Board and Administration

The Company is managed by a Board of Directors, responsible for planning and for the Company’s strategical matters. According to its Bylaws, at least five members and a maximum of nine effective members shall compose the Board of Directors. Currently, the Board of Directors is composed of eight members.

The mandate of the Board of Directors' current members will terminate on the date of the Ordinary General Meeting (AGO), which will examine the Company's administration accounts regarding the social exercise that ends on December 31st, 2021.

BOARD OF DIRECTORS

Name Position Election Date Date of Possession Term of Office
Aurelio Ricardo Bustilho de Oliveira Effective Member 04/08/2020 04/08/2020 Until AGM** of 2021
Britaldo Pedrosa Soares Vice President of the Board of Directors 04/08/2020 04/08/2020 Until AGM** of 2021
Guilherme Gomes Lencastre Effective Member 04/08/2020 04/08/2020 Until AGM** of 2021
Regina Lucia Strepeckes Effective Member (Indicated by the employees) 04/08/2020 04/08/2020 Until AGM** of 2021
Márcia Sandra Roque Vieira Silva Effective Member 04/08/2020 04/08/2020 Until AGM** of 2021
Nicola Cotugno Effective Member 04/08/2020 04/08/2020 Until AGM** of 2021
Mario Fernando de Melo Santos President of the Board of Directors 04/08/2020 04/08/2020 Until AGM** of 2021

* For the purposes of corporate governance, an independent council member is one whom: (i) does not have any link to the Company or participation in its share capital; (ii) is not a Controlling Shareholder, and neither is his/her spouse or second degree relative, or does not have a link with the Controlling Shareholder from the past 3 (three) years, by means of society or related entity, except in the case of institutions of public education and/or research; (iii) has not been an employee or director of the Company, the Controlling Shareholder, or the society controlled by the Company in the last 3 (three) years; (iv) is not a supplier of services and/or supplier or buyer of the Company’s products, as an employee or administrator, directly or indirectly, in proportion to what can be characterized as a dependent relationship; (v) is not linked to the society or entity that supplies or demands services and/or products to the Company, in the quality of an employee or administrator, in proportion to what can be characterized as a dependent relationship; (vi) is not a spouse or second degree relative to the Company’s administrator; and (vii) is remunerated by the Company only in virtue of his/her position as a council member, excluding values received due to his/her participation in the Company’s share capital. A council that is elected by faculty predicted in art. 141, §§ 4th and 5th or by art. 239 of Brazilian Corporate Law, which contemplate quoroms and ways to elect members of the council by minor shareholders. (Source: BM&F Bovespa)

