Management, Boards & Committees
The Board of Directors is a collegiate deliberation body responsible for the superior guidance of the Company and shall be composed of at least three (3) and at most eleven (11) effective members, elected and dismissed at any time by the General Meeting, all with a unified term of office of two (2) years from the date of the election, extending until the successors have been re-elected.
The Board of Directors shall meet ordinarily on a quarterly basis, on a date previously established in an annual calendar defined by the Board and, extraordinarily, whenever necessary in the interests of the Company, preferably at the Company’s headquarters.
Members of CESP´s board are elected by the Company´s shareholders in a general meeting.
|Fabio Rogerio Zanfelice||Chairman of the Board of Directors||
Fabio Rogerio Zanfelice has been the Votorantim Energia’s CEO since May 2015, a company that is part of CESP’s controlling block. He was Energy Planning Officer of CPFL Energia S.A. between June 2011 and June 2013 and the CPFL Brasil’s CEO between July 2013 and April 2015. He is currently the Chairman of the Board of Directors of VTRM (a joint venture formed by CPP and Votorantim Energia) and of the Brazilian Association of Investors in Energy Self-Production – ABIAPE and is an alternate member of the Board of Directors of the National Electrical System Operator – ONS. He graduated in Electrical Engineering from the São Paulo State University – UNESP, earned a master’s degree in Energy System Planning from UNICAMP, an MBA in Economics and Energy Management from the COPPEAD/UFRJ Institute and attended the Advanced Management Program – AMP of Harvard Business School.
|Raul Almeida Cadena||Vice-Chairman of the Board of Directors||
Raul Almeida Cadena has been an Officer without Specific Designation in SF Ninety Two Participações Societárias S.A., which is part of the Company’s controlling bloc, since November 2018. Since May 2018, he has been a member of the Board of Directors of VTRM Energia Participações S.A., which is part of the Company’s controlling bloc. Since June 2014, he has been the Chief Financial and Administrative Officer of Votorantim Geração de Energia S.A., which also is part of the Company’s controlling bloc. From January 2012 to May 2014, he was Investment Manager in Votorantim S.A. From August 2010 to January 2012, he was Superintendent of Strategic Development of Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas. From 2007 to 2010, he worked in Oi S.A. as Call Center Plannng Officer, Information Services Officer and Mobile Operations Assistant Officer. From 2000 to 2007, he was Project Manager at The Boston Consulting Group. He graduated in Electronic Engineering from Instituto Tecnológico de Aeronáutica (ITA). He holds a Master of Business Administration – MBA from the Harvard Business School, and a specialization degree in executive education and business administration from Fundação Dom Cabral /Kellogg School of Management.
Ricardo Szleif has been a member of the Board of Directors and Officer without Specific Designation of VTRM Energia Participações S.A. since May 2018. He has been Infrastructure Officer for Latin America of the Canada Pension Plan Investment Board – CPPIB, which is part of the Company’s controlling bloc, since May 2015.
He has been a member of the Board of Directors of Grupo Costanera SpA in Chile since September 2017.
He has been an alternate member of the Board of Directors of Transelec S.A. since April 2018.
He was a member of the Board of Directors of Promotora Punta Cometa S.A. de CV, which holds highway concessions in Mexico, from December 2016 to April 2018. From April 2013 and April 2015, he was an executive at Bank of America Merrill Lynch Banco Múltiplo S.A. – Brazil.
He was an executive at Banco Santander from April 2006 to April 2013. He graduated in Business Administration from EAESP-FGV, and holds a Master in Business Administration – MBA from INSEAD.
|Mauro Eduardo Guizeline||Director||
Mauro Eduardo Guizeline has been a partner in Tozzini Freire Advogados since 1997. Tozzini Freire Advogados is a law firm that provides services to Votorantim Geração de Energia S.A. and to the Canada Pension Plan Investment Board – CPPIB, both of which are part of the Company’s controlling bloc. He was a member of the Board of Directors of Alesat Combustíveis S.A. from June 2012 to August 2018. Since 2015, he has been member of the Board of Directors of the Brazilian Association of Publicly Held Companies – ABRASCA.
