The Investors section contains information about ENGIE Brasil Energia S.A., which is the ENGIE's group company listed in the Brazilian Stock Exchange (B3: EGIE3, ADR: EGIEY).
Board of Directors of ENGIE Brasil Energia
The Board of Directors is responsible for the overall guidance of the Company’s businesses, for the election and dismissal of the directors and determining their respective attributions, as well as for supervising their management. The Board is composed of nine members and equal number of alternates: six controlling shareholder representatives, two of the minority shareholders (independent members, as defined by the Novo Mercado Regulation of the Brazilian Stock Exchange – B3) and one appointed by the employees. The General Shareholder Meeting is responsible for electing the controlling shareholder representatives and the independent members, as well as ratify the name of the representative elected by the employees. The positions of President of the Board and Chief Executive Officer of the Company cannot be held by the same person, as established in the Internal Regulations of the Board of Directors. The term of office is two years, with eligibility for reelection. The current Board took office on April 28, 2022, and its mandate expires in April 2024.
Directors’ Independence Criteria
The criteria adopted for considering a Director as independent faithfully follow the provisions of the Novo Mercado Regulations of B3, being resolved by the General Meeting. To ensure compliance with these guidelines, the situations described below are analyzed, in order to verify whether they imply loss of independence of the appointed director due to the characteristics, magnitude and extent of the relationship:
– is related to the second degree of the controlling shareholder, the Company’s administrator or the controlling shareholder’s administrator;
– has commercial relations with the Company, its controlling shareholder or affiliated companies, controlled or under common control;
– holds a position in a company or entity that has commercial relations with the Company or its controlling shareholder and that has decision-making power in conducting the activities of said company or entity;
– receives other remuneration from the Company, its controlling shareholder, affiliated, controlled or under common control companies in addition to that related to acting as a director or member of committees of the Company, its controlling shareholder, its affiliated, controlled or under common control companies, excluding cash earnings arising from participation in the company’s capital stock and benefits arising from supplementary pension plans.
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Maurício Stolle Bähr
President
Currently ENGIE Managing Director Renewables South America, Country Manager for ENGIE Brasil and Chairman of the Board of Directors of ENGIE Brasil Energia, Chairman of the Board of Directors of Transportadora Associada de Gás S.A. – TAG and Chairman of the Board of Directors of Jirau Energia – responsible for Jirau Hidroelectric Power Plant. Maurício was for 10 years Chairman of the Board of the National System Operator (ONS) of the Brazilian Interconnected System and since 2017 serves as member of the Board, representing generation companies. Board Member of ABDIB (Association of Infrastructure in Brazil), CCEF (Conseiller du Commerce Extérieur de la France) and Member of CONMAN – consultive board of Museum of Tomorrow. Bachelor of Mechanical Engineering from Universidade Gama Filho (RJ) and of Systems Analysis from Pontifícia Universidade Católica (PUC RJ), besides MBA in Business Administration from COPPEAD, business school of Universidade Federal do Rio de Janeiro (UFRJ), and in Corporate Finance from Berkeley University (EUA). Attended the Senior Management program at Harvard Business School (2019 to 2022).
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Gustavo Henrique Labanca Novo
Alternate Member
Alternate member of the Board of Directors of ENGIE Brasil Energia S.A. He joined ENGIE Group over 20 years ago, from 1998 to 2000 as projects and business development manager. During the period from 2000 to 2010, act as a financial analyst, senior finance manager and AIFA (Acquisitions, Investment & Financial Advisory) VP. From 2010 to 2015, he was VP for Development and Businesses. Since 2016, he holds the position of Business Development Officer of the Company, having resigned from this position on July 31, 2019, with effect from August 15, 2019. He was a member of the Board of Directors of Energia Sustentável do Brasil S.A. (ESBR), responsible for Jirau Hydroelectric Power Plant. Serving as member of the Board of Directors of Pampa Sul Thermoelectric Power Plant. Currently, he holds the position of Chief Executive Officer at Transportadora Associada de Gás S.A. – TAG. He holds a degree in Electronic Engineering from Universidade Gama Filho and Master in Business Administration from COPPEAD (UFRJ) and postgraduate degree in Business and Projects Evaluation from FGV-RJ.
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Paulo Jorge Tavares Almirante
Vice President
Currently, Senior Executive
Vice President responsible for renewable energy activities – Energy & Nuclear Management at ENGIE. Was also a member of the Portuguese consultative energy regulation committee and is the vice-president of the Portuguese electric energy association. Has more than 25 years’ experience in the electric energy and gas industries. From 2005 to 2013, was an International Power PLC officer for the Iberian region, with responsibility for the executive management of business in Portugal and Spain, and from 2013 to early 2016, was CEO of TrustEnergy, responsible for the executive management of ENGIE Europa’s business in Portugal, and CEO of Portgás, a concessionaire for the implementation of a natural gas network in 29 Portuguese municipalities. From 2016 a 2018, CEO of Business Unit Generation Europe and from 2018 to 2021 was the Chief Operation Officer of the Group. He has a degree in engineering and a master’s degree in mechanical engineering from Universidade Técnica de Lisboa, a diploma in managerial studies from Universidade Católica de Lisboa, and attended London Business School’s global leadership development program. -
Sylvie Marie Vicente ep. Credot
Alternate Member
Born November 16, 1976, approved at the equivalent of the Brazilian Bar in Paris in 2003. From 2013 to 2018, General Counsel and Ethics Officer, Corporate Secretary and HR Officer at Storengy, an entity responsible for the ENGIE Group’s Underground Gas Storage activity. From 2018 to July 2021, General Counsel and Ethics Officer at ENGIE GBS Legal. Currently Legal and Ethics Officer of the ENGIE Group’s Global Renewables Business Unit.
