REGISTER
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TAEE11 -0.83% (32.33)
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IBOV 2.23% (115,202.00)
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IEEX -0.38% (75,494.00)
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IBXX 2.49% (49,543.00)
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IGCX 2.22% (19,053.00)
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EIGPM1 -1.94% (2.53)
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EIPCA1 -81.50% (0.25)
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Investor Relations

TAESA’s Governance Structure
Number of members
TotalAppointed by
CEMIG
Appointed by
ISA Brasil
Independent
Board of Directors¹13544
Fiscal Council²5212
Strategy, Governance and Human Resources Committee6231
Financial Commitee6321
Auditing Committee6222
Implementation and New Business Committee6330
¹ It does not have alternate board members
² 5 (five) sitting members and 5 (five) alternate members

Pursuant to TAESA’s Bylaws terms, the Board of Directors shall be comprised of 13 (thirteen) sitting members (full), Brazil residents or residents of other countries, elected by the General Meeting, with a unified term of office of 1 (one) year, with reelection permitted. Pursuant to the Agreement for the Adoption of Differentiated Corporate Governance Practices – Level 2, (i) The Chairman of the Board of Directors shall be chosen from among the elected members, and there shall be no accumulation of the positions of Chairman of the Board of Directors and Chief Executive Officer of the Company, (ii) the Company’s Board of Directors shall have at least 20% of independent board members, who must be identified as such in the minutes of the General Meeting that elect them, and (iii) the decisions of the Board of Directors shall be made by affirmative vote of the absolute majority of the present members, except for decisions relating to matters set forth in the Company’s Bylaws, which requires at least 9 (nine) Board members’ approval for its respective implementation.

TAESA’s Board of Directors is responsible for the general guidance of its business. Among other duties, it is responsible for electing and removing the members of its Executive Board, in addition to overseeing the performance of their duties. It is also incumbent upon the Board of Directors to decide on the participation in public bids promoted by ANEEL or by any representative of the Concession Grantor with the authority to do so.

Click here to access the Board of Directors Internal Regulations (Information available in Portuguese only).

Currently, TAESA’s Board of Directors is composed of the following:

  NamePositionElected onEnd of Term at
Mr. Reynaldo Passanezi Filho has a degree in economics from FEA-USP in 1986, is a lawyer from PUC-SP in 1989, with a Master’s Degree in Economics from IE UNICAMP in 1992, and a PhD in Economics from FEA-USP in 1999. He served as CFO and Investor Relations Officer at Companhia de Transmissão Elétrica Paulista (CTEEP) from July 2012 to November 2013 and as the Company’s President from November 2013 to July 2019. He is the CEO of Cemig since January 2020. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Daniel Faria Costa holds a Bachelor’s degree in Legal Sciences from the Federal University of Uberlândia, in 1987, with specialization degree in Financial Administration and Business Management from Dom Cabral Foundation (respectively in 1994 and 2000). Employee of Banco do Brasil since 1979, having worked in several Superintendence areas in different states and countries.  The last position held was as the New Business Officer at Companhia Energética de Minas Gerais (CEMIG), until March 2020. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Paulo Mota Henriques is graduated in Electrical Engineering from the Federal University of Juiz de Fora. Specialist in Control and Automation Engineering from the Federal University of Minas Gerais. MBA in Corporate Management – Fundação Getúlio Vargas (FGV). MBA in Finance from IBMEC. He developed a technical, managerial and executive career at Cemig Holding and Cemig Geração e Transmissão S.A., with 31 years of experience. He was the CEO of TAESA (2009-2011), managing the Company’s take over process (transition from TERNA to TAESA), restructured business/processes and implement his new management plan and model.  He was a member of the Governing Board of ABRATE, member of the Transmission Committee of ABDIB, member of the Board of Directors of ONS and member of the Board of Directors of Transmission Companies.  He worked in several projects and activity areas in the electric sector, particularly in the energy transmission business segment. He currently holds the position of Generation and Transmission Officer at CEMIG. Post-Graduation Professor of the Electric Energy Transmission Course at PUC Minas. ABRATE (Brazilian Association of Electrical Energy Transmission Companies) Officer. In the last five years, Mr. Paulo Mota Henriques was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. José João Abdalla Filho is a banker, Chief Executive Officer and controlling shareholder of Banco Clássico S.A.; Alternate Member of the Board of Directors of the natural gas distribution company of Rio de Janeiro (CEG); Alternate Member of the Board of Directors of Engie Brasil Energia S.A.; Chief Executive Officer of Dinâmica Energia S.A.; Chief Executive Officer of Social S.A. Mineração e Intercâmbio Comercial e Industrial. Member of the Board of Directors of Companhia Energética de Minas Gerais, Cemig Distribuição S.A., and Cemig Geração e Transmissão S.A. In the last five years, Mr. José João Abdalla Filho was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Bernardo Vargas Gibsone is economist, graduated in 1982 at University of Los Andes in 1985 and a candidate of an MBA with emphasis on finance and international business economics, and has attended doctoral programs in macro and microeconomics at Columbia Business School in New York – from 1986 to 1988. He has been CEO of Interconexion Electrica S.A.E.S.P., the holding company, since 2015. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. César Augusto Ramírez Rojas graduated in Electrical Engineering from Universidade Nacional da Colômbia (1979). He hods the position of Vice-President of Energy Transportation at ISA Colombia since 2014. He held the positions of Chief Executive Officer and Chief Financial and Investor Relations Officer of Companhia de Transmissão de Energia Eletrica Paulista (CTEEP) from July to December 2019. He is a member in the following Boards of Directors: INTERCOLOMBIA y TRANSELCA, CTEEP and ISA Capital de Brasil, TAESA, INTERCHILE, REP, CTM – Consorcio Transmantaro and ISA Perú. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Fernando Augusto Rojas Pinto is an electrical engineer graduated from “Universidad Nacional de Colombia” (1978), an expert in Finance from “Universidad EAFIT”, and holds a Master’s degree in Electrical Power Systems from “University of Manchester” (1983). He joined ISA as an Dispatch Engineer in 1979 at the Control Center of Interconnected System and served as Head of Programming and Operation Analysis, Transmission Market Director, Connection Manager, Energy Transportation Service Manager and Manager of the South American Region. He is currently the President of Isa Capital do Brasil S/A, established for the acquisition and equity control of Companhia de Transmissão de Energia Elétrica Paulista – CTEEP, President of ISA Investimentos, holding company and owner of TAESA shares, Member of the Board of Directors of ISA CTEEP, of the company Internexa Participações S.A. and TAESA. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Fernando Bunker Gentil holds a graduate degree in Business Administration from the University of Southern California (1972), and holds an MBA from the University of Southern California (1974). He is a Partner and Executive Officer of G5 EVERCORE PRIVATE EQUITY (since 2012). Mr. Fernando is a member of the Investment Committee, reviews and approves investment proposals by leading the funding processes carried out with financial institutions in Brazil and abroad. In the period from 2006 to 2012, as an Executive Officer at DARBY PRIVATE EQUITY, he was responsible for the company’s activities in Brazil. He is a member of the Brazilian Advisory Board of The Nature Conservancy. From 2011 to 2014, he served as a member of the Latin America Council of Georgetown University. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Luis Augusto Barcelos Barbosa holds an engineering degree from Escola Politécnica – USP, with a postgraduate degree in Business Administration from Fundação Getúlio Vargas – SP and specialization courses at the Babson College – Massachusetts and at IMD – Lausanne. He was CEO of Assa Abloy – South America from 2012 to 2018. He built his career since 1984 in the commercial, marketing, production and strategic planning areas, leading operations in Brazil and South America in companies such as Rhodia, Alcoa, Sasazaki and Assa Abloy. He is the CEO of the Eternit group since 2017 and member of the Board of Directors of CSC – Companhia Sul-Americana de Cerâmica. In the last five years, Mr. Luís Augusto Barcelos Barbosa was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity. Mr. Carlos is considered an independent member based on the independence criteria defined by the Level 2 Regulation of B3 S.A. – Brasil, Bolsa, Balcão.
Mr. François Moreau, holds a degree in Business Administration and holds graduate degrees in Advanced Management (City of London Polytechnic) and Strategy (Stanford University), and an MBA by PDG/SDE. LL.M. in Corporate Law and in Capital Markets (IBMEC Rio de Janeiro).  Since 2003, he is the Executive Officer of Estratégia & Valor, a consulting firm engaged in investment and development of energy and infrastructure business. He worked in the British Gas – BG Group from 1997 to 2002, responding for the development of new business and corporate affairs. He has led the negotiations with the Government of the State of São Paulo in the privatization of gas distribution, when the BG Group acquired the control of Comgas. He was an Executive Officer of Comgas during the period from the post-privatization takeover phase until the resumption of normal operations. In 2001, Mr. Moreau structured the 1st private business engaged in the supply of natural gas with free access, following the arbitration by the National Petroleum Agency (ANP). He worked in the Shell group from 1980 to 1997, initially holding positions in corporate departments, marketing, and metals (Billiton). He has served as a member of the Boards of Directors of Eternit (2017), TPI – Triunfo Participações e Investimentos (2015 to 2017), and HRT (2013). Since 2008, he serves as a member of the Audit Committee of Duke Energy, Geração Paranapanema (currently Rio Paranapanema Energia – GTG Group). The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity. Mr. François Moreau is considered an independent member based on the independence criteria defined by the Level 2 Regulation of B3 S.A. – Brasil, Bolsa, Balcão.
Mr. Celso Maia de Barros has a degree in business administration from the Universidad Autónoma de Centroamérica (Fidelitas) of San José, Costa Rica, holding a master’s degree from the University of Tulane, A.B. Freeman School of Business, in New Orleans, USA. Holds the position of Managing Partner of Urca Capital Partners, Boutique de Investimentos Bancários Independente since 2013, being responsible for the institution and implementation of M&A and financing transactions. Currently, he performs mandates in the manufacturing, real estate, agribusiness and various educational service industries. He is the founder of Vergent Partners, Boutique de Investimentos Bancários Independente, where he worked as Managing Partner from 2001 to 2012. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity. Mr. Celso Maia de Barros is considered an independent member based on the independence criteria defined by the Level 2 Regulation of B3 S.A. – Brasil, Bolsa, Balcão.
Mr. Hermes Jorge Chipp majored in Electrical Engineer at the Federal University of Rio de Janeiro (UFRJ), having held officer positions at the National Electric System Operator (ONS) from October 1998 up to May 2016, where he worked as a Planning and Programming Executive Officer until December 2005, and afterwards, as a Managing Director, up to May 2016. Since September 2016, he has worked as a researcher and consultant at the Institute of Economics of UFRJ, where he performs activities in the Group of Electrical Studies-GESEL. Currently, he is a member of the Board of Directors in the following companies: Santo Antonio Energia, Taesa, Echoenergia (Actis Group) and Brasil Bio Fuels. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity. Mr. Hermes is considered an independent member based on the independence criteria defined by the Level 2 Regulation of B3 S.A. – Brasil, Bolsa, Balcão.