He graduated in Law from Faculdades Metropolitanas Unidas (FMU).
|Frederico Ferreira Sarmento||Director||
Since December 2018, Frederico Sarmento has been an Officer without Specific Designation in SF Ninety Two Participações Societárias S.A., which is part of the Company’s controlling bloc, and whose corporate purpose is to hold equity interest in other companies. Since March 2019, he has been an Officer without Specific Designation in VTRM Energia Participações S.A., which also is part of the Company’s controlling bloc. From 2016 to 2018, he was Vice-President for M&A in renewable energy at Brookfield Asset Management do Brasil. From 2005 to 2008, he was an associate in Credit Suisse in New York, focusing on the energy sector. He graduated in Civil Engineering from Universidade Federal do Espírito Santo. He holds a master degree in Production Engineering from Pontifícia Universidade Católica do Rio de Janeiro, and a Master Business Administration – MBA from MIT Sloan School of Management.
|Iara Pasian||Independent Director||
Iara Pasian was the Infrastructure and Energy Sector leader at Deloitte until May 2018. She has been a partner in Iara Pasian Assessoria Empresarial Ltda. Since February 2019 From 2000 to 2014, she was the National Coordinator of the Energy Technical Group of IBRACON – Instituto dos Auditores Independentes do Brazil [Institute of Independent Auditors of Brazil]. She has over 40 years of experience in assisting midsize and large audit and consulting customers, either domestic or international, from the sectors of services, manufacturing, infrastructure and, particularly, energy. She attended a program of specialization in assistance to companies of the energy sector, having even engaged in the services provided to The AES Corporation, Duke Energy and AEP by the Deloitte office in Washington, DC, United States, in 1997 and1998. She graduated in Accounting Science and Economic Science from FAculdade de Ciências Econômicas de São Paulo of Fundação Escola de Comércio Álvares Penteado – FECAP. She completed a university extension program in Financial Mathematics and Financial Administration at FGVSP.
|Felipe Dutra Cançado||Independent Director||
Felipe Dutra Cançado is founding partner of Squadra Investimentos – Gestão de Recursos Ltda. and Squadra Investments – Gestão de Recursos Ltda., independent management companies that are responsible for managing equity funds and managed portfolios of investors residing abroad, incorporated in 2007. He graduated in Production Engineering from Universidade Federal do Rio de Janeiro – UFRJ.
|Paulo Sérgio Cordeiro Novais||Director (employees’ representative)||
Paulo Sérgio Cordeiro Novais has been a Level IV Occupational Safety Technician at the Company since February 2004. He represents the employees in the Company’s Management Committee. In 2017, he was elected employees’ representative in the Internal Commission for Prevention of Accidents – CIPA of UHE Porto Primavera for the period from 2017 to 2019 (Vice-President). He was a director representing the employees in the Board of Directors of the Company from 2015 to 2017. He graduated in Law from FACILUZ and attended a technical course in occupational safety at Estella Maris; in electrotechnology at ETEC Paula Souza; and in agriculture and livestock raising at ETAESG São Jorge Gereissate.
The Board of Executive Officers will be comprised of at least 2 (two) and at most 6 (six) members, being a Chief Executive Officer, a Chief Financial Officer, an Investor Relations Officer and the others without specific designation, and the position of Investor Relations Officer may be combined with the position of Chief Executive Officer or Chief Financial Officer, with the respective attributions set by the Board of Directors and specified in the bylaws, when not specified herein, all with a mandate. Unified 2 (two) years.
|Mario Antonio Bertoncini||Chief Executive and Investor Relations Officer||
Mario Bertoncini was the CFO of CESP from March to August 2019. Previously, he was Senior Vice-President for Finance and CFO in Nexa Resources, from 2014 to early 2019, and Corporate Treasury Officer in Votorantim S.A., from 2011 to 2013. Before that, he held senior management positions in Banco Itaú BBA and Unibanco, including in the investment bank and commercial bank areas.