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Dirk Achiel Marc Beeuwsaert
Independent Member
Member of the Board of Directors and the Strategic Committee of ENGIE Brasil Energia. In 2000, he was made CEO of Tractebel Electricity & Gas International and member of Tractebel General Management Committee. In 2003, he was also appointed Executive Vice President of SUEZ. In 2009, he became Executive Vice President of GDF SUEZ. In 2011, he was nominated President of International Power Board and in 2013, he also became counselor of Gérard Mestrallet, President and CEO of GDF SUEZ. In 2013, he became CEO of the European Energy business line. In 2015, he retired from ENGIE and relinquished the position of CEO of Electrabel. Currently he is a member of the Company’s Board of Directors and the Strategic Committee; he is manager of his company Beeuwsaert Management CV and since 2014, he has also been a member of the board of Tplus in Russia and since 2017, Vice President of the investment committee of AMEA in AbuDhabi. He is a Mechanical and Electrical Engineer from Ghent University (Belgium). Attended the CEDEP Management Program in Fontainebleau, France.
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Gil de Methodio Maranhão Neto
Alternate Member
Gil Maranhão is a member of the Executive Committee of ENGIE in Brazil, being responsible for Communications, Environment, Corporate Social Responsibility and Carbon. He also coordinates these areas at the regional hub of ENGIE South America. Gil joined ENGIE in 1996, in the position of delegate manager for Brazil at Tractebel Energy and Gas International, a company with registered offices in Belgium. He worked on business development, mergers and acquisitions, corporate social responsibility and commercial and institutional relations, as well as in Boards of ENGIE´s companies in Brazil. Currently, he is an alternate director on the Board of Directors of ENGIE Brasil Energia. He is also an elected member of the of the International Hydropower Association, a member of the Board of the city of Rio de Janeiro and an Official of the Order of Leopold King of Belgium.
Gil Maranhão graduated in Civil Engineering with an extension course in Construction and Statistics. He has an MBA in Capital Markets and has had prior experience at investment banks and in civil construction.
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Karin Koogan Breitman
Independent Member
Member of the Board of Directors of ENGIE Brasil Energia. Throughout her career, she has been a Computer Science professor at PUC-Rio, where she led projects in partnership with NASA, HP, IBM and Microsoft. She later joined EMC and served as vice-president and head scientist for a period of four years. The author of over one hundred combined patents (Microsoft, EMC and Dell), books and scientific papers. Currently serves on the Professional Council of ACM, PMI-RJ and the Board of Grupo Editorial Nacional. She is a consultant for the European Commission and the Ministry of Science and Technology and Innovation, and holds an Officer position at Rio Tinto. She holds an Electrical Engineering degree from Universidade do Estado do Rio de Janeiro, a Master’s Degree in Software Engineering from Universidade Federal do Rio de Janeiro and a Doctor’s Degree in Computer Science from Pontifica Universidade Católica do Rio de Janeiro.
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Manoel Arlindo Zaroni Torres
Independent Alternate Member
Alternate member of the Board of Directors of ENGIE Brasil Energia and member of the Board of Energia Sustentável do Brasil (ESBR). From 1999 to 2016, served as CEO of the Company and some of its controlled Special Purpose Entities (SPEs). Was a member of the Board of Directors of Itá Energética S.A. and of Eternit; president of the Full Council of the Machadinho Consortium Management Committee; and a member of the Higher Strategy-Making Council of the Santa Catarina State Industrial Federation – FIESC. From 1973 to 1998, was employee of Furnas Centrais Elétricas S.A. and in 1998 joined the management board of ENGIE Brasil Energia S.A., as Operations Officer. He is Electrical Engineer from Escola Federal de Engenharia de Itajubá (MG) and General Administration Expert degree from CEDEP, an associate of INSEAD, Fontainebleau, France. Attended the Leading from the Chair Program – INSEAD – France in 2015.
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Pierre Jean Bernard Guiollot
Member
Member of the Board of Directors of ENGIE Brasil Energia. Joined ENGIE in 2008, where until 2012 served as accounting manager at ENGIE S.A. In 2013, he became Chief Financial Officer of the international energy division of ENGIE S.A. and Vice-Chief Financial Officer of the Group in 2014. In July 2021, he was nominated Chief Financial Officer of the Renewable Global Business Unit of ENGIE. He is also a member of the GTT Council, a listed entity in France. He holds an Utilities degree from Sciences Po Paris.
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Richard Jacques Dumas
Alternate Member
Alternate member of the Board of Directors of ENGIE Brasil Energia. He joined the Group in 2000, previously he was Sênior Vice-President Sênior of IT, Supply and Financial areas responsible for the Middle East, Asia and Dubai. He also worked as CFO in countries such as Italy and France. Currently holds the position of CFO of ENGIE’s Brazil. Holds a bachelor’s degree in Economics and Finance from Institut D’estudes Politiques, an MBA from the Canterbury Business School, and attended the Management Program at INSEAD Cedep.
