Administration

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.

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.

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.

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.

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.

Committees and Forums

  • 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.

  • 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.

  • Energy Forum

    Deliberates on the strategy for energy sales and proposes actions for the management of client portfolio risk.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • 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.

  • Financial Forum

    Proposes and monitors the application of policies and the development of activities related to corporate finance, treasury, insurance and financial risk.

  • 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.

  • 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.

  • 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.

  • Insurance Forum

    To advise and guide the Management Board in proposing and monitoring policies and activities related to insurance matters.

  • 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.

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