Board of Directors
Santos Brasil Participações’ board of directors is the Company’s decision-making body responsible for establishing its overall strategic guidelines, including its general business policies. Among other things, Santos Brasil Participações’ board is responsible for electing its executive officers and supervising their management. Currently, the Company’s board of directors is comprised of seven board members and a similar number of alternates and meets monthly or whenever requested by its chairman or by the majority of its members.
Under Brazilian Corporate Law, each director must hold at least one of the Company’s shares and, pursuant to Santos Brasil Participações’ bylaws, domiciled or not in Brazil. The Company’s directors are also prohibited from (i) voting on any matter that would result in such director having a conflict of interest with Santos Brasil Participações’; and (ii) borrowing funds or assets from the Company, without the prior authorization of its annual shareholders’ meeting or board of directors.
The term of office of the members of the Board of Directors of Santos Brasil Participações is two years, reelection allowed. The Board members are not entitled to any additional compensation in case of removal from office. The Company‘s Board members are not subject to mandatory retirement based on age.
|Verônica Valente Dantas||Chairman (Independent Member)||ASM of 2024|
|Verônica Valente Dantas. Ms. Dantas holds a degree in Business Administration from the Bahia School of Business Administration and joined Opportunity Asset Management Ltda. in 1994, where she is still a managing partner. She has been a member of the Board of Directors of Brasil Telecom S.A., Telemig Celular Participações S.A. and Tele Norte Celular Participações S.A., among others, and an alternate member of the Board of Directors of Brasil Telecom Participações S.A..|
|Maria Amalia Delfim de Melo Coutrim||Vice Chairman (Independent Member)||ASM of 2024|
|Maria Amalia Delfim de Melo Coutrim. Ms. Coutrim holds a degree in Economics from the Federal Rural University of Rio de Janeiro. She joined the Opportunity Group in 1994 and is currently a director of Opportunity Equity Partners Administradora de Recursos Ltda. She has been a member of the Board of Directors of Tele Norte Celular Participações S.A., Telemig Celular Participações S.A., Opportrans Concessão Metroviária S.A. and Brasil Telecom S.A. and was also a director of Opportunity Asset Management Ltda.|
|Valdecyr Maciel Gomes||Independent Board Member||ASM of 2024|
|Valdecyr Maciel Gomes. Holds a bachelor’s degree in law from Fluminense Federal University of Rio de Janeiro and has completed a specialization program in International Financial Law from Oxford University. He was Head for Latin America and Managing Partner of the Private Equity area at Brookfield Asset Management. Prior to that, he was an executive officer at Brascan Holdings PLC.|
|Eduardo de Britto Pereira Azevedo||Independent Board Member||ASM of 2024|
|Eduardo de Britto Pereira Azevedo. Chief Executive Officer of Agropecuária Santa Bárbara, where he has been working since 2014. Eduardo joined the Opportunity Group in 2011, in the Private Equity department. Prior, he worked at Banco BBM for eight years. Eduardo has an MBA from MIT Sloan School of Management in Cambridge, USA (2011) and a degree in Economics from PUC-RJ (2003).|
|Luiz Sergio Fisher de Castro||Independent Board Member||ASM of 2024|
|Luiz Sergio Fisher de Castro. Bachelor’s degree in Engineering from the Federal University of Rio de Janeiro (UFRJ) and certified by IBGC – Brazilian Corporate Governance Institute – in a Board of Directors course. He worked as General Manager at Baker Hughes, a North American company in the energy sector, and was Director at Lachmann, a port agency and bonded warehousing company. From 1994 to 2020, he worked at Wilson Sons, reaching the position of Vice President of Port Terminals and Logistics. Currently, he works as consultant in his own company, LFSC.|
|José Luis Bringel Vidal||Independent Board Member||ASM of 2024|
|José Luis Bringel Vidal. Holds a bachelor’s degree in electrical engineering from Mauá School of Engineering, an MBA in Marketing Management from ESPM and a master’s degree in Transportation and Logistics from the University of São Paulo. He participated in the Board Director Program of the Brazilian Institute of Corporate Governance (IBRI). He is currently a consultant for the Brazilian Association of Mineral Research Companies (ABPM), a member of the Board of Directors of Brasil Exploração Mineral S.A. (BEMISA), a Senior Advisor at Rio Tinto and the CEO of WV Logistics.|