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Simone Cristina de Paola Barbieri
Member
Member of the Board of Directors of ENGIE Brasil Energia. Currently, she is People and Culture Officer for ENGIE Brasil, responsible for the Company’s Human Resources, Internal Communications and Occupational Health and Safety. Prior to joining ENGIE in 2004 as talents manager, she worked as human resources consultant at Roland Berger Human Resources, in São Paulo, Brazil. She has an Executive MBA in Global Management from SOCIESC and Universidade Lusófona of Lisbon and graduated in Psychology from Universidade de São Paulo (USP), besides holding ICC International Coaching Certification from Iluminatta Brasil.
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Andre de Aquino Fontenelle Canguçú
Alternate Member
Born January 06, 1969, has a Business Administration degree from Fundação Getúlio Vargas. Attended the CEDEP Management Program in Fontainebleau, France. Worked for Igaras Papéis e Embalagens S.A. from 1994 to 1997. Worked at the Enron Corporation from 1998 to 2002 in the investment and valuation area. From June 2003 to 2004, was finance & project economic advisory VP at Tractebel S.A. Chile. From 2004 to 2015, worked at ENGIE Peru as Chief Financial Officer. Currently Infrastructure Manager for the Americas, based at ENGIE North America.
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Paulo de Resende Salgado
Independent Member
Independent Member of ENGIE Brasil Energia’s Board of Directors. Formerly a vice-president at Citibank, Investment Superintendent at Banco Econômico de Investimentos S.A., Underwriting and Privatizations Officer at Banco Nacional S.A., where he was involved in the privatization projects for Light and Companhia Siderúrgica Nacional (CSN). Also served as Officer of Nacional Energética S.A. and of IVEN S.A, and as Chief Financial Officer of Nacional Energética S.A.; as an Economics Consultant of Agenda Corretora de Câmbio e Valores Mobiliários Ltda.; and as a member of the Company’s Fiscal Council. Has a degree in Economics from Universidade Cândido Mendes in Rio de Janeiro, a Financial Executive graduate degree from Fundação Getúlio Vargas (FGV), a Managerial Development and capital Markets Program MBA from FGV-AID-USA.
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Antonio Alberto Gouvêa Vieira
Independent Alternate Member
Alternate member of ENGIE Brasil Energia’s Board of Directors. A partner at Gouvêa Vieira Advocacia, currently a member of the executive management team of Pubas S.A. and a member of the Board of Directors of Leroy Merlin Cia. Brasileira de Bricolagem, since 1996; of Boa Esperança S.A. and of Sociedade Francesa e Brasileira de Ensino – Lycée Molière. Former member of the Board of Directors of Companhia Vidraria Santa Marina (Saint Gobain), from 1992 to 2003; Alcatel Telecomunicações S.A., from 1990 to 2002; Eternit S.A., from 1996 to 2000; Telesp Celular Participações S.A., from 1998 to 2001; and Acesita S.A. (ArcelorMittal Inox Brasil), from 1999 to 2008, of the Fiscal Council of Companhia de Bebidas das Américas (Ambev), from 2000 to 2001. Chairman of the Consultative Council of Banco Calyon Brasil S.A., from 2000 to 2007. Has a Law degree from Pontifícia Universidade Católica (PUC) do Rio de Janeiro and is a graduate Business Administration degree from the same university.
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Manoel Eduardo Lima Lopes
Independent Member – minority shareholders representative
Member of the Board of Directors and Audit Committee of ENGIE Brasil Energia, currently an officer at Banco Clássico S.A. and an alternate member of the Board of Directors of Companhia do Gás do Rio de Janeiro. Former Auditor-General and Accounting and Controllership Superintendent of Banco do Estado do Rio de Janeiro S.A. (BANERJ), a consultant for and officer at Banco Clássico S.A., and Controllership Manager of IRB – Brasil Resseguros S.A., having also served on the Fiscal Council of ENGIE Brasil Energia. He holds a degree in Accounting and Law from Universidade do Estado do Rio de Janeiro.
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Raquel da Fonseca Cantarino
Independent Alternate Member
Alternate member of ENGIE Brasil Energia’s Board of Directors. From 1991 to 1997, act as an O&M Analyst from Federal de Seguros S.A. Currently, is an Open Market Operator at Banco Clássico S.A., performing financial transactions in the purchase and sale of securities, fixed income, stock exchange and investment funds, monitoring the main financial assets and capital market indicators and controlling the amount available in the bank reserve. She holds a Law degree from Universidade Estácio de Sá and a Business Administration degree from Faculdades Integradas Bennett, and postgraduated in Financial Management from FGV.
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Adir Flávio Sviderskei
Member – representative of the employees
Board member elect by the employees to represent them in the Board of Directors of ENGIE Brasil Energia. Has been with the ENGIE Group for over 20 years, in Operations team supervision and management, in Power Plant transition, installation, modernization and commissioning projects. Member of the local Human PerformanceProgram committee. In the 1990s, was President of the Fundação Atlético Social – FASE. Since 2019 Chair of the Fiscal Council of ACABEVI – Associação Cultural de Alto Bela Vista SC. Currently serves as an effective member of the Board of Deliberations of PREVIG Sociedade de Previdência Complementar, an entity formed by ENGIE Brasil Energia S.A. Holds certifications in Power Plant Operations (CEFA-Florianópolis) and Electronics (Monitor-SP), and a bachelor’s degree in Administration from Faculdade Anglicana.