He was a member of the Board of Directors of Milpo and Atacocha mining companies from 2013 and 2018, and an alternate member of the Board of Directors of Fibria, from 2012 to 2013.
Mario graduated in business administration from FGV – Fundação Getulio Vargas, in São Paulo, Brazil, and holds an MBA in Finance from The Wharton School of the University of Pennsylvania, USA.
|Marcelo Antonio de Jesus||Financial Officer||
Marcelo Antonio de Jesus has been Chief Financial Officer of CESP since August 2019. He was CFO of Enel Chile and Eletropaulo. In the latter, he was also Investor Relations Officer. He was also Corporate Controllership and Tax Planning Officer in Grupo AES Brasil, and held executive positions in the financial area of companies such as: TAM Linhas Aéreas S.A. – Latam Airlines, Flora Higiene e Beleza; Syngenta, and AES América Latina e Caribe. He graduated in Business Administration from Universidade de São Caetano do Sul, and holds an MBA in Business Management from Fundação Dom Cabral. He attended the Financial Leadership Development Program (Darden School of Business – University of Virginia).
|Carlos Alberto Dias Costa||Generation Director||
Carlos Alberto Dias Costa has been Generation Officer of CESP since May 2019. From January 2017 to May 2018, he was Chief Operations/O&M Officer in CTG – Rio Paranapanema Energia. He was Chief Operations and Environment Officer from March 2015 to December 2017; Chief Operations Officer from August 2009 to March 2015; and General Production Manager, from October 2001 to August 2009, in Duke Energy International. From 1978 to 2001, he was a manager in several technical areas of CESP. Carlos graduated in Electrical Engineering from Faculdade de Engenharia de São Paulo, and in Electrical Operations Engineering from Universidade Mackenzie. He holds an MBA in Business Management from Fundação Dom Cabral, and an MBA from Kellogg School of Management.
CESP has a permanent fiscal council, consisting of five full members and an equal number of alternates, elected at a General Meeting for a term of one year. One of the members of its fiscal council and its alternate are elected by the holders of minority common shares and another by the holders of preferred shares.
The primary responsibility of the supervisory board, an independent body not related to the independent auditors appointed by the board of directors, is to review its financial statements and advise shareholders on its content.
The fiscal council also reports to shareholders on matters related to its budget, changes in its capitalization, dividend distribution and corporate reorganizations. The fiscal council is responsible for overseeing management activities and for keeping shareholders informed of their findings.
|Guilhermo Oscar Braunbeck||Permanent member||
Guilhermo Oscar Braunbeck has been Assistant Professor at Faculdade de Economia, Administração e Contabilidade (FEA/USP) and at Fundação Getúlio Vargas (EAESP) since 2014. He is a Consultant and Expert in Financial Accounting and Audit. He was Assistant Controller- General at Universidade de São Paulo. Since 2016, he has been a voting member of the Accounting Pronouncements Committee, representing FIPECAFI. He is the Chief Financial Officer of Fundação de Apoio ao Comitê de Pronunciamentos Contábeis [Foundation for Support to the Accounting Pronouncements Committee] and member of several fiscal councils. He has been a permanent member of the Fiscal Council of Anima Holding S.A since 2018; permanent member of the Fiscal Council of the CPqD Foundation since 2017; permanent member of the Fiscal Council of Via Varejo S.A. since 2014; deputy member of the Fiscal Council of Suzano Holding S.A.; and permanent member of the Fiscal Council of IPLF Holding S.A. since 2015. From 1994 to 2001, he worked in the independent audit segment of Arthur Andersen and, from 2005 to 2008, he was a partner in Hirashima & Associados. From 2002 to 2005, he led the internal audit and risk management area of Votorantim Celulose e Papel S.A. From 2005 to 2010, we was an alternate member of the Fiscal Council and Audit Committee of Embraer. From 2011 to 2014, he was Project Manager at the International Accounting Standards Board (IASB). He participated, and still participates, in several initiatives to promote high-quality financial reporting for private and government entities, including projects for the Federal Accounting Council, the Accounting Pronouncements Committee (CPC), the World Bank, the United Nations Organization (UNCTAD) and the National Treasury. He is a partner in GBR Consultoria Empresarial EIRELI. He holds a doctor’s degree in Controllership and Accounting from Universidade de São Paulo (2010), and a bachelor’s degree in Economic Science from Universidade Estadual de Campinas, Unicamp (1994).