TAESA’s Bylaws sets that the Executive Board should be comprised of 6 (six) officers: 1 (one) Chief Executive Officer, 1 (one) Chief Financial and Investor Relations Officer, 1 (one) Technical Officer, 1 (one) Chief Legal and Regulatory Officer, 1 (one) Business and Holdings Management Officer, and 1 (one) Implementation Officer (vacant position), all elected by the Board of Directors for an unified 2-year (two) mandate, dismissible at any time, being allowed the accumulation of positions and a total or partial reelection of its members. Up to 1/3 (one-third) of the Board of Directors members may be elected for the position of an executive officer.

The executive officers are responsible for the day-to-day management of the business and for implementing the guidelines and policies adopted by the board of directors.

The Board of Executive Officers is currently composed of:

  NamePositionElected onEnd of Term at

Mr. Andre Augusto Telles Moreira has a degree in Electrical Engineering from Escola Federal de Engenharia de Itajubá (EFEI MG) and a postgraduate degree in Quality from Universidade Estadual de Campinas (IMECC). He holds an MBA from AmBev University (Brahma) and an MBA in Public and Private Business Management from Fundação Armando Alvares Penteado (FAAP). Throughout his professional career in the electric sector, developed in the Neoenergia Group’s companies, he served as Chief Operating Officer and Chief Commercial and Trading Officer of Elektro Eletricidade e Serviços S.A., as Chief Executive Officer of Coelba – Companhia de Eletricidade do Estado da Bahia from 2006 to 2017, and, in his last position, as Chief Distribution Officer at Neoenergia from 2018 to 2020. He also served as a Board member of distributors Coelba, Celpe, Elektro and Cosern; in addition to being a member of the Board of Directors of Iberdrola Distribuición Eléctrica (Spain), Avangrid Networks (USA), Afluente T S.A. and I- de Redes Eléctricas Inteligentes, S.A.

