Dom Cabral Foundation/MG. He was Swissport Brasil's COO (Country Operations Officer) from 2016 to 2017, CSN's (Brazilian Major Steel Company) Supply Chain Executive Officer from 2013 to 2015, Suzano Papel e Celulose's Supply Chain and IT Executive Officer from 2006 to 2013, and Shell's Marketing, Large Consumers, and Planning Manager from 2004 to 2006. He currently holds the position of Petrobras Distribuidora S.A.'s Consumer Market Executive Officer.
Rafael Salvador Grisolia Financial and Investor Relations Executive Officer
Production engineer graduated from the Federal University of Rio de Janeiro (UFRJ), with an executive MBA from COPPEAD/UFRJ. He was CFO and IRO (Chief Financial Officer and Investor Relations Officer) of Cremer S.A. and CFO of Trigo SA Group. He has a diversified career, having worked in the in the financial area of Esso Brasileira de Petróleo (ExxonMobil Corp) and Cosan Combustíveis e Lubrificantes. Rafael recently held the position of CFO and IRO at Inbrands SA, then he resigned to become BR's Financial and Investor Relations Executive Officer. 
Alípio Ferreira Pinto Junior Operations and Logistics Executive Officer
Graduated in Mechanical Engineering from the Federal University of Rio de Janeiro (UFRJ), with a Masters in Business Administration and MBA in Advanced Strategic Management, both from COPPEAD/RJ. He joined Petrobras in 1983 and has held several managerial positions. In recent years he served as Logistics Executive Manager (2004-2005), Supply Research General Manager (2005-2012) and BRASKEM's Officer (2012-2015). He held the position of Petrobras America's Senior Downstream Vice-CEO from 2015 to 2018. He currently holds the position of BR's Operations and Logistics Executive Officer.

FISCAL COUNCIL

The Fiscal Council is composed of three members, among then one appointed by the Ministério da Fazenda (as representative of the National Treasury), one appointed by Petróleo Brasileiro S.A. (Petrobras) and one appointed by non-controlling shareholder.

Fiscal Council's Competences
It is incumbent upon the Fiscal Council, without detriment to other attributions granted to it by virtue of legal provision:
  1. Supervise, through any of its members, the actions of administrators and verify the compliance with their legal and statutory duties;
  2. Provide an opinion on the annual management report, said opinion shall include any additional information deemed necessary or useful for the general Meeting to make decisions;
  3. Issue an opinion on management's proposals due to be submitted to the General Meeting regarding any changes to share capital, issuance of debentures or subscription bonus, investment plans or capital budget, dividend distribution, transformation, merger or spin-off;
  4. Denounce, through any of its members, to management offices and, if the management fails to take the necessary steps to protect Company's interests, to the General Meeting, any errors, frauds or crimes detected, and suggest the measures to be taken to the benefit of the Company;
  5. Convene the Annual General Meeting if the administrators delay the call of meeting for more than one month, and convene an Extraordinary Meeting whenever there is a grave or urgent reason, making sure to include in the Agenda of such meetings any matters deemed necessary;
  6. Review, at least on a quarterly basis, the financial statements prepared periodically by the Executive Office;
  7. Review the Annual Financial Statements  and issue opinion on said statements;
  8. Carry out these duties during company's wind-up.
  9. Perform the annual self-assessment of its performance.
Bruno Passos da Silva Melo Oversight Board (Serving)
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

MBA in Accounting Management - FIPECAFI/USP (2006); Graduate in Accounting Sciences - Federal University of RJ - UFRJ (1999).

Professional Experience

17 years professional experience in Accounting, 12 of which have been spent in management. Has focused on Corporate and Management Accounting, with experience in the drafting of information for the evaluation and performance process.

Has acted as General Accounting Manager for Subsidiaries and Affiliate Companies (since September 2014), Manager of Corporate Information (September 2012 to September 2014) and Manager of the Accounting and Corporate Segmentation (March 2006 to September 2012) at Petrobrás.

Full Member of the Oversight Board of Petrobras Distribuidora S.A – since 2016; of MSGÁS – 2015; of Petrobras Biocombustível S.A. - 2013 to 2014; of Fundação Petros - 2010 to 2013; Petroquímica União S.A – PQU – 2007 to 2009; and Cia. de Gás do Maranhão – GASMAR – 2006 to 2007.

Eduardo Damázio da Silva Rezende Member of the Oversight Board (Alternate to Director Bruno Passos)
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

Graduate in Accounting Sciences from the Gama Filho University, in 1995; Post-Graduate in Teacher Training for higher education, in 1998, and an MBA in Accounting Management from USP/FIPECAFI, in 2011.

Professional Experience

14 years professional experience in accounting in the financial area. Has focused on financial implementation and on equity and budgets. Has worked as Coordinator of Costing Activities for Production (2006 to 2008), Coordinator of accounting processes for bio-fuel businesses (2008 to 2012), Sector Manager for bio-fuel businesses (2012 to 2016). Holds the position of sector manager for supply and bio-fuels (2016 to 2017). Since 2017, he has performed the role of Financial Administrative Executive Manager at Petros - Fundação Petrobras de Seguridade Social.