|Heraldo Gilberto de Oliveira||Permanent Member||
Heraldo Gilberto de Oliveira is managing partner in FCO Consultores Associados Ltda. and Timo Consultores Ltda. Since November 2009, he has been a member of the Board of Directors and Chairman of the Audit Committee of China Construction Bank (Brazil) Banco Múltiplo S.A. He has been a member of the Fiscal Council of Suzano Holding S.A. since April 2014; Chairman of the Audit and Compliance Committee of Iguá Saneamento S.A. since December 2017; member of the Fiscal Council of Associação Nacional de Pesquisa e Desenvolvimento das Empresas Inovadoras [National Association for Research and Development of Innovative Companies] (ANPEI) since April 2017; alternate member of the Board of Directors of IRB-Brasil Resseguros S.A. since March 2018. He was member of the Fiscal Council of Tevec Sistemas S.A. from November 2016 to May 2017, and member of the Fiscal Council of S.A. Correio Braziliense from June 2016 to June 2018. He was a Director and member of the Audit Committee of Companhia de Saneamento Básico do Estado de São Paulo – SABESP, from November 2009 to March 2013, and Director and Coordinator of the Audit Committee of Banco Nossa Caixa S.A. from April 2007 to December 2018. Since June 2000, he has been a researcher, professor and consultant at Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras. He holds a master’s degree in Accounting and Controllership from FEA/USP, and a graduate degree in Business Administration and Accounting Science.
|Paulo Roberto Franceschi||Permanent Member||
Paulo Roberto Franceschi has been a partner in Audicontrol Auditoria e Controle since June 1995. He is a permanent member of the Fiscal Council of Equatorial Energia S.A., Celpa Centrais Elétricas do Pará S.A., Companhia Energética do Maranhão – CEMAR, Triunfo Participações e Investimentos S.A. and SANEPAR – Companhia de Saneamento do Paraná. He graduated in Accounting Science from Fundação de Estudos Sociais of the State of Paraná.
|Carla Alessandra Trematore||Alternate||
Carla Alessandra Trematore worked ia the independent audit area of Arthur Andersen, Deloitte, and Ernst & Young from 1996 to 2010, and she was intemal audi manager of Confab. She was a partner in Hrashama & Associados. and worked as a consultant for Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras- AAPECAFL From Auhy 2014 to August 2017, she held the postion of controller in electricity generation companies. She was an alernete member of the Fiscal Council of th Empresa Brasileira de Aerondatica S.A. — EMBRAER frem 2007 to 2015, and member of the Fiscal Council cf Vis varejo SA from 2017 to 2018. Currently, she is ChalfWoman of the Audit Committas of Caixa Económica Federal, member of the Fiscal Council of Anuma Holdsng S.A. and Companhia de Gis de São Paulo -COMGÁS. and an alemate member of the Fiscal Council GT COSAN S.A She graduated in Computer Science from Universidade Estadual Paulista UNESP in 1996, and in Accounting Scenes from Pontifícia Universidade Católico de Minas Gerais — PUC Minas, in 2018.