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Rubens José Nascimento
Alternate Member
Alternate member of ENGIE Brasil Energia’s Board of Directors, elected by the employees. His career began in 1987 at Eletrosul, as Power Plant Maintenance Engineer. In 1998, with the
migration to Gerasul, he became a member of the Operation and Maintenance Department’s staff. In 2000, took over coordination of Systems Maintenance actions, with engagements nationwide. In 2011, became Manager of the Systems Maintenance Area at Tractebel Energia. Formerly an effective member of the Board of Deliberations of Previg – Sociedade de Previdência Complementar, an entity sponsored by Engie Brasil Energia.
Currently Manager of the Systems Assets Maintenance Engineering at Engie Brasil Energia. Holds a bachelor’s degree in Electrical Engineering from Universidade Federal de Santa Catarina (UFSC), an MBA in Business Management from Fundação Getúlio Vargas (FGV) and a Post-Graduate Degree in Quality Management and Productivity from
Universidade do Sul de Santa Catarina (UNISUL).
Executive Board of ENGIE Brasil Energia
The Executive Board is responsible for the Company’s general management and representation. It is made up of eight members, elected on the basis of professional competence by the Board of Directors. Members’ mandates run for a period of three years, reelection being permitted. The current Executive Board took office in May 2022 and its mandate expires in May 2025.
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Eduardo Antonio Gori Sattamini
Chief Executive Officer
Eduardo Sattamini graduated in Economics from Pontifícia Universidade Católica, Rio de Janeiro, where he also concluded a master’s degree in Business Administration with specialization in Finances. He obtained a master’s in management from the University of London where he completed the London Business School’s Sloan Fellowship Master Program.
He worked in the naval sector, holding various managerial functions in shipping, shipbuilding, and maritime support industries, among them Managing Director of Metalnave S.A. and Chief Financial Officer of Indústrias Verolme-Ishibras S.A.
He joined ENGIE in 2000, where he worked in the areas of management, business development and finance. He held the positions of Chief Financial Officer of Energia Sustentável do Brasil, Director for LATAM at Tractebel Gás Engineering GmbH, Director for Oil and Gas of Leme Engenharia Ltda, Senior Manager for Business Development of GDF Suez International, among others. On December 21, 2009, he was elected Investor Relations Officer of ENGIE Brasil Energia. He is statutory director on the Board of Directors of Itá Energética S.A., Transportadora Aliança de Gás -S.A. – TAG, and Usina Hidrelétrica de Jirau.
He has held the position of Chief Executive Officer of ENGIE Brasil Energia S.A since July 2016. In the ENGIE Group, he is also Chief Operating Officer (COO) of the Renewables for South America business unit as well as Managing Director for Brazil of the Renewables and Thermal&Supply business units.
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Eduardo Takamori Guiyotoku
Chief Financial and Investor Relations Officer
Chief Financial Officer of ENGIE Brasil Energia since June 2023, and Investors Relations Officer since September 2023, Takamori is an Electrical Engineer, a graduate of the Universidade Federal de Santa Catarina (UFSC), part of his graduate course having been completed at the Institut National Polytechnique de Toulouse, France. He also has a Specialization in Energy Systems from UFSC and an MBA in Corporate Management from FGV. Takamori has worked at ENGIE since 2001, holding positions in the areas of Operation Processes, Commercial Planning and Regulation, and Energy Market. Between 2013 and 2017, he worked at the Company’s Holding Operation in the area of Acquisitions, Mergers and Consultancy. He returned in 2018 to ENGIE Brasil Energia as Manager for Regulatory and Market Affairs, where he represented the Company on the boards of various sector associations such as ABRACEEL, ABEEOLICA, ABRAGE and ABRATE.
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Marcos Keller Amboni
Chief Regulation and Market Officer
Chief Regulation and Market Officer of ENGIE Brasil Energia (EBE) since October, 2019. He began his career in the National Electric System Operator (ONS), having assumed in 2005 his first challenge at EBE in the area of Commercial Planning. In 2011, he took over the Regulation and Market area, a function he held up to 2017. Manager of Trading at EBE since 2018. Electrical Engineer, with a graduate and Master qualification from Universidade Federal de Santa Catarina (UFSC), hold MBAs in Business Management from Fundação Getúlio Vargas (FGV) and FDC.
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Guilherme Slovinski Ferrari
Chief New Businesses Officer
Chief New Businesses Officer since August, 2019, he joined the Company in 2007, as Business Development Consultant reaching the position of New Businesses Development Manager at EBE. During his career and prior to joining EBE, he worked in various areas, holding the position of Financial Manager and in a consultancy role for the ceramics segment. He holds a graduate in Mechanical Engineering from Universidade Federal de Santa Catarina (“UFSC”) and in Business Administration from Escola Superior de Administração e Gerência (ESAG)/Universidade do Estado de Santa Catarina (Udesc), an MBA in Finance from the Instituto Brasileiro de Mercado de Capitais (“Ibmec”) and an Executive MBA from Fundação Dom Cabral (“FDC”).