Pricilla Maria Santana Oversight Board Member (Serving)
Appointed by the National Treasury

Academic information

Currently studying for a Master's Degree in Tax Law at the Catholic University of Brasília - 2013; Graduate in History, University of Brasília, in 2008; Specialization - Preparatory Course for Legal Careers, Processus Institute, 2001; Graduate in Law from the Associação de Ensino Unificado of the Federal District in 2001; Post-Graduate latu sensu in Public Policies and Governmental Administration, 1997; Graduated in Economic Sciences from the University of Brasília in 1995.

Professional Experience

Sub-secretary of Inter-Governmental Relations, National Treasury Department, DAS 101.5, since April 2015; Assistant Secretary at the Economic Monitoring Department, DAS 101.5, from November 2007 to April 2015. Member of the Oversight Board of Petróleo Biocombustível S.A. - since April, 2015; Member of the Board of Directors of Eletrobras S.A. - April 2015 to April 2016; Member of the Board of Directors of SERPRO - from January 2011 to September 2013; Member of the Oversight Board of BB Seguros S.A., from December 2009 to April 2015; Member of the Oversight Board of Banco da Amazônia, from October 2013 to April 2015.

Gildenora Batista Dantas Milhomem Member of the Oversight Board (Alternate to Director Pricilla Maria Santana)
Appointed by the National Treasury

Academic information

Graduated in Accounting Sciences with specialization in Public Administration from EBAPE/FGV.

Professional Experience

Federal Auditor of Finances and Control of the National Treasury Department of the Ministry of Finance, performing the role of Sub-Secretary of Public Accounting at the STN/MF; Acted as Operational Coordinator of the Advisory Group on Brazilian Technical Accounting Norms for the Public Sector (GA NBC TSP) for the Federal Accounting Council (CFC); Chairs the Board of Directors of the Assefaz Foundation; Acts as a Representative Member of the National Treasury on the Oversight Board of TRANSPETRO. Has held various positions in the federal government, including: General Secretary of Administration for the Federal Attorney General's Office; Superintendent of Administration and Finances for the National Civil Aviation Agency; Director of Strategic Management for the Ministry of Tourism; Sub-Secretary of Planning, Budgets and Administration for the Ministry of Finance; She has also chaired the Board of Directors of the Casa da Moeda do Brasil (CMB) and the Empresa Gestora de Ativos (EMGEA); was a member of the Board of Directors of the Federal Data Processing Service (SERPRO) and a member of the Oversight Board of the Empresa Brasileira de Administração de Petróleo e Gás Natural S.A – Pré-Sal Petróleo S.A (PPSA).

João Vernet Junemann Oversight Board Member (Serving)
Appointed by non-controlling shareholder

Professional Experience

Is currently involved with the Banco do Estado do Rio Grande do Sul S.A. (2003/2010 – 2015/2019), where he is a member of the Board of Directors (04/30/2003-2010 and since 04/30/2015), has held the position of Coordinator of the Audit Committee (2004-2008 and since 2015) and is a member of the Eligibility and Remuneration Committee (since 2016). Is also a member of the Oversight Board at Klabin S.A., in the pulp and forestry activities sector, since 03/08/2017. Has also acted as a member of the Audit Committee, being elected by minority shareholders, of Eletropaulo Metropolitana Eletricidade de São Paulo S.A., a position he held from 9/5/2017 to 12/27/2017, due to the requirement by the Board of Directors that the Audit Committee be composed solely of members of the Board of Directors. He has also held positions at Forjas Taurus S.A. (arms industry) as a member of the Board of Directors (4/27/2014 to 3/3/2017) and Coordinator of the Audit and Risk Committee (7/17/2014 to 3/3/2017). He also participates at Tupy S.A. (iron metal sector), where he is Coordinator of the Audit and Risks Committee (7/2/2009, reelected successively until June 2019), having been elected by minority shareholders). He also operates at Dimed S.A. Distribuidora de Medicamentos, where he was elected by minority shareholders as a full member of the Oversight Board (4/30/2009-04/28/2016) and is Coordinator of the non-statutory Audit Committee - also elected by minority shareholders - (since August 2016, with a mandate running through until March, 2020). He also plays a role at TIM Participações S.A. (telecommunications sector), where he was elected by minority shareholders as an alternate member of the Oversight Board, and has served since 4/11/2018. He also takes part in Saraiva S.A. Livreiros Editores (publishing sector), where he is a full member of the Oversight Board, having been elected by minority shareholders on 4/29/2014, and has been Chairperson of this same Board, again elected by minority shareholders, since 5/12/2017. He has also played a part in the running of Sonae Sierra Brasil S.A. (supermarkets sector), where he was a full member of the Oversight Board from 4/30/2013 to 4/29/2016. He has also been involved in Plascar Participações Industriais S.A. (automotive sector) where he was a full member of the Oversight Board, having been elected by minority shareholders (4/30/2013-4/29/2016). He also operated at Banco Indusval S.A., where he was a full member of the Oversight Board, having been elected by minority shareholders (4/24/2012-4/24/2015). He has also been involved in the running of Electro Aço Altona S.A. (metalworks sector),where he was a full member of the Oversight Board, having been elected by minority shareholders (4/30/2010-4/28/2015). He has also been involved in the running of DHB Indústria e Comércio S.A. (automotive sector) where he was a member of the Board of Directors, having been elected by minority shareholders (4/23/2007-6/16/2016 (resigned from the mandate)). None of the companies listed above form part of the business group or are controlled by a shareholder from the Company.