Mr. Erik da Costa Breyer has a Law degree from Universidade Federal Fluminense do Rio de Janeiro. He also has an MBA in Finance (Capital Markets) from Fundação Getúlio Vargas, an MBA in Business Management from Fundação Dom Cabral and a Master’s Degree in Business Strategy from Fundação Dom Cabral/PUC-MG. Erik started his professional career at Banco do Brasil S.A., where he held various positions from 1985 to 2000, until he took over the management of the equity and derivative funds of BB-Dtvm. Throughout his professional career, he was CFO and Investor Relations Officer of Itapebi Geração de Energia Elétrica S.A. from 2000 to 2002, CFO of Companhia de Eletricidade do Estado da Bahia – Coelba from 2002 to 2004, Chief Financial Officer of Neoenergia S.A. and its subsidiaries between 2004 and 2015. He also held the positions of Chief Financial and Administrative Officer and, subsequently, Chief Executive Officer of Invepar S.A. from 2015 to 2019. He was Statutory Officer of Banco do Brasil S.A., participating in the Capital Markets and Infrastructure Executive Board from 2019 to 2020, and, in his most recent experience in 2020, he held the position of CFO of BB Seguridade S.A., being responsible for the Corporate Management and Investor Relations. Moreover, he was full member of the Board of Directors of several companies, such as AES Tietê, Eletropaulo S.A., Cremer S.A., Energética, Corumbá III, Petrobahia, Guarulhos Airport, Companhia Hidrelétrica Teles Pires and Hidrelétrica Águas da Pedra and Alog Data Centers S.A., from 1999 to 2020.

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He has a degree in Electrical Engineering from the Pontifical Catholic University of Minas Gerais – PUC / MG in 1987. He holds an MBA in Project Management and People FGV. Throughout his professional career, initiated in CEMIG in 1978 (generation, transmission and distribution of electric energy), he performed several functions. Since 1988, he has held managerial positions, the last being (i) Transmission Operation and Maintenance Manager, from 1997 to 2008; and (ii) Manager of the Company’s Integration Project, in 2009. In the same year, he assumed the technical management of TAESA. In 2017 he was elected to temporarily accumulate the positions of Chief Executive Officer and Business Development Director of the company. He is currently director of other companies in the group and adviser to the Operador Nacional do Sistema Elétrico (ONS) and the Associação Brasileira das Empresas de Transmissão de Energia Elétrica.
He holds a degree in Economic Sciences from Faculdade Cândido Mendes, a Master’s in Business Economics from the same institution and an MBA in Corporate Finance from IBMEC, accumulating 30 years of professional experience in several industries in the financial area, such as financial planning, treasury, economic and financial valuation, project finance, M&A and capital market operations. Currently he is responsible for prospecting and assessing the Company’s new businesses, having already worked in several areas of the Company since 2007.
He holds a degree in Electrical Engineering from Pontifícia Universidade Católica de Minas Gerais – PUC/MG, an Executive MBA in Business Management from FGV, and has 44 years of professional experience working in several companies in the electricity sector. Currently he is responsible for coordinating the transition initiatives at Taesa after the acquisition of assets

In accordance with the Brazilian Corporations Act, the Fiscal Council is a corporate body independent of TAESA’s administration and its independent auditors. TAESA’s Bylaws provide for a permanent Fiscal Council. It must be composed of no less than 3 (three) and no more than 5 (five) sitting members, with the same number of alternate members.

The main responsibilities of the Fiscal Council are to oversee the activities of the administration, review the publicly-held company’s financial statements and report their findings to shareholders.

The Fiscal Council is currently composed of:

  NamePositionElected onEnd of Term at
Mr. Custodio Antonio de Mattos holds a Bachelor’s degree in Law from Universidade do Estado da Guanabara (UEG), a Master’s degree in Public Administration from Fundação Getúlio Vargas, a Master’s Degree in Social Sciences from the University of Birmingham, and post-graduate certification in Advanced Business Management from INSEAD. Currently, he serves as the Secretary of the State Government of Minas Gerais since April 2019. He served as a member of the Board of Directors of CESAMA from 1983 to 1988, member of the Board of Directors of PBH Assets Management in 2014, member of the Board of Directors of CEMIG in 2014, and member of the Audit Committee of BHTRANS from 2015 to 2016. In the last five years, Mr. Custodio Antonio de Mattos was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Ms. Júlia Figueiredo Goytacaz Sant’Anna is graduated in Social Communication from the University of Rio de Janeiro, post-graduated in Public Policies from IUPERJ, holds a MSc degree in Development Studies from ILAS- University of London, United Kingdom, and is Ph.D. in Political Science from IESP- UERJ. She worked in SEEDUC as: Planning Advisor in the period from 2011 to 2014, as Special Advisor in the period from 2015 to 2017 and Deputy Secretary of Infrastructure and Technology in the period from 2017 to 2018. She has been the State Secretary of Education of Minas Gerais since January 2019. In the last five years, Ms. Júlia Figueiredo Goytacaz Sant’Anna was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Manuel Domingues de Jesus e Pinho is an accountant graduated from the Faculdade de Ciências Contábeis e Administrativas Moraes Junior. Founder and CEO of Domingues e Pinho – Contadores, as well as founder and Member of Membro do GBRASIL – Grupo Brasil de Empresas de Contabilidade, and member of IGAL – International Grouping of Accountants and Lawyers. Since 2014, he has served as Chief Financial Officer of the American Chamber of Commerce for Brazil/Rio de Janeiro, and also served as Vice-President and Director of the Brazil-Germany Chamber of Commerce and Industry/Rio de Janeiro from 2006 to 2016. Between 2013 and 2015 he was the Vice-President of the Brazil-Israel Chamber of Commerce and Industry of Rio de Janeiro. Between 2010 and 2014, he was the Chairman of the Audit Committee and, from 2014 to 2016, he was a member of the Advisory Board. Mr. Manuel was also a member of the British Chamber of Commerce and Industry in Brazil/Rio de Janeiro. He holds the position of member of the Deliberative and Advisory Boards of SESCON-RJ and Secretary Director from 2007 to 2020. He is also a member of the Regional Accounting Council of the State of Rio de Janeiro from 2014 to 2021. He is the Chairman of CTEEP’s Audit Committee, with a mandate from 2006 to 2020, and also serves on the Deliberative Council of the Royal Portuguese Cabinet of Reading in Rio de Janeiro from 2011 to 2020. He has been the President of the Portuguese Chamber of Commerce and Industry of Rio de Janeiro from 2018 to 2020, and Chairman of the Audit Committee of Fundação Orquestra Sinfônica Brasileira (FOSB), with a mandate from 2019 to 2022. He is a member of the Audit Committee of Associação de Amigos do Jardim Botânico (AAJB) from 2018 to 2020. He is also a member of the Advisory Board of the Luiz de Camões Association from 2018 to 2020. He also held positions at AEBC/Escola Alemã Corcovado – Deutsche Schule, served as Chairman of the Audit Committee from 2005 to 2010, was the Director of Human Resources and, between 2010 and 2014, was a member of the Advisory Board. He was also a member of the Audit Committee of TBG between 2007 and 2012. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Marcello Joaquim Pacheco is a lawyer specializing in Corporate Law. He currently holds the position of Executive Director of Marpache Serviços Especializados em Administração (since 2009). He held the position of Treasurer Director of the subsection of the São Paulo State Bar Association (2013/2015), and also performed the following functions: Secretary of the Audit Committee of Anhanguera Educacional S.A. (2009), Secretary of the Audit Committee of M&G Poliéster S.A. (2007/2009), Partner of Bonora, Kunrath, Moussa, Pacheco, Advogados Associados – São Paulo, Legal Advisor of Mairiporã City Hall (2006/2008), Head of the Office of the Mairiporã City Hall (2005/2006), Technical Advisor to the Office – Mairiporã City Hall (2001/2004), Partner of Pacheco Ramos law firm – (1997-2000), Legal Advisor of FM – Cobranças e Serviços Ltda. (1997-1999), Intern of the Public Ministry of the State of São Paulo (1995), Tax Inspector of the Mairiporã Municipality (1996-1997), Monitor of the Public Law Department of the São Francisco University Law School (1993-1995). Mr. Marcello holds a position on the audit committee of the following institutions: Profarma Distribuidora de Produtos Farmacêuticos S/A, Eucatex S.A. Ind e Comércio, Tarpon Investimentos S.A., Tegma Logistica S.A., Rossi Residencial S.A., Triunfo Participações e Investimentos S.A., and in the board of directors of Companhia Energética de Brasília-CEB. He also served as Audit Committee Member of Companhia Energética de Brasília – CEB, Alternate Audit Committee Member at Grendene (2015/2016), Alternate Audit Committee Member at Tegma Logistica S.A. (2015/2017), Alternate Audit Committee Member of Têxtil Renauxview S.A. (2014/2015), Audit Committee Member of HRT Participação de Petróleo S.A. (2013/2014) and Audit Committee Member of Duke Energy, Geração Paranapanema S.A. (2009/2013). He is an associate member of IBGC (Instituto Brasileiro de Governança Corporativa), Treasurer of the subsection of São Paulo State Bar Association (OAB), Legal and Tax Advisor for Arautos do Evangelho – Associação Internacional de Direito Pontifício (Tax/Fiscal and Environmental). In the last five years, Mr. Marcello Joaquim Pacheco was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Murici dos Santos is a lawyer and is also graduated in History from Universidade Guarulhos (2002). Currently, he provides Corporate Governance Advisory services, providing consulting and corporate advisory services in corporate and corporate governance areas, especially in the Audit Committee positions as full member and alternate member of renowned Companies in the market. In recent periods, Mr. Murici has held and holds the following positions in Collegiate Bodies: Audit Committee Alternate Member of Drogasil S/A (2006/2008), Audit Committee Alternate Member of M&G Poléster S.A. (2006/2011), Audit Committee Sitting Member of Tafibrás Participações S.A. (2007/2008), Audit