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José Luiz Jansson Laydner
Chief Operation Officer
Chief Operation Officer of ENGIE Brasil Energia. He began his professional activities at Eletrosul in 1984, company that in 1998 gave rise to Gerasul, today ENGIE Brasil Energia, as head of the mechanical maintenance sector of Alegrete Thermoelectric Power Plant. In 1999, he became Manager of the Willian Arjona and the Jorge Lacerda A Thermoelectric Power Plants. In 2003, he was made Thermoelectric Generation Manager, until November 2008, when he was elected to the position of Commercialization and Business Officer and subsequently Energy Commercialization Officer. In November 2011, he has held the position of Projects Implementation and Development Officer and, in 2016, became Chief Generation Officer. He graduated in Mechanical Engineering from Universidade Federal de Santa Catarina (UFSC), MBA in Business Management from Fundação Dom Cabral (MG), Post-MBA from Kellogg School of Management in conjunction with Fundação Dom Cabral. He completed the General Management Program of the European Center for Continued Education (Cedep/Insead), in Fontainebleau, France.
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Luciana Moura Nabarrete
Chief People, Processes and Sustainability Officer
Chief People, Processes and Sustainability Officer at ENGIE Brasil Energia. Graduating in Data Processing from Universidade Presbiteriana Mackenzie (Mackenzie/SP), she has an MBA in Project Management from Fundação Getúlio Vargas (FGV) and an Executive MBA from Fundação Dom Cabral (FDC). She joined the Company in 2005 as IT Infrastructure coordinator and, in 2018 becoming Information Technology and Digitization manager, and has had a solid experience at ENGIE.
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Gabriel Mann dos Santos
Energy Commercialization Officer
Chief Commercialization Officer of ENGIE Brasil Energia since August 2018. He joined the Company, at that time still Gerasul, where he worked in the Business Development department, with the focus on new power generation projects including renewables sources. Later in 2009, managed the Energy Marketing and Sales department of ENGIE Brasil Energia, being responsible for energy sales and purchases, customer care and client relationship. He has a master’s degree in Mechanical Engineering (Thermal Sciences) from the Universidade Federal of Santa Catarina (UFSC) and has an MBA in Business Administration from Fundação Dom Cabral in association with Kellog School of Management, USA. He holds a Degree in Mechanical Engineering from UFSC and in Business Administration from the Universidade do Estado de Santa Catarina (Udesc).
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Márcio Daian Neves
Chief Implementation Officer
Chief Implementation Officer of ENGIE Brasil Energia since January, 2021. He began his career in the Company in 2000 responsible for the coordination of the thermoelectric power plants. He led the structuring of the processes of administration and operation of the first biomass and wind plants and managed the installation of all the wind farms in operation. He has being currently managing the installation of the Gralha Azul transmission project. He holds a degree in Electrical Engineering from the Universidade Federal de Santa Catarina with 20 years of experience in the electric energy segment. He has MBAs in Business Administration and Project Management, an Executive MBA from the Fundação Dom Cabral as well as concluded a SENAC specialization course in Administration of Human Resources.
Audit Committee of ENGIE Brasil Energia
Installed on a permanent basis, the Audit Committee is responsible for advising the Board of Directors and among its functions are: to opine on the hiring and dismissal of the independent auditor’s services, to evaluate the financial statements, to accompany the activities of the internal audit and the Company’s internal controls area, to evaluate and monitor the Company’s risk exposures and, to evaluate, monitor and recommend to the Company’s management the correction or improvement of the Company’s internal policies. The Audit Committee shall be composed of, at least, 3 (three) members, all appointed by the Board of Directors, at least 1 (one) of them being an independent Director of the Board and 1 (one) of them with recognized experience in corporate accounting matters. The current Audit Committee took office on May 2022 for a term of 2 (two) years.
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Paulo de Resende Salgado
Audit Committee Coordinator
Independent Member of ENGIE Brasil Energia’s Board of Directors. Formerly a vice-president at Citibank, Investment Superintendent at Banco Econômico de Investimentos S.A., Underwriting and Privatizations Officer at Banco Nacional S.A., where he was involved in the privatization projects for Light and Companhia Siderúrgica Nacional (CSN). Also served as Officer of Nacional Energética S.A. and of IVEN S.A, and as Chief Financial Officer of Nacional Energética S.A.; as an Economics Consultant of Agenda Corretora de Câmbio e Valores Mobiliários Ltda.; and as a member of the Company’s Fiscal Council. Has a degree in Economics from Universidade Cândido Mendes in Rio de Janeiro, a Financial Executive graduate degree from Fundação Getúlio Vargas (FGV), a Managerial Development and capital Markets Program MBA from FGV-AID-USA.
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Carla Carvalho de Carvalho
Member
Member of the Audit Committee of ENGIE Brasil Energia. Formerly an advisor in the Financial Market, Capital Markets and Corporate Finance areas of Banco Nacional S.A.; advisor to the Controller of Banco Boa Vista; legal advisor for Serra da Mesa Energia S.A. and Legal Superintendent of GDF Suez Energy Brasil Ltda., as well as a member of the Environmental Committee of the French-Brazilian Chamber, having also served on the Fiscal Council of ENGIE Brasil Energia. Attorney with a Law degree from Universidade Federal Fluminense – UFF, a Graduate degree in Tax Law from Universidade Estácio de Sá, an Executive MBA from COPPEAD-UFRJ and a Graduate degree in Civil Law from Escola Superior de Advocacia (OAB/RJ).