Performs functions in the third sector at Fundação Boticário de Proteção à Natureza, where he is a full member of the Oversight Board (November 2015 to March 2020).

Maria Carmen Westerlund Montera Member of the Oversight Board (Alternate to Director João Verner Juenemann)
Appointed by non-controlling shareholder

Academic information

Maria Carmen Westerlund Montera is an economist who graduated from the Rio de Janeiro Political and Economic Sciences Faculty of the Candido Mendes University, and also holds a Bachelor’s degree in Letters from PUC/RJ, having specialized in the Capitals Market at EPGE/RJ.

Professional Experience

She is currently an alternate member of the Oversight Board of Eletropaulo Metropolitana Eletricidade de São Paulo, where she has been since May 2014. She has also participated in BANRISUL - Banco do Estado do Rio Grande do Sul S.A., as a member of the Oversight Board, since March 2018. She also participates at Klabin S.A. (paper and pulp sector) as an alternate member of the Oversight Board (March/2017-March/2019). She also takes part in the running of AES Tietê Energia (electrical sector) where she is an alternate member of the Oversight Board (May/2014-April/2018) and was a member of the Oversight Board (May/2011-April/2013). She is also active at Brasiliana Participações S.A. (electrical sector - holding), where she is an alternate member of the Oversight Board (May/2017-April/2018). She is also active at BR Insurance Corretora de Seguros S.A. (insurance sector), as a member of the audit and risks committee (January/2017-May/2018). Has assisted at AES Elpa S.A. (electrical sector - holding), where she was a member of the Oversight Board from 2011 to 2013. She also participates at TUPY S.A. (metallurgy sector), where she is a member of the audit and risks committee (May/2009/-June/2019) and was a member of the Governance and Personnel Management Committee (May/2009-August/2016) and a member of the Board of Directors (March/2006-April/2013). She also takes part in operations at BNDES Participações S.A. – BNDESPAR, where she was a manager and economist in the Share Portfolio Monitoring Department (1976-June 2013). None of the companies listed above form part of the business group or are controlled by a shareholder from the Company. She was also a member of the Board of Directors and the Financial and Management Committees at Brasil Ferrovias and Ferronorte S.A. (publicly-held railroad concession companies), a member of the Investments Committee at the Fundo FIP Brasil Energia and the Fundo de Petróleo, Gás e Energia, and a member of the Board of Directors of Spes, service providers to Petrobras (Companhia de Recuperação Secundária CRSEC, Marlim Participações and Nova Marlim Participações) and an alternate member of the Board of Directors of Net Serviços de Comunicação S.A. and the Finances Committee of Telemar Participações S.A.

BOARD OF DIRECTORS

Board of Directors' Competences

The Board of Directors is the higher body of guidance and management of the Company, and is responsible for:

  1. setting the general guidance of the business of the Company, defining its mission, strategic objectives and guidelines;
  2. approving, on the proposal of the Executive Office, and follow up the strategic plan, the respective multi-annual plans, as well as the annual plans and the programs of expenditure and investments, the fulfillment of goals and results in the implementation of these plans, whereas it shall publish its conclusions and report them to the National Congress and the Tribunal de Contas da União;
  3. setting the matters and values that it is within the purview of the Executive Office's decision, inspecting the administration by the Executive Office and its members, and set their duties, by examining, at any time, the books and records of the Company, and may request information about the contracts firmed or in process of execution, and any other acts
  4. evaluating, annually, the individual and collective performance results of officers and members of Board of Director’s statutory committees, with the methodological and procedural support of the Committee on Nominations, Remuneration and Succession, in compliance with the following minimum requirements: a) exposure of the acts of management practiced regarding the lawfulness and effectiveness of managerial and administrative action; b) contribution to the result of the period; and c) achievement of the objectives set out in the business plan and satisfaction to the long-term strategy referred to in art. 37, § 1 of Decree nº. 8,945, of December 27, 2016;
  5. expressing its opinion on acts or contracts relative to your own purview of decision and approving, annually, the value above which the acts, contracts or operations, although of competence of the Executive Office or its members, shall be subject to the approval of the Board of Directors;
  6. approving the practice of acts that matter in resignation, transaction or arbitration agreement, being able to set limits of value for the practice of these acts by the Executive Board or by its members
  7. deliberating on the issue of simple, unsecured debentures non-convertible into shares;
  8. setting the overall policies of the Company, including strategic commercial, financial, derivative supply, risk, investment, environment, information disclosure, trade securities, dividend distribution, transactions with related parties, spokespersons, human resources, minority shareholders and competitive bidding and contracts management policies;
  9. approving the transfer of ownership of Company assets, the recording of actual burden, the granting of collaterals for third-party liabilities, whereas it may set limits in terms of value for the practice of these acts by the Executive Office or its members;
  10. approving the Electoral Rules for selecting the member of the Board of Directors elected by employees;
  11. approving the plans governing the admission, career, succession, benefits and disciplinary regime of Company employees;
  12. approving the Nomination Policy that contains the minimum requirements for the nomination of members of the Board of Directors and its Committees, the Fiscal Council and the Executive Office, to be widely available to shareholders and the market, within the limits of applicable legislation;
  13. approving and disclosing the Annual Chart and Corporate Governance Chart, as provided for in law 13,303, of June 30, 2016;
  14. implementing, either directly or through other bodies of the Company, and overseeing the risk management and internal control systems established for the prevention and mitigation of major risks, including risks related to the integrity of financial and accounting information and those related to the occurrence of corruption and fraud;
  15. formally making statements in such public offering for the sale of equity shares issued by the Company;
  16. approving the nomination and dismissal of the holder of the Internal Audit department, consulted the Ministério da Transparência e Controladoria-Geral da União (CGU), in addition to establishing the duties and the regulation of the operation;
  17. approving the nomination and dismissal of the holder of the Governance, Risk and Compliance department;
  18. approving the nomination and dismissal of the holder of the Ombudsman Office, defining its duties and the regulation of the operation;
  19. approving the Internal Audit’s Activities Annual Plan and the Internal Audit’s Activities Annual Report; and
  20. review, at least on a quarterly basis, the financial statements prepared periodically by the Company, without prejudice to the performance of the Fiscal Council.

§1 The fixing of human resources policy referred to in item VIII may not count with the participation of the Board Member representing employees, if the discussions and deliberations on the agenda involve matters of trade union relations, remuneration, benefits and advantages, including matters of supplementary pensions and healthcare, cases in which conflict of interest is configured.
§2 Such formal statement, either favorable or contrary, dealt with in section XV shall be made by means of a prior informed opinion, disclosed within 15 (fifteen) days of the publication of such public offer announcement, addressing at least: (i) the convenience and the opportunity of such public offering of shares regarding the interest of the Company and all shareholders, including in relation to the price and the potential impacts to the liquidity of such securities; (ii) such strategic plans disclosed by the offerer in relation to the Company and (iii) such alternatives to the acceptance of the Public Offering of Shares available in the stock exchanges.
§3 The opinion of the Board of Directors shall include the reasoned opinion favorable or contrary to the acceptance of the Public Offering of Shares, warning that it is the responsibility of each shareholder to make the final decision of such acceptance.

The Board of Directors shall further decide on the following matters:

  1. Basic Plan of Organization and its amendments, respecting the burden of each member of the Executive Office, as established in article 31 of the Bylaws;
  2. nomination and dismissal of the holders of the general structure of the Company, as proposed by the Executive Office, as defined on Basic Plan of Organization, based on the criteria set forth by the Board of Directors itself;
  3. authorization for the acquisition of shares issued by the Company to be held in treasury or for cancellation, as well as subsequent disposal of these actions, except in cases of competence of the General Meeting, pursuant to legal, regulatory and statutory provisions;
  4. exchange of securities it has issued;
  5. election and dismissal of the members of the Executive Board at any time;
  6. constitution of wholly-owned subsidiaries or affiliated companies, the transfer or termination of such participation, as well as the acquisition of shares or quotas other companies;
  7. convocation of the General Shareholders Meeting, in the cases provided for by law, by publishing the notice of convocation at least 15 (fifteen) days in advance;
  8. the proposals to be submitted for deliberation in the General Shareholders Meeting;
  9. inclusion of matters in the of convocation of the General Shareholders Meeting, and no general issues may be included in the agenda of such Meeting;
  10. Code of Ethics and Code of Conduct, as well as the Internal Rules of the Board of Directors;
  11. Corporate Governance Policy and Guidelines of the Company;
  12. selection and dismissal of independent auditors, which may not provide consulting services to the Company during the term of the contract;
  13. administration and accounts report of the Executive Board;
  14. selection of Board Statutory Committee members from among its members and/or from among persons in the market of notorious experience and technical capacity in relation to the expertise of the respective Committee, and approval of the duties and rules of operation of the Committees;
  15. matters that, by virtue of a legal provision or by determination of the General Meeting, depend on its deliberation;
  16. integrity and compliance criteria, as well as the other pertinent criteria and requirements applicable to the election of the members of holders of the general structure appointment of the Executive Managers, who shall meet, as a minimum, those set forth in art. 16, paragraph 1, 2 and 3 of the Bylaws;
  17. deliberating on trademarks and patents; and
  18. cases omitted from the Bylaws.