Committee Alternate Member of Bicicletas Monark S.A. (2008/2011), Audit Committee Alternate Member of AES Tietê S.A. (2008/2009), Audit Committee member of Banco Nossa Caixa S.A. (2008/2009), Audit Committee Sitting Member of Medial Saúde S.A. (2008/2009), Audit Committee Alternate Member of Santos Brasil S.A (2008/2009), Audit Committee Alternate Member of AES Tietê S.A (2009/2010), Audit Committee Sitting Member of Companhia Paranaense de Energia – Copel (2010/2011), Audit Committee Alternate Member of Pettenati S.A. Indústria Têxtil (2011/2012), Audit Committee Sitting Member of Anhembi Morumbi (2012/2013), Audit Committee Alternate Member of Cristal Pigmentos do Brasil S.A (2013/2014), Audit Committee Alternate Member of HRT Participações em Petróleo S.A. (2013/2014), Audit Committee Alternate Member of Guararapes Confecções S.A. (2014/2017), Audit Committee Alternate Member of Triunfo Participações e Investimentos S.A. (2014/current), Rio Paranapanema S.A. (2014/current), Rossi Residencial S.A. (2015/current), Tarpon Investimentos S.A. (2016/current), Profarma Distribuidora de Produtos Farmacêuticos S.A. (2017/current) and Audit Committee Sitting Member of Valid Soluções e Serviços de Segurança em Meios de Pagamento e Identificação S.A (2015/current), Companhia Distribuidora de Gás do Rio de Janeiro – CEG (2017/current) and Eucatex S.A Industria e Comércio (2017/current). He was the Chairman of the Prerogatives and Rights Commission of the São Paulo State Bar Association (Mairiporã subsection) (2014/2015) and has been acting as Coordinator of the Escola Superior de Advocacia – ESA –since May 2016, Mairiporã subsection. In the last five years, Mr. Murici dos Santos was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Eduardo José de Souza holds a degree in Business Administration from Instituto Cultural Newton Paiva Ferreira, with a post-graduate degree in Economics from Fundação Getúlio Vargas – FGV. He was a Senior Consultant at GASMIG (Companhia Energética de Minas Gerais – CEMIG) in 2009, and served as Advisor for matters related to Internal Audit, Integrated Risk Management and Internal Controls. In the last five years, he was member of the Audit Committee of Redentor Energia S.A., considering the period between 2011 and 2015, at the Audit Committee of Companhia de Gás de Minas Gerais – GASMIG from 2011 to 2015, and Chairman of the Audit Committee of Fundação Forluminas de Seguridade Social – FORLUZ. In the Company, he occupies the position of Alternate Member of the Audit Committee. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Luiz Felipe da Silva Veloso is graduated in Economics from the Pontifical Catholic University of Minas Gerais – PUC/MG, with post-graduation degree in Financial Administration from Dom Cabral Foundation in 1997 and Strategic Management from UFMG, Foundation Institute of Economic, Administrative and Accounting Research of Minas Gerais in 1984, and Finance and Corporate Business, INSEAD Business School, in a special agreement with Dom Cabral Foundation in 2010. In the last 5 years, Mr. Luiz Felipe has worked as Consulting Analyst at Cemig; in the period from 2011 to 2015 he was a Special Advisor of the CEO in Furnas Centrais Elétricas S.A., being responsible for the CEO’s special projects in the finance and new business area, Institutional Relationships, and as Coordinator of Furnas’ New Business Committee.  He worked as Superintendent of Strategy and Sustainability, Coordinator of the long-term strategy implementation process and Coordinator of RAE – strategy follow-up meetings at the Executive Board.  In the period from 2010 a 2011, he worked at Cemig as Superintendent of Control over Ownership Interests and from 2007 to 2010 as M&A Superintendent. In the Company, he held the position of full member of the Board of Directors in 2017. In the last five years, Mr. Luiz Felipe da Silva Veloso was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. João Henrique de Souza Brum is an accountant, graduated in Accounting Sciences from Faculdade de Ciências Contábeis e Administrativas Moraes Júnior (current Mackenzie-Rio) in 1983. In the last five years, Mr. João Henrique is Director with a Business Management role in the Accounting, Tax and Personnel areas at Domingues e Pinho Contadores. He has served as Administrator of SES Americon and currently is a member of the American Chamber of Commerce for Brazil, Vice-President and Treasurer of the Brazil-Germany Chamber of Commerce and Industry, member of the Financial Commission – IBEU (Instituto Brasil-Estados Unidos), alternate member of the Audit Committee of CTEEP (Companhia de Transmissão de Energia Elétrica Paulista), and from 2013 to 2015 was a Audit Committee’s member at Eletropaulo, Lowndes & Sons, Administradora Itahy e Brasfels S/A and member of Gas and Energy Committee of the American Chamber – Rio de Janeiro. In the Company, he occupies the position of Alternate Member of the Audit Committee since 2017. The administrator above declares that in the last 5 years he has not had any criminal conviction; any conviction in any CVM administrative proceedings and penalties applied; and/or any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Alberto Jorge Alves Oliveira da Costa is graduated in Architecture and Urbanism from PUC Campinas with homologation at University of Porto, in Portugal. He worked as an engineer in Kodak Brasileira from February 1991 to February 1999, in Dalkia/ Vivante from March 1999 to April 2015, holding positions from technical coordinator to regional manager. Since May 2015, he has held the position of Operations Manager in Multiplan/ Village Mall. He held the position of alternate member of the Company’s Audit Committee in 2014 and alternate member of the Audit Committee of Companhia Energética de Brasília- CEB in 2018. In the last five years, Mr. Alberto Jorge Alves Oliveira da Costa was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.
Mr. Renato Venícius da Silva is an accountant graduated in Accounting Sciences from Sant’Anna University Center and holds a Post-Graduation degree in Tax Management from Oswaldo Cruz College. Since 2012 to the date, serves as an accounting analyst at LF Contabilidade Ltda. In the last five years, Mr. Renato Venicius da Silva was not subject to the effects of any criminal conviction, any conviction or application of sentence in administrative proceedings before the Brazilian Securities Commission (CVM) and any final and unappealable conviction, in the judicial or administrative sphere, that had the effect of suspension or disqualification for the practice of any professional or commercial activity.

