Committees

The basic duty of the Audit Committee (“Committee”) is to advise EcoRodovias’ Board of Directors so that to assure that business is conducted in conformity with the laws, ethics and internal controls of the Company.

The Committee’s main responsibilities are:

• Advise the Board of Directors, so that to assure that business is conducted in conformity with the applicable laws, ethics and efficient internal controls against errors, losses and frauds;
• Monitor and evaluate the independent auditor’s activities, keeping in touch with auditors systematically, as well as assess and advise on their engagement;
• Evaluate the quarterly information, interim statements and financial statements;
• Monitor the internal audit works, ensure its independence, evaluate its performance, advise on the hiring, removal or replacement of internal auditors;
• Evaluate the Internal Control systems related to the financial, accounting and legal aspects, as well as the Compliance actions.

The basic duty of the People Management and Governance Committee (“Committee”) is to advise EcoRodovias’ Board of Directors about goal setting, performance evaluation, remuneration package, and succession planning for Executive Officers, as well as issues relating to EcoRodovias’ Corporate Governance model.

The Committee’s specific responsibilities are:

• Propose to the Board of Directors, after evaluation with the Chief Executive Officer, and the latter with the Board of Executive Officers of EcoRodovias, Executive Officers’ performance goals and remuneration structure, including salary, bonus and other incentives;
• Propose to the Board of Directors the remuneration of the Board members;
• Analyze and submit to the Board of Directors proposals concerning the appointment of new independent Board members and Executive Officers;
• Monitor and evaluate the succession planning process for Company’s key positions;
• Evaluate EcoRodovias Group’s talent retention process efficiency;
• Monitor the Corporate Governance model adopted by the Company, promoting constant monitoring and progress in acordance with best practices of the market;
• Propose changes, updates and improvements to the Corporate Governance model adopted by the Company;
• Coordinate Board of Directors’ periodic assessment;
• Coordinate the integration of new Board members.

The basic duty of the Investments, Finances and Risks Committee (“Committee”) is to advise EcoRodovias’ Board of Directors about matters involving the main decisions on investments, corporate finances and allocation of income, and risk management practices.

The Committee’s main responsibilities are:

• Advise the Board of Directors about the main decisions on investments in current and new businesses;
• Advise the Board of Directors about the evaluation of annual budget, loans, guarantees and allocation of income, including dividend distribution policy;
• Advise the Board of Directors about the matters involving mergers and acquisitions, concerning finances and corporate risk management;
• Evaluate organization’s tolerance to risks and the effectiveness of EcoRodovias Group’s Risk Management Master Plan, recommending that the respective managers approve it, improve it and put it into practice.