The Board of Directors is formed by nine representatives, including one representative elected by our employees. Click on the name to see the resume.

Augusto Marques da Cruz Filho Chairman of the Board of Directors
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

Doctor and Post-Graduate in Economic Theory from the Institute of Economic Research (IPE) at the University of São Paulo (USP), and a graduate in Economic Sciences from the Faculty of Economics and Administration at the University of São Paulo (Fea-USP), having studied Overseas Development at the Institut Européen d’Aministration des Affaires (Insead).

Professional Experience

He is currently a member of the Board of Directors of JSL S.A. and Empresa General Shopping. He has been a member of the Board of Directors and Advisory Board of: Companhia de Bebidas Ipiranga, from December 2009 to September 2013; Santa Bárbara Engenharia from August 2009 to July 2011; B2W (a company that resulted from the merger of Submarino.com and Americanas.com, that operates in on-line retail with the following brands: Submarino.com; Americanas.com; Shoptime, Viagens.com and Ingressos.com) from November 2005 to April 2010, where he acted as a member of the Board of Directors and Coordinator of the Audit Committee; Companhia Brasileira de Distribuição – (Grupo Pão de Açúcar) from October/1999 to March/2004; Arafértil Ferlilizantes S.A. (a company with an interest in the Bunge Group, Sistema Petrofértil and Ypiranga Group) from October/1992 to December/1993.

He acted as CEO of the Companhia Brasileira de Distribuição (Pão de Açúcar Group), from September/1994 to October/2005, and as Administrative Financial Director of Tintas Coral S/A – Bunge Group, from March/1984 to August/1994, occupying the same position at the Bunge Group’s companies in the Chemical Mining sector (Quimbrasil, Serrana de Fertilizantes, Fertimporte, Syntechrom and Tintas Coral do N.E.).

He is the owner partner of MC&F Consultoria Financeira Ltda., which has developed the following projects:

- Friboi, now JBS, from January, 2006 to September, 2006 - structuring of the Financial, HR, Administrative, Legal, IT and Accounting

- Frigorifico Mercosul S.A. from 2006 to 2008 – Professionalization of the company considering the investment made by AIG-Capital;

- Unimed Paulistana – June 2013 to December 2014 – the mission being to professionalize one of the country’s biggest health plan cooperatives.

Clemir Carlos Magro Member of the Board of Directors
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

A Company Administrator, having graduated, in 1973, from the Faculty of Economics, Administration and Accounting of USP - FEA-USP; An Accountant, having graduated, in 1976, from the São Judas Tadeu University.

Professional Experience

He has been an Independent Consultant since July 2013, and between March 2014 and October 2015, was contracted by GRANT THORNTON CORPORATE SERVICES to act as their representative in connection with an Arbitration Procedure being handled by the Arbitration and Mediation Center of the Brazil-Canada Chamber of Commerce. Independent Consultant for Directa Consultores S/C - GELBCKE CONSULTORES S/C from August 2010 to June 2013. He is currently a member of the Advisory Committee of the Board of Directors of Petróleo Brasileiro S.A. – Petrobras.

Durval José Soledade Santos Member of the Board of Directors 
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

Graduated from the Faculty of Law of the Fluminense Federal University in 1974. Received an Executive MBA Post-Graduate diploma from COPPE/UFRJ; another in the Economy of Development from PUC/BNDES; and another in Company Law from the Cândido Mendes Institute of Company Law.

Professional Experience

He is a member of the Boards of Directors of LOGZ – Logística Brasil S.A. (Vice-Chairperson); PORTINVEST – Participações S.A.; TGSC – Terminal de Granéis de Santa Catarina S.A.; Porto Novo S.A. (Chairperson); and SATI RJ Participações S.A. (CEO). He acts as CEO of LOGZ – Logística Brasil S.A.; Director of SATI RJ Participações S.A.; Director of LN Participações S.A.; Chairperson of the Audit Committee of Cultura Inglesa S.A.; Visiting Lecturer on the LLMDS course at FGV Law Rio; Professor on the Company Law Course offered by the Capitals Market Commission of the Bar Association of RJ; and Vice-Chairperson of the Independent Investigation Commission of ELETROBRÁS.

