Board of Directors, Management and Fiscal Council

Board of Directors

The Board of Directors is composed of 9 full members (including two independents members) and 3 alternate members. During its evaluation process, the Board will determine whether its current size is adequate to meet its needs. The Board meets every two months, and its general functions are to determine strategic guidelines, monitor executives and evaluate the company‘s performance. In addition to its legal duties, the Board is responsible for approving the company‘s principal investment decisions.

The table below shows the elected members of the Company’s Board of Directors and their name, position and election date:

 

Name Positions Date of Election
Marco Antônio Cassou President 04.19.2023
Stefano Mion Full Member 04.19.2023
Beniamino Gavio Full Member 04.19.2023
Umberto Tosoni Full Member 04.19.2023
Alberto Gargioni Full Member 04.19.2023
Eros Gradowski Junior Full Member 04.19.2023
Ricardo Bisordi de Oliveira Lima* Full Member 04.19.2023
Stefano Mario Giuseppe Viviano Full Member 04.19.2023
Sonia Aparecida Consiglio* Full Member 04.19.2023

(*) Independent Director: the selection of the independent directors has as a parameter the criteria recommended by the IBGC

Name Positions Date of Election
Luís Miguel Dias da Silva Santos Alternate Member 04.19.2023
Jorge Luiz Mazeto Alternate Member 04.19.2023
Paolo Pierantoni Alternate Member 04.19.2023

Resumes of the members of the Company’s Board of Directors are presented below:

Marco Antonio Cassou: Graduated in Civil Engineering from Universidade Federal do Paraná (UFPR), holds a Master’s Degree in Administration from Stanford University, California, USA. He worked as production manager at Alusan Indústrias Químincas; production manager at EBEC – Engenharia Brasileira de Construções; civil engineer, co-technical in-charge, Commercial Officer and President of CR Almeida S.A. Engenharia e Construções; Administrative and Financial Director and President of Britanite Indústrias Químicas, Administrative and Financial Director of Rochesa Tintas e Vernizes and President of the Syndicate of Chemical Industries of the State of Paraná. He is a member of the Board of Directors of CR Almeida group.

Stefano Mion: Holds a degree in administration from Università Commerciale Luigi Bocconi, Italy (2000) and an MBA from The Wharton School of Business. Stefano was/is a member of the board of directors of various companies, including Autopista Vespucio, Norte Tunel San Cristobal, Skyline Renewables, ASTM, 2i Rete Gas, SEA Milan Airport and Ardian. Previously, he worked at the European Leveraged Finance Team of Merrill Lynch in London and the Corporate Finance Team at UBS Investment Bank in Milan after working three years at J.P. Morgan in London.

Beniamino Gavio: Graduated in Economics from Kensington University, CA, USA. He holds various positions within the Gavio Group, operating in the motorway concessions, construction and engineering, transport and logistics, technology and yachting sectors. He is currently Chairman of Aurelia S.r.l. – the Gavio family’s holding company – and Nuova Argo Finanziaria S.p.A. and is a Director of ASTM S.p.A. He is also Chairman of Baglietto, a historic Italian yacht building brand and is a member of the boards of directors of several companies in the transport, logistics, services and sports sectors.

Umberto Tosoni: Graduated in Management Engineering from Tor Vergata University, Rome, with a specialization in Transport Planning. After beginning his professional career in Texas Instruments, gaining important experiences in Italy and abroad, he has covered different positions, starting from the technology sector, where in a few years he became CEO of Sinelec, the Group’s technology hub. He then moved on to the Motorway Concessionaires sector, holding the position of CEO of SATAP, Torino-Milano, Autostrada dei Fiori, Autostrada Asti Cuneo, and SITAF Traforo del Frejus. He reached the position of CEO in 2018 of SIAS S.p.A., the Group’s holding company in the sector, listed on the Milan Stock Exchange. Following the merger by incorporation of SIAS into ASTM in December 2019, he was appointed CEO of ASTM.

Alberto Gargioni: Graduated in Business & Administration from Bocconi University in Italy in 1996 and completed an MBA from the business school of the Politecnico (POLIMI GSoM) in Italy in 1999. He served as Managing Director and Partner at Leonardo & Co. between June 2006 and September 2015, as Head of M&A for Continental Europe (Italy, France and Germany) and Investment Banking at Santander Corporate between December 2015 and May 2019, and as CFO of Nuova Argo Finanziaria S.p.A between May 2019 and September 2020. In September 2020 Mr. Gargioni was named CFO of the ASTM Group.

Eros Gradowski Junior: Holds a law degree from the Faculty of Law of Curitiba in 1986, with specialization in criminology, executive criminal law and economic criminal law, and completed a post-graduate program from PUC–PR in teaching methodology for higher education in law in 1990. He was professor of civil and commercial law at PUC-PR from 1989 to 2001, professor at the Escola Paranaense de Magistratura from 1995 to 1997 in the same disciplines, and has been a practicing lawyer in the state and federal Courts of Paraná, Rio Grande do Sul, Santa Catarina, Pará and Amapá. He is a member of the board of directors of Primav Construções e Comércio S/A, an indirect minority shareholder of EcoRodovias, and between April 2014 and June 2021, served as alternate member of the board of directors of EcoRodovias.