TAESA currently has four committees to advise the Board of Directors, with their members’ term of office coinciding with that of the members of the Board of Directors.

Competences of the Strategy, Governance and Human Resources Committee:
  • To recommend the Company’s operational strategies, interacting with executives in preparing the Strategic Plan, providing support in defining strategic and budgetary guidelines, general and specific targets, indicators, prospects and metrics;
  • To recommend guidelines for the execution of the Business Plan, formulation of strategy and for execution of the company’s yearly and multiyear plans;
  • To track the progress of the strategy and the operational tactics of the Executive Board;
  • To discuss specific annual targets and indicators;
  • To monitor and analyze the Company’s operating performance and risks, and check the compliance with targets, proposing strategic initiatives, providing information and knowledge to the Board of Directors;
  • To provide information for appraising the performance of the Executive Board;
  • To propose to the Board of Directors the corporate governance practices and rules;
  • To propose to the Board and the Shareholders’ Meeting the nominations and the remuneration policy, as well as to review and recommend the appraisal criteria for executives;
  • To examine and opine on the remuneration policies and monitor the implementation of the remuneration policy in the Company;
  • To recommend the investment policy to help in the preparation of Strategic Plans;
  • To evaluate the annual expenditure and investments programs, and the financial adjustments proposed by the Executive Board, and track their implementation;
  • Any of its members may monitor the management of superintendent officers and examine, at anytime, the Company’s books, documents and papers, request information about agreements executed or in the process of being executed and about any other actions deemed necessary;
  • Formally analyze on a periodical basis the performance results of the Company and of the Executive Board;
  • To recommend strategic alliances and development of new businesses;
  • To recommend the policy on employees’ profit sharing;
  • To recommend the guidelines for the market penetration strategy; and,
  • To recommend management guidelines and policies.
Members:
NameAppointed by
François MoreauIndependent
Larissa Campos BrevesCEMIG
Carlos Humberto DelgadoISA Brasil
César Augusto Ramírez RojasISA Brasil
Fernando Augusto Rojas PintoISA Brasil
Competences of the Financial Committee:
  • To analyze and evaluate the financial needs: capital structure, financial policies, cash flow, debt policy, capital structure and the Company’s risk;
  • To analyze the quarterly and annual reports and monitor the key financial indicators;
  • To evaluate the Fiscal / Tax plan;
  • To verify the investments: (i) financial and economic feasibility, (ii) implementation of annual investments plan (iii) return on investments and of risks;
  • To interact with the Executive Board in order to understand the priority financing requirements;
  • To analyze and evaluate dividend distribution proposals;
  • To verify the compliance with financial policies;
  • To analyze the compatibility between the shareholder remuneration level and the parameters set in the annual budget;
  • To analyze the consistency of the Company’s capital structure; and,
  • To review and recommend financing opportunities.
Members:
NameAppointed by
Daniel Faria CostaCEMIG
Vacancy-
Carolina Botero LondoñoISA Brasil
Fernando Augusto Rojas PintoISA Brasil
Celso Maia de BarrosIndependent
Competences of the Auditing Committee:
  • To provide permanent assistance to the Board, monitoring the effectiveness of the processes for the preparation of financial reports and compliance with applicable tax laws, analyzing the reports and accompanying/supervising the external and internal auditors, always preserving their autonomy from the Company;
  • To propose to the Board of Directors the names of external auditors and the person responsible for the Company’s internal audit;
  • To evaluate and report the policies and the Company’s annual audit plan submitted by the person responsible, the internal audit team and their implementation;
  • To monitor the results of the Company’s internal audit and identify, prioritize and propose actions to be followed up by the Executive Board
  • To analyze and opine on the Company’s annual report and financial statements, and provide recommendations to the Board of Directors;
  • To monitor and ensure that the Company develops reliable internal controls;
  • To ensure the autonomy and objectiveness of internal audit;
  • To ensure that independent auditors review and evaluate the Executive Board and internal audit practices;
  • To analyze and opine on the action plans for correcting the processes and minimizing the risks identified; and
  • To observe the fundamental principles and Accounting Norms in Brazil while reporting the Company’s accounts and related acts.
Members:
NameAppointed by
François MoreauIndependent
Larissa Campos BrevesCEMIG
Carlos Ignacio MesaISA Brasil
Hermes Jorge ChippIndependent
Fernando Augusto Rojas PintoISA Brasil
Competences of the Implementation and New Business Committee:
  • Analyze the market of the Company, subsidiaries and potential new subsidiaries or controlled companies;
  • To recommend strategic alliances and development of new businesses and guidelines for the market penetration strategy;
  • Analyze and comment on the macroeconomic scenario;
  • Analyze and comment on the main assumptions considered, raised through sources deemed reliable and that allow technical verification/validation;
  • Analyze and comment on the assumptions to be used in calculating the Company’s Weighted Average Cost of Capital (WACC) and the new investment, such as capital structure projected over the period, cost of equity (Capital Asset Pricing Model – CAPM), comparable companies used to calculate the Beta, financial leverage and Cost of Debt (Kd);
  • Recommend the benchmark value interval for the Company and the new investment based on different methodologies, such as Share Value (Shareholders’ Equity Value), Discounted Cash Flow Model – Cash Flow of the Firm, Discounted Cash Flow Model – Free Cash Flow to Equity, Market Multiples and Multiples of Similar Transactions, presenting sensitivity scenarios;
  • Analyze and comment on the Company’s profitability indexes and new investments, such as: Internal Rate of Return (IRR) based on the Free Cash Flow to Equity, Internal Rate of Return (IRR) based on the dividend flow to be received by the shareholder, considering the percentage of dividend distribution (taking into account the amounts that can actually be distributed as dividends), presenting sensitivity scenarios;
  • Analyze and provide an opinion on the economic-financial projection for the period considered appropriate to the Company and/or new investment, of: (a) Statement of income for the years; Balance sheets; (c) Cash flow from operating, investment and financing activities; (d) Free Cash Flow to Firm; (e) Free Cash Flow to Equity; and (f) Working Capital and Debts related to the projects, among other analyzes and projections that they deem pertinent to the specific project;
  • Analyze and comment on the valuation report of the investment in question, as well as the demonstration of the evaluation; and
  • Assess the consistency of the legal analysis of the potential new investment or divestment, addressing mainly corporate, tax, labor and environmental aspects, as well as any other risks arising from the investment and respective strategies or measures that may mitigate them.
Members:
NameAppointed by
Fernando Augusto Rojas Pinto - CoordinatorISA Brasil
Paulo Mota HenriquesCEMIG
Vacancy-
Daniel Isaza BonnetISA Brasil
César Augusto Ramírez RojasISA Brasil