He has previously been a member of the Boards of Directors of: Forjas Taurus S.A., as a member of the Corporate Governance Committee; Odebrecht Agroindustrial S.A. (previously ETH Bioenergia S.A.) as a member of its Financial and Investments Committee; Porto de Itapoá S.A. (Alternate); LBR – Lácteos Brasil S.A.; SIBRA – Eletrosiderúrgica Brasileira S.A. (Chairperson); Multitêxtil S.A. (Chairperson); Aracruz Celulose S.A. (Vice-Chairperson); Nova América S.A. (Vice-Chairperson); TELEMAR – Tele Norte Leste Participações S.A.; La Fonte Participações S.A.; LIGHT S.A.; Banco do Nordeste do Brasil S.A. – BNB; CRP – CADERI S.A.; LBR – Lácteos Brasil S.A. He has held the positions of Superintendent-Director of SIBRA – Eletrosiderúrgica Brasileira S.A.; Vice-President of Companhia Taubaté Industrial; Senior Partner of Motta, Fernandes Rocha – Advogados (currently licensed); Professor on the MBA and Master's courses in Finance at COPPEAD/UFRJ, occupying the Company Law Chair; Professor at the Cândido Mendes Law Faculty, occupying the chairs of Commercial Director, Special Contracts and Debt Securities; and President of the ‘Escola de Gente – Comunicação em Inclusão’. He is currently a member of the Board of Directors of Petróleo Brasileiro S.A. – Petrobras.

Roberto de Oliveira Lima Member of the Board of Directors 
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

Graduated in Public Administration, having specialized in company administration, from the Company Administration School of São Paulo at the Getulio Vargas Foundation (FGV). He was awarded his Post-Graduate degree in Strategic Finance and Planning by the Institute Superior des Affaires, Jouy em Josas, France; and completed a course on ‘Value Creation in an International Company’ at the University of Texas at Austin – The Graduate School of Business.

Professional Experience

He is currently a member of the Boards of Directors of RNI Negócios Imobiliários S.A. and Telefonica Brasil S.A and is a Non-Executive Officer with the Naspers Group, a global company based in South Africa.

He has more than 42 years of experience in executive roles at companies such as Saint Goban, as Data Processing Manager, from 1975 to 1977; Rhodia, where he was International Treasurer from 1977 to 1982; Accor Brasil S/A, as Executive Vice-President, from 1982 to 1999; Chairman of the Board of Directors and CEI of the Credicard Group at Citibank S/A, from August, 2002 to 2005; CEO of Vivo Participações and Vivo S.A., from July 2005 to June 2011; Chairperson of Publicis Brasil from January, 2014 to August, 2014; and CEO of Natura Cosméticos S.A, from September, 2014 to November, 2016.

He has also participated as a member of the Boards of Directors of the following companies: Accor Brasil, Edenred, the Pão de Açucar Group, and Natura.

Cesar Suaki dos Santos Member of the Board of Directors 
Appointed by Petróleo Brasileiro S.A. – Petrobras

Academic information

Graduated as a Production Engineer from the Polytechnic School of USP (University of São Paulo), and holds a Master's Degree in Business Administration from FEA/USP. He is a professional Board Member, certified by the IBGC, and graduated the Board Members Training Course offered by the Dom Cabral Foundation.

Professional Experience

He has solid experience in business management, with a history of impressive results in the Wholesale Commerce, Logistics and Service Provision sectors, with the following responsibilities being worthy of special mention: General Director of Logística da ALL – América Latina Logística S/A; Director of Ultragaz S/A; General Director of Marbo, Serviços de Logística & Distribuição; Purchases Officer of Martins Comércio e Serviços S/A. Skills in Business Development developed through his activities involving the coordination of large investments in acquisitions projects, mergers and joint ventures, and the construction of strategic and commercial alliances with large domestic and international companies. Participation in a start up in the area of logistics on the internet, acting as a member of the Board of Directors.

He is currently a partner in Maestà, equity management (a multi-family office), Board Member of Odontoprev (odonatological services), Elekeiroz (a chemical mining company, part of ITAUSA), Hubprepaid/Vale Presente (pre-paid & Gift Card), Mundo Verde (natural foods retailer), Ocrim (pharmaceuticals industry), Grupo Hindiana (private investments holding company) and Scanntech (technology retail).

Fernando Antônio Ribeiro Soares Member of the Board of Directors 
Appointed by the Ministry of Planning, Development and Management

Academic information

Holder of a Doctorate and Master’s Degree in Economics from the University of Brasília, having graduated in Economic Sciences from the Federal University of Minas Gerais, and specializing in Public Policies and Government Management at the National School of Public Administration (ENAP).

Professional Experience

He is a career federal civil servant, having been a Specialist in Public Policies and Government Management at the Ministry of Planning, Budgets and Management since June 1998. Since August 2016, he has worked as Secretary at the Department of Coordination and Governance of State Companies at the Ministry of Planning, Budgets and Management (SEST). From May 2016 to August 2016, he was a director at the Department of Coordination and Governance of State Companies - DEST/MP; from January 2016 to May 2016, he acted as Director of the Executive Department at the Ministry of Finance; from February 2015 to January 2016, he was a director at the Executive Department at the Ministry of Planning, Budgets and Management; from August 2012 to February 2015, he was General Coordinator of Structuring of Projects and Financing - COGEF; between June 2011 and August 2012, he was an advisor at the Executive Department at the Ministry of Finance; and from April 2008 to June 2011, he was Director of the Department of Regulatory Policy for Civil Aviation and substitute Secretary of Civil Aviation.