** Ordinary General Assembly

Regina Lucia Strepeckes has been a member of the Company’s Board of Directors since April 2020. She holds a degree in Languages. She started her career performing commercial and technical assistance in a service agencies. For 6 years, she represented the Company in conciliation and discovery hearings with Procon and Special Civil Courts. Currently, she belongs to the Executive Board of the Electricians Union of São Paulo, in the department of Benefits and of Fenatema – National Federation of Water, Energy and Environment workers. She is also responsible for the Health and Safety at Work and Women’s department and also belongs to the Board of Reference Centers in Occupation Health – Sé and the Diesat Board of Directors, in the function of fiscal advisor. Regina Lucia has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Britaldo Pedrosa Soares has been a member of the Company's Board of Directors since April 2008 and Vice-Chairman of the Board of Directors since April 2020. He has also been a member of the Company's Audit Committee since January 2018. He holds a degree in Metallurgical Engineering by the Federal University of Minas Gerais (UFMG), with a postgraduate degree in Economic and Financial Engineering at Dom Cabral Foundation and participated in several executive education programs, including the Senior Management Executive Program and the Finance Development Program, both at the Darden School of Business - University of Virginia. Currently, he is: (i) member of the Board of Directors of the Brazilian Association of Infrastructure and Base Industry - ABDIB, since 2011, and Vice-Chairman of this Board, since 2017; (ii) Senior Advisor to Cypress Associates, since 2016; (iii) member of the Klabin S.A Energy Committee; (iv) member of the Strategic Council of Nexans do Brasil, since April 2018; and (v) President of the Competitiveness Committee of the American Chamber of Commerce - AMCHAM Brazil, since 2017. Britaldo was: (i) Chairman of the Board of Directors of AES Tietê Energia S.A. from April 2016 to April 2018; (ii) member of the Board of Directors, member of the Executive Committee and President of the Advocacy Committee of the American Chamber of Commerce - AMCHAM Brasil, from 2011 to 2016; (iii) member of the Board of Directors of the National Operator of the Electric System - ONS, from 2008 to 2016; (iv) member of the Board of Directors of Companhia Energética de Minas Gerais - CEMIG (a publicly-held company whose main activity is the electric power sector), from 2009 to 2011; (v) member of the Board of Directors of Dayton Power & Light, Ohio - USA, from 2012 to 2013; (vi) member of the Board of Directors of AES Gener S.A. (a publicly-held company in Chile whose main activity is the electric power sector), from 2008 to 2011; (vii) member of the Board of Directors of the Brazilian Institute of Finance Executives of São Paulo - IBEF, from 2006 to 2007; and (viii) member of the Board of Directors of Eletricidad de Caracas from 2006 to 2007. He also held the following functions: (i) Prisma Energy International's Financial Vice President from 1999 to 2005; (ii) Prisma Energy's Financial and Investor Relations Director Officer for Brazil, Bolivia and Argentina, from Enron South America, from 2001 to 2003, and its electricity distributor Elektro Eletricidade e Serviços S.A ( a publicly-held company operating in the generation, distribution, and transmission of energy) from 1999 to 2003, when he led the entire financial restructuring of Enron Corp.'s business in Brazil following its bankruptcy in the United States (2001), (iii) President and CEO , in the CAEMI/Jari Group, Jari Celulose S.A (1992 to 1998) and CFO and Investor Relations Director of the pulp and forest products business unit; (iv) Corporate Finance Vice President and Investment Bank of Citibank NA, (vi) President and CEO of AES Group in Brazil (2007 to 2016), and Financial Director / Financial and Investor Relations Vice President Director for Brazil (from 2005 to 2007.) In the last five years, Britaldo Pedrosa Soares has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Guilherme Gomes Lencastre has been a member of the Company's Board of Directors since November 2018. He holds a degree in Production Engineering from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio). Since 2014 he has been the Director of Business Development for Infrastructure and Networks of the Enel Group. In the previous six years he also held the position of CEO (Chief Executive Officer) of Enel Group Generation Companies in Brazil (CGTF - Central Geradora Termelétrica Fortaleza SA and Centrais Elétricas Cachoeira Dourada SA - CDSA, currently Enel Green Power Cachoeira Dourada SA) and the Enel Group Transmitter in Brazil (now Enel Cien SA). In addition, he was: (i) a member of the Board of Directors of the Central Generadora Termelétrica Fortaleza S.A. - CGTF, from November 2005 to December 2012, having held the position of Chairman