|Carlos Atushi Nakzenuto||Alternate||
Cartos Nekamuta is Managing Parmer in the companies Moore Stephens Momentum Accounting, Momentum – Consultora De informática Ltás., Moore Stephens Momentum Risk Consultoria & Assessoria Atuarial, Financeira e de Riscos Ltda., and Timo Consultores Lída, and partner in the comparses Moore Stephens Lima Lucches: Auditores independentes and Profit Yauk Gestão, Parbeipação e Publicações Ltda He is also am Associate Consultant at FIPECAFIL.
|Bruno Shigueyoshi Oshiro||Alternate||
Bruno Oshiro was a parmer in BAS – Serviços Contabeis S/C Ltda. from November 2013 to Me: 2016. Currentiy. he Is a member of the Fiscal Council of the faliowing companies: Triunto Participações e Investimentos S.A; Aeroportos Brasi Viracopos S.A.; CSE – Centro de Soluções Estratégicas SA, and Tyoá Participações e inmestimentos SA He graduated in Accounting Sclence from Faculdades Associadas de São Paulo.
The Audit Committee is a technical organ of permanent assistance to the Board of Directors, in addition to those competencies attributed by Law, under the terms defined in internal regulations.
The Committee shall be comprised of at least three (3) and at most five (5) members, most of whom are independent, elected and dismissed by the Board of Directors, without a fixed term of office, at least one (1) of the Committee have recognized experience in matters of corporate accounting.
The Committee will be coordinated by an independent Board Member. In order to be a member of the Committee, the minimum conditions established by law, in particular paragraph 1 of article 25 of Federal Law 13303/2016, must be observed.
Iara Pasian was the Infrastructure and Energy Sector leader at Deloitte until May 2018. She has been a partner in Iara Pasian Assessoria Empresarial Ltda. Since February 2019 From 2000 to 2014, she was the National Coordinator of the Energy Technical Group of IBRACON – Instituto dos Auditores Independentes do Brazil [Institute of Independent Auditors of Brazil]. She has over 40 years of experience in assisting midsize and large audit and consulting customers, either domestic or international, from the sectors of services, manufacturing, infrastructure and, particularly, energy. She attended a program of specialization in assistance to companies of the energy sector, having even engaged in the services provided to The AES Corporation, Duke Energy and AEP by the Deloitte office in Washington, DC, United States, in 1997 and e and Economic Science from FAculdade de Ciências Econômicas de São Paulo of Fundação Escola de Comércio Álvares Penteado – FECAP. She completed a university extension program in Financial Mathematics and Financial Administration at FGVSP.
|Angela Aparecida Seixas||Permanent Member||
Angela has been an independent member of the Board of Directors, and Coordinator of the Statutory Audit Committee of PRODESP – Cia. de Processamento de Dados do Estado de São Paulo since 2018. She is an independent member of the Statutory Audit Committee of IPT – Instituto de Pesquisas Tecnológicas, member of the Fiscal Council of B3 – Brasil, Bolsa e Balcão S.A., and member of the Advisory Council of Instituto Techmail Educação. From 2006 to 2017, she was Financial and Internal Controls, IT, and Investor Relations Officer of Duke Energy International, having participated in the process of transition to CTG. She also held other positions in Grupo Safra/BCP – BSE, Grupo Bunge, Comind S.A. and Unibanco. She attended the
|José Ecio Pereira da Costa Junior||Permanent Member||
José Ecio Pereira da Costa Junior was audit partner in Arthur Andersen from 1986 to 2002, when he became a partner in Deloitte Brazil, where he stayed until May 2007. He is founding partner in JEPereira Consultoria em Gestão de Negócios, and a member of Audit Committees of several publicly-held companies. He is a member of the Board of Directors of Princecampos Participações and Ouro Verde Locação e Serviço. He was a member of the Board of Directors of Gafisa, BRMalls and Grupo NOSTER. He graduated in Business Administration from Fundação Getúlio Vargas, and in Accounting Science from Universidade São Judas Tadeu.