He is a member and Chairperson of the Board of Directors of BNDESPAR (since November 2016); has been a full member of the Board of Directors of Capgemini Brasil and Empresa Brasileira de Correios e Telégrafos- ECT, since July 2017 and August 2016, respectively; he has been a full member of the Board of Directors of the Empresa de Infraestrutura Aeroportuária – Infraero, since May 2015; and a full member of the Oversight Board of Banco PAN and Empresa de Infraestrutura Aeroportuária – Infraero, between September 2016 and March 2017, and April and October, 2013, respectively. He was a full member of the Oversight Board at BB Leasing – Arrendamento Mercantil S.A., from August 2011 to October 2012; and an alternate member of the boards of directors of various different companies (with finished mandates), such as IRB Brasil Resseguros, BB Administradora de Consórcios, BB-BI Banco de Investimentos S.A., BB-CAR Administradora de Cartões de Crédito S.A., and the Manaus Free-Trade Zone – Suframa.

He has appeared in different economics publications, and has received awards such as First Place in the ‘IV SOF (Federal Budget Department) of Monographs’ and the ‘XV National Treasury Award’, in 2011 and 2010, respectively. He also has experience at higher education institutions, such as the Economics Department of the Catholic University of Brasília (UCB), (from August, 2014 to July, 2017); the Economics Department of the Educational Union of Brasília (UNEB), (from September 2017 to July 2010), and the Ceub Institute of Research and Development (2005). He has also acted as a reviewer and orienter for the Public Finance Research Group at the Treasury Administration School of the Ministry of Finance (ESAF/MF) and sat on academic juries for doctorates, academic master’s degrees and professional master’s degrees.

Alexandre Magalhães da Silveira Member of the Board of Directors
Appointed by non-controlling shareholder

Academic information

A graduate in Metallurgical Industrial Engineering from the Engineering School of the Fluminense Federal University. Master’s in Metallurgy from the Alberto Luiz Coimbra Post-Graduate and Research Engineering Institute from the Federal University of Rio de Janeiro (COPPE UFRJ). Doctor in Mathematics in the area of Differential Geometry from the Institute of Pure and Applied Mathematics (IMPA).

Professional Experience

He was a professor at the Engineering School of the Federal University of Rio de Janeiro from 1968 to 1972. He was a professor at the Alberto Luiz Coimbra Post-Graduate and Research Engineering Institute (COPPE UFRJ) from 1969 to 1972. He was a professor at the Institute of Mathematics at the Federal University of Rio de Janeiro from 1972 to 1996.

He was a company analyst and head of the analysis department at Opportunity from 1988 to 2003. He was Financial Officer at Eletrobrás from January 2003 to January 2004. In 2004, he worked as an Opportunity Analyst. From 2005 to 2007, he worked as a company analyst for ARX Capital. He was a partner and analyst at JGP Gestão de Recursos between 2007 and March 2017. Held the post of Opportunity Analyst from May 2017 to February 2018.

In addition, he was a member of the Board of Directors at the Companhia Eletricidade de São Paulo (CESP) in 2003, and between 2007 and 2009, as well as at Eletrosul in 2003. Finally, he has been a member of the Oversight Board at the following companies: Companhia Paranaense de Energia (COPEL), Usinas Siderúrgicas De Minas Gerais S.A. (USIMINAS), Companhia Energética de Pernambuco (CELPE), Banco do Estado de São Paulo S.A. (BANESPA), Bahia Sul Celulose S.A. and Trikem S.A. (merged with Braskem S.A.).

Gregory Louis Piccininno Member of the Board of Directors
Appointed by non-controlling shareholder

Professional Experience

Works at Citi since July 31, 2012, as Global Head of Latin American Equity Sales and member of
the Operating Committee. Has participated on sale of shares issued by the Company regarding
initial public offering launched in December, 2017 and the sale of ON  ADRs issued by Petrobras (NYSE Listing).

Shakhaf Wine Member of the Board of Directors
Appointed by non-controlling shareholder