Ricardo Bisordi de Oliveira Lima: Mr. Ricardo Bisordi holds a degree in Civil Engineering from the Polytechnic School of the University of São Paulo, a postgraduate degree in Finance from EPGE (FGV-RJ) and in Administration from the University of California (Berkeley, U.S.). Mr. Bisordi has over 30 years of experience as chief executive at companies in the infrastructure sector. He also stands out as an architect and negotiator of innovative financial structures that enable billion-dollar megaprojects. Developer of innovative business strategies that deliver exceptional growth. Since 1999, he has been a member of the board and CEO of various companies in the segments of airports, highways, ports, oil and gas and retail. Proven mentor of high-performing teams and investor in startup companies.

Stefano Mario Giuseppe Viviano: Holds a degree in Business & Administration from Bocconi University in Italy in 2000. He served as auditor at KPMG S.p.A between September 2000 and March 2002, senior internal auditor at Mediaset S.p.A between March 2002 and September 2005, Finance Manager at the Argo Finanziaria S.p.A between September 2005 and July 2013 and Group Finance Director and Board Member of the Argo Finanziaria S.p.A between July 2013 and April 2018, Board Member of the ASTM S.p.A. between April 2013 and November of 2018 and CFO of SIAS S.p.A between April 2018 and December 2019. Since January 2020, he has been Group Head of Finance of the ASTM Group and since August 2016, CEO of Igli S.p.A.- Moreover he acted and still currently act as a Bord Member in various subsidiaries of the ASTM Group (including EcoRodovias Infraestrutura e Logistica S.A.).

Sonia Aparecida Consiglio: Journalist and broadcaster who has been working with sustainability, communication and private social investments for more than twenty years, having worked at BankBoston, Febraban, Itaú Unibanco and B3. In 2016, she was recognized by the UN Global Compact as one of the world’s ten “SDG Pioneers”, people working to advance the Sustainable Development Goals (SDG). She is Vice Chairman of the Advisory Board of CDP Latin America and a member of the Advisory Board of BrazilFoundation and of the Technical Board of the Ekos Brasil institute. She serves on the Board of Directors and Sustainability Committees of various organizations and is a columnist for Valor Invest and Nova Brasil FM. She was also director of B3 and Chairwoman of the Advisory Board of the Corporate Sustainability Index (ISE) for ten years, Chairwoman of the board of the UN Global Compact Brazilian network and the Advisory Board of Global Reporting Initiative (GRI) in Brazil and a member of the Stakeholder Council of the Global Reporting Initiative (GRI) in Amsterdam.

Luís Miguel Dias da Silva Santos: He holds a degree in Business Administration and Management from the Catholic University of Portugal, in Lisbon. He served on the Board of Directors and as Chief Financial Officer (CFO) of the Somague Group, in Portugal, and as Deputy CFO of Sacyr, in Spain, until 2007. From 2007 to 2016, he was a Director and the Chief Financial Officer of the Portuguese group SGC. In 2011, he also chaired the Board of Directors of the car-rental company Unidas, S.A. in Brazil. He has been a Board member since 2016 and CEO since 2017 at Ascendi, SGPS, S.A. and its subsidiaries in Portugal, a Portuguese company that controls six highway concessions in Portugal (Ascendi SGPS, S.A. is controlled by Ardian/France, which indirectly holds a stake in EcoRodovias). He also serves on the Board of Directors of Via Verde Portugal, S.A. and on the Board of three other commercial companies, in which he is also manager: B4A Consultoria e Gestão S.A., Pbss – Gestão De Activos e Consultoria Administrativa e de Gestão Lda. and Galeria Arte S Mamede Ltda, in addition to being a Board member at a third sector company, Santa Casa Misericórdia Da Vila Da Chamusca.

Jorge Luiz Mazeto: Holds degrees in accounting from the Faculdade Católica de Administração e Economia (FAE) and in law from the Faculdade de Direito de Curitiba. He has served on the Audit Boards and Forensic Audit Boards at companies of the C.R. Almeida Group and the Zugman Group, and at Ouro Verde S.A. Currently, he participates in M&A projects, provides corporate consulting services in accounting, tax, and commercial, corporate and civil law, and advises companies in spin-offs and mergers, partial or full dissolution of businesses on the corporate and tax legal areas and accounting issues.

Paolo Pierantoni: Holds a B.Sc. in Engineering from the University of Genoa, Italy, obtained in 1982. He was CEO at Autostrada Torino Savona S.p.A. (between November 2012 and April 2017), Autocamionale della Cisa S.p.A. (between March 2001 and April 2017), and SALT p.a. (between January 2002 and April 2017), as well as Vice President at AISCAT – Italian Association of Highway and Tunnel Concessionaires (between April 2009 and December 2018). He was director at Primav Infraestrutura S.A, Igli S.p.A. and Argo Finanziaria S.p.A. until April 2019, and at SIAS S.p.A (where he was also CEO between April 2009 and 2018 and Chairman from 2018 to December 2019). Currently, he is CEO at Tangenziale Esterna S.p.A. and Tangenziali Esterne di Milano S.p.A, as well as Chairman at SAV S.p.A. and SINA S.p.A.