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Manoel Eduardo Lima Lopes
Member
Member of the Audit Committee of ENGIE Brasil Energia, currently an officer at Banco Clássico S.A. and an alternate member of the Board of Directors of Companhia do Gás do Rio de Janeiro. Former Auditor-General and Accounting and Controllership Superintendent of Banco do Estado do Rio de Janeiro S.A. (BANERJ), a consultant for and officer at Banco Clássico S.A., and Controllership Manager of IRB – Brasil Resseguros S.A., having also served on the Fiscal Council of ENGIE Brasil Energia. He holds a degree in Accounting and Law from Universidade do Estado do Rio de Janeiro.
Fiscal Council of ENGIE Brasil Energia
The Fiscal Council is a non-permanent organ installed at the request of the shareholders, with the attributions provided for in the law, with emphasis on supervising the administration acts and verify compliance of their legal and statutory duties. The Fiscal Council is totally independent of the Company’s management, as well as any external auditing company that may eventually be contracted by, composed of 3 (three) members and equal number of alternates, one of whom must be appointed by the minority shareholders. The current Fiscal Council took office on April 26, 2023 and its mandate ends in April 2024.
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Carlos Guerreiro Pinto
Member
Member of the Fiscal Council of ENGIE Brasil Energia, besides being Visiting Consultant at the Fundação Getulio Vargas, providing management advisory services to the State Environmental Agency (INEA) and Rio de Janeiro State Secretariat for the Environment (SEA). He was responsible for structuring the Open Market area of Banco Nacional, also holding the position of Director – Business Risk Area. Additionally, he was President of Sinal Corretora de Valores. He also worked as an Audit Director for the National Supplementary Health Agency (ANS), the private health insurance regulator, from March 2010 to November 2011, responsible for operators placed under the special audit regime. Graduated in Business Administration from Sociedade Unificada de Ensino Superior Augusto Motta (SUAM), postgraduate degree in Business Administration from the Instituto de Pós-Graduação e Pesquisa em Administração of Universidade Federal de Rio de Janeiro (COPPEAD), having also concluded his Financial Management course at the Citibank N.A. Training Center. He was certified as a Business Development Partner by Fundação Dom Cabral.
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Vespasiano Pinto Salerno
Alternate Member
An alternate fiscal councilor on ENGIE Brasil Energia’s Fiscal Council. He has a degree in Accounting Sciences from Universidade Gama Filho, with a Post-graduate qualification in Trade Finance from the Fundação de Comércio Exterior. As a result of various professional extension courses at Ibmec, FGV, ESAD, FEBRABAN and KPMG (BNSA Training Center), he specialized in financial, operational and accounting evaluation, Analysis and Auditing of Credit Risks and valuation of companies.
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Waltamir Barreiros
Member
Member of the Fiscal Council of ENGIE Brasil Energia. Chairman of the Fiscal Council of Energia Sustentável do Brasil (ESBR) since May 2008, member of the Tax and Legislative Affairs Chamber at Federação das Indústrias do Estado de Santa Catarina (FIESC), member and Financial Director of the Academia Catarinense de Ciências Contábeis. Formerly employed at Eletrosul – company that in 1998 gave rise to Gerasul, today ENGIE Brasil Energia – from March 1975 to December 1997, holding various positions in the accounting/tax area and serving as Accounting Department Manager. Formerly Accounting Department Manager at ENGIE Brasil Energia S.A. from December 1997 to May 2005, and Tax Governance Department Manager from May 2005 to April 2014. Former professor of the Accounting Sciences Department at Universidade Federal de Santa Catarina (UFSC), 20 weekly hours regime, from August 1985 to February 2015. Former full member of the Administrative Tax Appeals Board (CARF), from September 2015 to August 2016. Former full member of the Fiscal Council of Fundação Eletrosul de Previdência e Assistência Social (ELOS), of the Centro de Pesquisas de Energia Elétrica (CEPEL), and of the Brazilian Energy Concessionaires Association (ABCE). He has a degree in Accounting and a post-graduate degree in Auditing from Universidade Federal de Santa Catarina (UFSC).
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Manoel Eduardo Bouzan de Almeida
Alternate Member
Alternate member of the Fiscal Council of ENGIE Brasil Energia. He worked in the industrial sector from 1969 to June 1995 in various administrative functions, reaching the position of administration and accounting manager. In the second half of 1995, he was hired as accountant for the Serra da Mesa project by Serra Mesa S.A., occupying this position until June 1998, when he was transferred to the ENGIE Group, as the holding company’s accountant, remaining in this position until 2011. He holds a Bachelor’s degree in Accounting Sciences, having graduated in 1978 from the Faculdades Integradas Simonsen, Rio de Janeiro.
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Anderson Paiva Martins
Member - Minority shareholders representative
Effective member of the Fiscal Council of ENGIE Brasil Energia, representing the minority shareholder. He holds a Bachelor of Accounting Degree, graduated in 2016 from Faculdade Presbiteriana Mackenzie Rio, and a Bachelor of Business Administration Degree, graduated in 2013 from Centro Universitário da Cidade. Formerly an employee at Mega Models from 1999 to 2008, where he was Financial Planning Coordinator. An employee of Agency Model from 2008 to 2015, where he was Financial Assistant. Has since 2015 been an Accountant at Banco Clássico S.A.