|Felipe Villela Dias||Independent Board Member||ASM of 2024|
|Felipe Villela Dias. Holds a bachelor’s degree in production engineering from the Federal University of Rio de Janeiro (UFRJ) and has completed a specialization program in Logistics from COPPEAD. He is currently a partner at Visagio, where he works as finance specialist in consulting projects for diverse sectors. He was a partner at Squadra Investimentos and the Chief Financial and Investor Relations Officer at Brasil Brokers Participações S.A.|
|Marco Antonio Souza Cauduro||Independent Board Member||ASM of 2024|
|Marco Antonio Souza Cauduro. Holds a bachelor’s degree in Economics from the University of São Paulo (USP), an MBA from the MIT Sloan School of Management, a doctorate in Finance from the Getulio Vargas Foundation and was a Visiting Scholar at Stanford University. Currently, is the CEO of CCR and Chairman of the Board of Directors of Log-in, where he served as CEO from May 2016 to June 2020, when he joined the Board of Directors. In addition, he was a managing partner and Portfolio Manager at Arbela Investimentos, founding-partner and manager at Cox Capital Management, one of the founding-partners of Tarpon Investimentos and worked at Morgan Stanley and Deutsche Bank.|
Under Brazilian Corporate Law, the ‘Conselho Fiscal’, or fiscal council, is a corporate body independent of the management and the company’s independent accountants. The primary responsibilities of the fiscal council are monitoring management activities, reviewing the company’s financial statements, and reporting its findings to the company’s shareholders. The fiscal council may be either permanent or non-permanent, in which case it will be created at the request of shareholders representing at least 5% of the voting shares to act by the first annual meeting held subsequently to its creation.
Under Santos Brasil Participações’ bylaws, its fiscal council is permanent and composed of three members and their respective alternates.
Under Brazilian Corporate Law, Santos Brasil Participações’ fiscal council may not include members that (i) are in its board of directors, (ii) are in the board of executive officers, (iii) are employed by the Company or a controlled company or a company under common control with Santos Brasil Participações; or (iv) are spouses or up to third-degree relatives of any member of Santos Brasil Participações’ management.
|Gilberto Braga||President||ASM of 2023|
|Gilberto Braga. Bachelor’s degree in Economics from the Candido Mendes Ipanema College in 1983 and in Accounting Sciences from Universidade Gama Filho (UGF) in 2001. Post-graduate degree in Financial Administration from IAG-PUC/Rio in 1992. Resident professor of IBMEC-RJ for post-graduate courses in Tax Planning, Corporate Governance, Ethics and Private Equity. He was a financial executive of the Opportunity Group and currently he provides advisory services in the areas of corporate, tax and forensic accounting at 2B Treinamento, Consultoria e Participações Ltda.|
|Leonardo Guimarães Pinto||Sitting Member||ASM of 2023|
|Leonardo Guimarães Pinto. Bachelor’s degree in Accounting Sciences from the State University of Rio de Janeiro in 2001 and MBA in Corporate Finance from IBMEC-RJ in 2005. Since 2001, he has worked for Opportunity and is a managing partner at Opportunity Equity Gestora de Recursos Ltda.|
|Luís Fernando Moran de Oliveira||Sitting Member||ASM of 2023|
|Luís Fernando Moran de Oliveira. Bachelor’s degree in Business Administration from EAESP-FGV, he participated in the executive program of Kellogg School of Management (Northwestern University) with emphasis on Corporate Financial Strategies for Creating Shareholder Value. He is currently a consultant at MBS Value Partners, acting as a specialist in investor relations strategies. He has more than 20 years of experience as an investor relations officer, asset manager and investment analyst, having built his career in companies such as WEG, Itaú Corretora, BNP Paribas, Bradesco Templeton, Santander and Unibanco. He had been a director of IBRI (Brazilian Investor Relations Institute) for two years.|