Professional Experience

Has led the implementation of financial advisory projects for Hampstead Assessoria Econômica Ltda. since January, 2016. Works with operational management, renegotiation of debts, sale of international subsidiaries, listing on the New Market, structuring of corporation models (without a controller) with implementation of new governance and committees by LIQ PARTICIPAÇÕES S.A. (August 2015 to January 2017), where he was also CEO (August, 2015 to March 2016), Chairperson of the Board of Directors (March 2016 to January 2017), and a member of the Personnel Committee; Audit Committee; Risk and Compliance Management; Financial Committee; and the Strategic Operations Committee (June, 2016 to January, 2017). He has also worked for the Portugal Telecom / Portugal Telecom Brasil Group (March, 2003 to June 2015), being responsible for the direct supervision and control of Portugal Telecom and its subsidiaries in Brazil: representation on the Board of Directors, interaction with the executive management and partners, planning and control, as well as in the development of business and M&A in Brazil and in the international activities involving relations with investors in Portugal Telecom, where he was CEO, and Chairperson of the Board of Directors of Portugal Telecom Brasil S.A. (2005-2015), Executive Member of Board of Directors of Portugal Telecom S.G.P.S. (2009-2015). He has also worked for the Oi Group (2011-2015), performing the functions of operational management, renegotiation of debts, international subsidiary sales, listing on the New Market, structuring of corporation models (without a controller) with implementation of new governance and committees, where he held the posts of Member of the Board of Directors of Oi S.A. (formerly Tele Norte Leste Participações), Chairperson of the Technology and Innovation Committee, member of the Finance, and HR and Compensation Committees, and a member of the Board of Directors of Telemar Participações S.A. Other positions held prior to 2013: Vice-Chairperson of the Board of Directors of Vivo Participações and Brasilcel N.V. (a joint venture between PT and Telefônica, Vivo’s parent company). At Vivo / Brasilcel: Chairperson of the Audit and Control Committee, and member of the Appointments and Remuneration Committee. Member of the Board of Directors of PT Investimentos Internacionais, Africatel Holdings B.V., Telesp Celular Part, Telemig Part, Telemig Celular, Tele Centro Oeste Celular Part, Tele Sudeste Celular Part, Celular CRT Part, Tele Leste Celular Part and Banco1.Net. None of the companies listed above form part of the business group or are controlled by a shareholder from the Company.

Bruno Cesar de Paiva e Silva Member of the Board of Directors
Employees' representative

Academic information

Lawyer, graduated from the Universidade Federal do Estado do Rio de Janeiro. Specialization degree in Procedural Law from Universidade Católica de Petrópolis and Business Management from Fundação Dom Cabral. Certificated in GRC - Governance, Risk and Compliance by KPMG Consultores. He has participated in several courses for Members of Boards of Directors from IBGC - Instituto Brasileiro de Governança Corporativa, of wich is associated.

Professional Experience

Member of the Comission of Ethics and Diversity from IBDEE - Instituto Brasileiro de Direito e Ética Empresarial. Chairman of the Risk and Financial Committee and board member of Petrobras Distribuidora since 2015, reelected three times as employee representative. Employed by BR since 2003, having worked in Contracts, Supply Chain ang Governance.

BOARD OF DIRECTORS' ADVISORY COMMITTEES

Risk and Financial Committee

The Risk and Financial Committee, with a strategic focus, is a permanent statutory body directly linked to the Company's Board of Directors. The purpose of this Committee is to give support to the Board of Directors in the fulfillment of its duties, including, but not limited to, the review and issuance of recommendations on such risks related to financial management; to the proposed strategic plan, to the business plan and to such other guidelines and directives related to the scope of the Committee due to be submitted to the Board of Directors.

  • Bruno Cesar de Paiva e Silva (President)
  • Cesar Suaki dos Santos
  • Gregory Louis Piccininno

 

Statutory Audit Committee

The purpose of the Statutory Audit Committee (CAE), is to give support to the Company's Board of Directors in the performance of its duties and, without detriment to other duties provided for in Company's by-laws and approved by the Board of Directors, this Committee shall review and issue opinion on the following matters:

  1. Hiring and dismissal of independent auditor;
  2. The performance, independence, and quality of independent auditors' and internal auditors' work;
  3. The quality, reliability and integrity of financial statements;
  4. The Effectiveness of internal control processes in the generation of financial reports.
  • Clemir Carlos Magro (President)
  • Augusto Marques da Cruz Filho
  • Durval José Soledade Santos

 

Nomination, Compensation and Succession Committee

The Nomination, Compensation and Succession Committee is a permanent statutory body directly linked to the Company's Board of Directors. The purpose of this Committee is to give support to the Board of Directors in the fulfillment of its duties, with respect to matters of nomination, compensation and succession provided for in its internal regulations, as well as discuss other matters related to the scope of this Committee.
The Committee will act to meet the set forth in Law 13,303/16 and in Decree 8,945/16, exercising the attributions of the eligibility committee for both BR and its subsidiary and controlled companies covered by said legislation.

  • Durval José Soledade Santos (President)
  • Roberto Oliveira de Lima
  • Shakhaf Wine

 

Minority Shareholders Committee

The Minority Shareholders Committee is an independent and permanent statutory body. Its reunions will occur when there are matters in the agenda of the Board of Directors related to the scope of the Committee.
The Committee is directly linked to the Company's Board of Directors. The purpose of this Committee is to give support to the Board of Directors in the fulfillment of its duties, with regards to evaluate and making statements in operations with the Government, its municipalities and foundations, as well as in operations with Petrobras and federal state enterprises, provided it is outside the normal course of business of the Company, and that it is within the purview of the Board of Directors' approval, the Minority Committee shall render prior advice, in order to give alignment to the best practices of corporate governance, guaranteeing the transparency and impartiality of the operation for the non-controlling shareholders.

  • Shakhaf Wine (President)
  • Gregory Louis Piccininno
  • Alexandre Magalhães da Silveira

 

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