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Jorge Miguel de Bessa Menezes
Alternate Member - Minority shareholders representative
Alternate member of the Fiscal Council of ENGIE Brasil Energia, representing the minority shareholder. He has a degree in Accounting Sciences, with an MBA (master’s in business administration), in the area of Financial Control and
Finance and Systems Analysis (PUCRJ). Studied English at ILAC International in Toronto (Canada). Worked at Retiro Baixo Energética S.A. (Cemig/Furnas) as
Chief Executive Officer and at Walter Heuer Auditores Independentes he held the management position in the audit area. Currently he is internal auditor at
Banco Clássico S.A.
Strategic Commitee of ENGIE Brasil Energia
The Strategic Committee is a consulting, non-statutory and permanently installed body for the management, providing advice and opinions to the Board of Directors and the Executive Officers in specific matters such as the selection and monitoring of expansion projects involving the generating complex and the analysis of tendencies in the electric sector, among other aspects relative to Company strategy.
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Eduardo Antonio Gori Sattamini
Strategic Committee Coordinator
Chief Executive Officer of ENGIE Brasil Energia since July, 2016. He worked as Chief Financial and Investors Relations Officer of the Company from 2010 to 2016, accumulating the position of Chief Financial Officer of ENGIE Brasil until January 2017. He worked in the Business Development area of GDF SUEZ Energy Brasil, since June, 2002. He held the positions of Chief Financial Officer at Energia Sustentável do Brasil (ESBR), Officer at Tractebel Gás Engineering GmbH and Oil and Gas Officer at Leme Engenharia Ltda, Superintendent Director of Metalnave S.A. and Chief Financial Officer of Indústrias Verolme-Ishibras S.A. Economist graduated from PUC-RJ where he has also studied for his MBA in Finance. He holds a Master in Management from University of London (LBS) where he took the Sloan Fellowship Master Programme of London Business School.
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Maurício Stolle Bähr
Member
Currently CEO of ENGIE group in Brasil, Chairman of the Board of Directors of ENGIE Brasil Energia and Chairman of the Board of Directors of Energia Sustentável do Brasil (ESBR), responsible for Jirau Hidroelectric Power Plant. Former Chief Financial Officer of Serra da Mesa Energia S.A. and Nacional Energética S.A. Bachelor of Mechanical Engineering from Universidade Gama Filho (RJ) and of Systems Analysis from Pontifícia Universidade Católica (RJ), besides MBA in Business Administration from COPPEAD, business school of Universidade Federal do Rio de Janeiro (UFRJ), and in Corporate Finance from Berkeley University (EUA).
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Paulo Jorge Tavares Almirante
Member
Currently CEO of the Generation Business Unit in Europe and Vice Chairman of the Executive Committee, both at ENGIE. Was also a member of the Portuguese consultative energy regulation committee and is the vice-president of the Portuguese electric energy association. Has more than 25 years’ experience in the electric energy and gas industries. From 2004 to 2013, was an International Power PLC officer for the Iberian region, with responsibility for the executive management of business in Portugal and Spain, and from 2013 to early 2016, was CEO of TrustEnergy, responsible for the executive management of ENGIE Europa’s business in Portugal, and CEO of Portgás, a concessionaire for the implementation of a natural gas network in 29 Portuguese municipalities. He has a degree in engineering and a master’s degree in mechanical engineering from Universidade Técnica de Lisboa, a diploma in managerial studies from Universidade Católica de Lisboa, and attended London Business School’s global leadership development program.
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Pierre Jean Bernard Guiollot
Member
Member of the Board of Directors of ENGIE Brasil Energia. Joined ENGIE in 2008, where until 2012 served as accounting manager at ENGIE S.A. In 2013, he became Chief Financial Officer of the international energy division of ENGIE S.A. and has since 2014 been a member of the Board of Directors of Glow Energy PCL. He holds an Utilities degree from Sciences Po Paris.
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Dirk Achiel Marc Beeuwsaert
Member
Member of the Board of Directors and the Strategic Committee of ENGIE Brasil Energia, ENGIE Executive Vice-President, in charge of the conglomerate’s Energy Europe division, member of ENGIE’s executive committee and administrative committee and CEO of Electrabel. Attended the CEDEP Management Program in Fontainebleau, France. Formerly the CEO of GDF SUEZ Energy International, CEO of GDF SUEZ Energy North America Inc., Officer of Glow Energy, a public-sector company with main offices in Thailand, Member and Chairman of the Board of Directors of International Power S.A., Officer of Tractebel Engineering, Officer of Gaselys (France) and Officer of Célizan (France). He is a Mechanical and Electrical Engineer from Ghent University (Belgium).
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Gustavo Henrique Labanca Novo
Member
Joined ENGIE in 1998. Since 2016, he holds the position of Business Development Officer of the Company, having resigned from this position on July 31, 2019, with effect from August 15, 2019. He is currently the CEO of TAG – Transportadora Associada de Gás. He is a member of ENGIE Brasil Energia’s Board of Directors, member of the Board of Directors of Energia Sustentável do Brasil (ESBR) – responsible for Jirau Hidroelectric Power Plant – and member of the Board of Directors of Usina Termelétrica Pampa Sul S.A. He worked at ENGIE Brasil as projects and business development manager, from 1998 to 2000; from 2000 to 2010, as a financial analyst, senior finance and AIFA (Acquisitions, Investment & Financial Advisory) manager; and from 2010 to 2015, he was VP for Development and Businesses. He was also a full member of the Deliberative Council of Previg Sociedade de Previdência Complementar, an entity constituted by ENGIE Brasil Energia. He graduated in electronic engineering from Universidade Gama Filho, post graduated in Projects and Business Evaluation from Fundação Getúlio Vargas (FGV) do Rio de Janeiro and Master in Business Administration from COPPEAD (UFRJ).