of the respective board from January 2009 to December 2012; (ii) member of the Board of Directors of Companhia de Interconexão Energética- CIEN (now Enel Cien S.A.), from January 2009 to June 2011; and (iii) member of the Board of Directors of Centrais Elétricas Cachoeira Dourada SA - CDSA (now Enel Green Power Cachoeira Dourada SA), from February 2005 to June 2011, having held the position of Chairman of said board from april 2009 to june 2011. In the last five years, Guilherme Gomes Lencastre has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Aurélio Ricardo Bustilho de Oliveira has been a member of the Board of Directors of the Company since November 2018. He holds a degree in Business Administration from the University of Management of Brasília, with a postgraduate degree in Competitive Intelligence from the Federal University of Rio de Janeiro (UNI-RIO), MBA (Master of Business Administration) from the Graduate Institute and Research in Administration of the Federal University of Rio de Janeiro (COPPEAD / UFRJ) and extension courses from the Harvard Business School (Executive Program in Energy Management), Chicago Booth University (CFO Program) and Columbia Business School (Driving Strategic Impact). Currently holds the positions of: (i) Administrative, Financial and Planning and Control Director at Enel Brasil; (ii) Administrative and Financial Director of the Central Generadora Termelétrica Fortaleza S.A .; (iii) Administrative, Financial and Planning and Control Officer and Tax Advisor of Enel Green Power Cachoeira Dourada S.A .; (iv) Financial and Planning and Control Director and Interim Administrative Director of Enel Cien S.A; (v) Chief Financial Officer and Investor Relations Officer; and Administrative and Planning and Control Officer at Ampla Energia e Serviços S.A .; (vi) Chief Financial Officer and Investor Relations Officer; and Administrative and Planning and Control Officer at Companhia Energética do Ceará - COELCE; (vii) Administrative, Financial and Planning and Control Officer at Enel Brasil Investimentos Sudeste S.A .; and (viii) effective member of the Board of Directors of Enel Brasil S.A., Central Generadora Termelétrica Fortaleza S.A., Companhia Energética do Ceará - COELCE, Ampla Energia e Serviços S.A and Celg Distribuição S.A. - CELG-D. In the last five years he has also been responsible for: (i) Planning, Control and Accounting responsible by Enel Brasil Holding and the Ampla and Coelce distribution companies, from November 2005 to May 2013; and (ii) CFO in Enel Group companies in Colombia, from July 2013 to July 2016. He was also a member of the board of directors of: (i) Companhia Energética do Ceará - COELCE, from April 2008 to June 2013; and (ii) Centrais Elétricas Cachoeira Dourada SA (now Enel Green Power Cachoeira Dourada SA), from April 2008 to November 2011. In the last five years, Aurélio Ricardo has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Nicola Cotugno has been a member of the Company's Board of Directors since November 2018. He holds a degree in Mechanical Engineering from La Sapienza University in Rome (Italy). He also attended: (i) the Executive Leadership Study Program for Energy by the Harvard Business School; (ii) Nuclear Study Technology for Executives at the Department of Nuclear Science and Engineering/MIT; (iii) the International Executive Program by the Institut européen d'administration des affaires - INSEAD (France); and (iv) the ENEL Power Generation Academy Technical Training for Managers. He is currently CEO of Enel Chile. He was: (i) member of the Board of Directors of Eurelectric (Association of European Electric Energy Companies); and (ii) member of the Board of Directors of Wano (Moscow Centre). In addition, in the last five (5) years he has also been responsible for: (i) Generation Director, Director of the Energy Management Division and member of the Board of Directors of Slovenske Electrarne (Slovakia) from January 2013 to January 2015; and (ii) CEO of Slovenské Elektrárne (Slovakia) and Chairman of the Board of Directors Slovenske Electrarne (Slovakia) from February 2015 to August 2016. In the last five years, Nicola Cotugno has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Márcia Sandra has been a member of the Company's Board of Directors since November 2018. She holds a degree in Civil Engineering, holds a specialization in Occupational Health and Safety Engineering, and an MBA in Business Management, with emphasis in the electrical sector, by the University of Fortaleza (UNIFOR). Currently, she is the Market Director of Companhia Energética do Ceará - COELCE and Ampla Energia e Serviços SA. In the last five years she has also been responsible for: (i) Enel Green Power HR Director (South and Central America) from november 2014 to July 2016; and (ii) Latin America HR Director (Endesa) from February 2012 to November 2014. In the last five years, Márcia Sandra has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