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Sophie Brigitte Sylviane Angrand Quarré de Verneuil
Member
Vice President of Human Resources for SouthAm Region and Head of Human Resources Brasil, since September 2023. She joined the ENGIE Group in 2008, as Head of HR Prospective and Stakes, before joining Jean-François Cirelli’s executive staff, until 2013. After contributing for five years to the transformation of the BtoC activities in France, notably as Director of Customer Services, she came back to the HR line in 2019, combining the responsibilities of HR Director and Director of Communication for the Business Unit France Networks. In January 2020, she joined ENGIE Solutions as Transformation Director, also in charge of strategy and communication. She has been Chief Human Resources, Communication & HS Officer for the GBU Networks since July 2021.
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Andre de Aquino Fontenelle Canguçú
Member
Business Administration degree from Fundação Getúlio Vargas. Attended the CEDEP Management Program in Fontainebleau, France. Worked for Igaras Papéis e Embalagens S.A. from 1994 to 1997. Worked at the Enron Corporation from 1998 to 2002 in the investment and valuation area. From June 2003 to 2004, was finance & project economic advisory VP at Tractebel S.A. Chile. From 2004 to 2015, worked at ENGIE Peru as Chief Financial Officer. Currently Infrastructure Manager for the Americas, based at ENGIE North America.
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Yuri Müller Ledra
Member
He joined the group in 2009, Yuri Ledra is responsible for ENGIE Group’s legal and ethical questions in Brazil. He worked for 4 years as a lawyer in relevant transactions of ENGIE in the Middle East, including the construction of the Mirfa (1600 MW) thermoelectric power plant in Abu Dhabi and SMN Power Holding’s IPO on the Muscat (Oman) securities market. Later, he was legal counsel for ENGIE Africa (based in Paris) and responsible for the success of ENGIE’s first Kahone and Kaél photovoltaic solar project in Senegal (60MW), financed by IFC, the European Development Bank and PROPARCO. He graduated in Law and Business Management and completed a specialization program in civil and corporate law at PUC-PR.
Committees and Forums
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Special Independent Committee for Transactions with Related Parties
Installed by the Board of Directors whenever the Company intends to negotiate any transaction with related parties. The Committee, made up from three to five members, is predominantly made up of representatives of the minority shareholders with seats on the Board of Directors and has the responsibility of analyzing and recommending the execution of transactions. By means of these measures, transactions with related parties becomes more transparent and secure.
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Human Performance Forum
Responsible for the analysis of issues involving safety and productivity of the employees and outsourced personnel as well as plant uptime and the reduction in operating costs and environmental impacts.
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Energy Forum
Deliberates on the strategy for energy sales and proposes actions for the management of client portfolio risk.
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Tax Governance Forum
Analyzes matters of a tax nature, proposing actions, which generate less exposure to associated risks as well as seeking to maximize tax break opportunities.
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Sustainability Forum
Contributes to consolidating sustainability as part of the Company’s organizational culture, proposing goals and actions for sustainable development. Stimulates initiatives and evaluates requests for support of actions benefiting communities in regions where ENGIE Brasil Energia has its operations.
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Processes Forum
Responsible for the selection and prioritizes key processes from processes office, ensuring alignment with the Company’s strategic objectives, creating value and optimizing the investigated processes.
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Dam Safety Forum
Responsible for the strategic management of issues related to dam safety, aiming at risk prevention and adoption of best practices, in accordance with the Company’s commitments.
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Products Forum
Responsible for contributing to the identification, development and validation of new products for the Company, as well as the improvement of existing products.
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Ethics Committee
Discloses, applies and monitors adherence to ethical benchmarks established by the Company, with a view to the prevention of ethical risk and the promotion of good practices.
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Financial Forum
Proposes and monitors the application of policies and the development of activities related to corporate finance, treasury, insurance and financial risk.
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Risk Management Forum
Identifies and classifies, according to probability and significance, the risks involved in the business. Responsible for promoting awareness as to corporate risks, establishing goals and guidelines and suggesting management improvements as well as procedures for controlling company risks.
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Innovation Forum
Stimulates ideas that add value to ENGIE Brasil Energia. Receives and evaluates proposals sent by members of staff and recommends to the Management Board the allocation of resources for the adoption of those ideas which are selected as actions for recognizing the authors. Strengthens the entrepreneurial culture in the Company, stimulating continual innovation of processes and business models.
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Forum for Safety in Industrial Control Systems
Proposes, implements and monitor policies and action plans to guarantee the safety of the Company’s industrial control systems.
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Insurance Forum
To advise and guide the Management Board in proposing and monitoring policies and activities related to insurance matters.
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Transmission Forum
Responsible for monitoring the development, implementation of new businesses in the scope of energy transmission and structuring of operational activities, approving the projects that will be taken to the deliberative committees of the Company and the ENGIE Group, defining development budgets, main suppliers and partners, among others issues related to the transmission segment.