Mario Fernando de Melo Santos has been Chairman of the Board of Directors of the Company since April 2020. Electrical Engineer, graduated from the School of Engineering at the Federal University of Pernambuco, with a specialization course in Operation and Maintenance of Large Power Systems in Europe and the United States. He is currently Chairman of the Board of Directors of ENEL Brasil, and also Chairman of the Boards of the Group's Distribution Companies in Brazil - ENEL Distribuição Rio (AMPLA), ENEL Distribuição Ceará (COELCE) and CELG Distribuição Goiás (CELG D). Mr. Mario Fernando de Melo Santos has no criminal conviction, no conviction in an administrative proceeding of the CVM, or any final and unappealable conviction in the judicial or which has suspended or disqualified the practice of professional or commercial activity.

 

The Executive Board is composed of six members including the chairman. The members of the Executive Board shall perform their functions in accordance with the business purpose of the Company, normally conducting its businesses and operations, with strict compliance with the provisions of these By-Laws and of the decisions of the General Shareholders' Meetings and of the Board of Directors.

 

Name Position Election Date Date of Possession Term of Office Elected by Controling Shareholder
Max Xavier Lins President 03/20/2019 03/20/2019 03/18/2022 Yes
Raffaele Enrico Grandi Director of Investor Relations 04/01/2020 04/01/2020 03/18/2022 Yes
Flavia da Silva Baraúna Director Vice President of Services 03/20/2019 03/20/2019 03/18/2022 Yes
Janaina Savino Vilella Carro Director Vice President of Communications 05/13/2019 05/13/2019 03/18/2022 Yes
Anna Paula Hiotte Pacheco Director Vice President of Regulation 08/22/2019 08/22/2019 03/18/2022 Yes
Márcia Sandra Roque Vieira Silva Director Vice President of Market 08/22/2019 08/22/2019 03/18/2022 Yes
Margot Frota Cohn Pires Director Vice President of Procurement 08/22/2019 08/22/2019 03/18/2022 Yes
José Nunes de Almeida Neto Director Vice President of Institutional Affairs 09/27/2019 09/27/2019 03/18/2022 Yes
Marcia Massotti de Carvalho Director Vice President of Sustainability 05/13/2019 05/13/2019 03/18/2022 Yes
Rosario Zaccaria Director Vice President of Operations 03/20/2019 03/20/2019 03/18/2022 Yes

Max Xavier Lins has been the Company’ Chief Executive Officer since November, 2018. He holds a degree in Electrical Engineering from the Federal University of Pernambuco (UFPE / 1986), specializing in Protection of Electrical Systems from the Federal University of Santa Catarina (UFSC / 1990) and holds an MBA in Business Finance from Fundação Getúlio Vargas (FGV 2002/2003). In recent years, he has been responsible for: (i) Chief Executive Officer of Queiroz Galvão Energia S/A, from April 2012 to October 2018; (ii) Commercial Executive Director and Energy Storage of Elektro Eletricidade e Serviços S.A., from July 2008 to April 2012; (iii) Commercial Director of Eletropaulo Metropolitana Eletricidade de São Paulo SA, from November 2003 to June 2008; (iv) Commercial and Supply Director of NC Energia S / A (Neoenergia Group), from April 2001 to October 2003; (v) Commercial Manager, Market Planning, Tariffs and Energy Supply of CELPE - Companhia Energética de Pernambuco, from 1989 to 2001; and (vi) engineer of Themag Engenharia Ltda., from 1986 to 1988. In the last five years, Max Xavier Lins has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity

Mr. Grandi holds a degree in Economics from the University of Genova. He started his career in 1995 as a Consultant at Metis SpA, Telecom Group, a company specialized in Management, Marketing and Business Strategy. In 2006, he joined the Enel Group as CFO of Enel Green Power Brasil, working on the acquisition of hydroelectric assets, and structuring the financial and accounting departments. Subsequently, he held several positions in other countries, such as financial manager of Enel Peru and CFO of Enel Chile.

Flavia Baraúna holds a degree in Accounting from UERJ, and an MBA in Business Management from IMBEC. She is currently: (i) Director of Services of the Enel Group in Brazil; and (ii) Member of the Board of Directors of Ampla Energia e Serviços SA. In the last five years, Flavia Baraúna has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Janaína Savino holds a degree in Journalism from UniverCiade in Rio de Janeiro, and an MBA in Business Management from IBMEC-RJ. She is, currently, Communication Director of the Enel Group in Brazil. In the last five years, Janaína Savino has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Anna Paula Hiotte holds a degree in Production Engineering from the Pontifical Catholic University (PUC), and a postgraduate degree in Project Management from the Getúlio Vargas Foundation. Anna Paula Hiotte is currently Regulation Director at the Enel Group in Brazil. Previously she served as Head of Regulatory Affairs Brazil and Uruguay - Enel Green Power, from February 2013 to November 2016; Head of Regulatory and Energy Management - Brazil GDF Suez (majority shareholder at Sustainable Energy Brazil), from September 2010 to February 2013; Coordinator of Regulatory and Energy Management - Endesa - Brazil, from March 2000 to August 2010. In the last five years, Anna Paula Hiotte has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Marcia Massotti holds a degree in Economic Sciences from the Pontifical Catholic University of Rio de Janeiro, a Masters degree in Economics with emphasis on Finance from IBMECRJ, a postgraduate degree in Accounting from UERJ and an MBA in Business Management from IMBEC. She is currently: (i) Director of Sustainability of the Enel Group in Brazil; and (ii) Member of the Board of Directors of Ampla Energia e Serviços SA. In the last five years, Marcia Massotti has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Margot Frota holds a degree in Economics from the Federal University of Ceará, and hold as well an MBA in Business Management for the Electric Sector, from the Brazilian Institute of Capital Markets - IBMEC. Margot Cohn is currently Purchasing Director at the Enel Group. In 1998, she joined the electricity distributor Enel Distribuição Ceará, in the Purchasing area, and in 2003, she worked in Rio de Janeiro at the synergy between the supply chains of the two Enel distributors in the country - one in Rio and one in Ceará. In 2005, she took over the Procurement management of Enel Distribuição Rio. In 2008, she led the unification of the supply chain operations of all Enel companies in Brazil, also as team manager. In 2012, Margot Cohn went to Chile as Deputy Director of Material Purchasing for Latin America, under an executive job rotation program, and became responsible for purchasing material for the group companies in the region. In the last five years, Margot Frota has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

José Nunes de Almeida Neto assumed the position of Chief Operations Officer in January 1995, participating in the Coelce Privatization Preparation Project. In November 1999, he became Institutional Project Manager, working on the optimization of the special investment program of the State of Ceará. In 2015, he assumed the position of Director of Institutional Relations of the Enel Group in Brazil. He is currently Director of Institutional Relations at Ampla Energia e Serviços. SA, in Companhia Energética do Ceará - COELCE, Enel Cien SA, Enel Green Power Cachoeira Dourada SA, Enel Brasil SA, and CGTF - Central Power Generator Fortaleza AS. In the last five years, José Nunes has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Marcia Massotti holds a degree in Economic Sciences from the Pontifical Catholic University of Rio de Janeiro, a Masters degree in Economics with emphasis on Finance from IBMECRJ, a postgraduate degree in Accounting from UERJ and an MBA in Business Management from IMBEC. She is currently: (i) Director of Sustainability of the Enel Group in Brazil; and (ii) Member of the Board of Directors of Ampla Energia e Serviços SA. In the last five years, Marcia Massotti has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

Rosario Zaccaria has been Vice-President of the Company since October, 2018. He holds a degree in Electrical Engineering from Universidade Federico II, Napoli. At the moment Rosario is Head of commercial operations of network, energy measurement, energy balance and recovery operation of Enel Group. In addition to this, he has also exercised in the last 5 years: (i) Head of Enel SpA's global infrastructure business operations network, from December 2015 to December 2017; (ii) Senior Director in Catalunya Occiddental at Endesa Distribution S.A. (Tarragona) from April 2013 to November 2015; and (iii) Manager of Central Catalynya of Endesa Distribution SA (Barcelona) from April 2011 to March 2013. In the last five years, Rosario Zaccaria has no criminal conviction, any conviction in an administrative proceeding of the CVM, or any final, unappealable conviction in the judicial or administrative sphere that has suspended or disqualified the practice of professional or commercial activity.

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