 

Executive Board

The table below shows each executive officer of the Company and their name, position and election date:

Name Positions Date of Election
Marcello Guidotti Chief Executive Officer and Investor Relations Officer 05.09.2023
Rodrigo José de Pontes Seabra Monteiro Salles Corporate VP 05.09.2023
Roberto Borges Paiva Technical VP 05.09.2023
Andrea Fernandes Head of Corporate Finance 05.09.2023
Fabio Trugillo Head of Planning, Risks and Compliance 05.09.2023

 

Resumes of the Company’s executive officers are presented below:

Marcello Guidotti: Graduated in Economy from Universitá degli Studi di Bologna (Italy), Insper Executive MBA, and was part of the Stanford University Executive Program in 2014. He worked on administrative and financial areas of infrastructure and concession projects in many Latin America countries. He is currently the Chief Executive Officer of EcoRodovias, having previously been Chief Financial and Investor Relations Officer at EcoRodovias, as well as Administrative and Financial Officer and Investor Relations Officer at Ecosul. He has been with the EcoRodovias Group since 2002.

Rodrigo José de Pontes Seabra Monteiro Salles: Graduated in law from the Pontifical Catholic University of São Paulo, an MBA from IBMEC-SP and AMP from INSEAD. He has worked as a lawyer at the law firms Pinheiro Neto and Davis Polk. Between 2003 and 2019, he was an executive at the Novonor Group companies and served on the board of directors of Braskem and OTP. He currently serves as Corporate Vice President at EcoRodovias. 

Roberto Borges Paiva: He has been working in the infrastructure sector since 1983, having held assuming executive positions in companies such as Via Engenharia and Techint E&C since 2002, besides serving as the CEO of Itinera Construções between 2016 and 2022. He has a degree in civil engineering from Universidade Veiga de Almeida do Rio de Janeiro, and has completed a specialization program in production engineering at FV/USP (1994), an Executive MBA at FIA/FEA/USP with an international immersion program at Vanderbilt University in the USA in 1996.

Andrea Fernandes: She holds a degree in Business Administration, an MBA in Finance from Ibmec (currently Insper) and a graduate degree in Finance from Fundação Getulio Vargas. She has more than 20 years of experience in finance and investor relations, having worked at major companies such as EcoRodovias, Suzano Papel e Celulose and AES Eletropaulo (currently Enel) and served on the Board of Directors of CEMIG for four years. Currently Head of Corporate Finance at EcoRodovias, responsible for managing the Company’s capitalization and self-sufficiency, relations with the financial market and investors, structured financial transactions, controllership and treasury, as well as strategy and communication of sustainability indicators (ESG metrics). She has been with the Company since 2014, having held the positions of Investor Relations and Funding Officer and Investor Relations Manager.

Fabio Trugillo: Mr. Trugillo has been with the Company since 2009, having held the positions of Executive Officer – Strategic Planning and Risks and Financial Planning Manager. He has also worked in the finance area in ​​companies such as BHG, AES Eletropaulo and Philip Morris.  He holds a degree in business administration, an MBA in finance and control from the Fundação Getulio Vargas, an MBA in Planning from FIA (Fundação Instituto de Administração) and a specialization from Darden Business School – University of Virginia.

 

Fiscal Council

The table below shows the elected members of the Company’s Fiscal Council and their name, position and election date:

Name Positions Election Date 
Sérgio Tuffy Sayeg Full Member 04.17.2024
Paulo Sergio Aldrighi Full Member 04.17.2024
José Boeing Full Member 04.17.2024
João Alberto Gomes Bernacchio Alternate Member 04.17.2024
José Dimas Gurgel Alternate Member 04.17.2024
Eduardo Georges Chehab Alternate Member 04.17.2024

 

Resumes of the members of the Company’s Fiscal Council are presented below:

Sérgio Tuffy Sayeg: Holds a degree in business administration and a postgraduate degree in capital markets from the School of Economics, Administration and Accounting of the University of São Paulo. He is a professor of MBA, graduate and executive education programs at the FIA Business School, Insper, Ibmec, as well as financial and capital market entities. He also holds Experience Certifications to serve as director, fiscal council and audit council member awarded by the Brazilian Institute of Corporate Governance (IBGC), the National Certificate for Investment Professionals (CNPI) granted by the Association of Capital Markets Analysts and Investment Professionals (APIMEC), and the ANBIMA Professional Certificate Series 20 (CPA-20). Since 1976, he has been working in the financial, capital and corporate markets, as executive and officer at Unibanco, Banco London Multiplic, Banco Safra, Seller DTVM, Banco Fibra, Dresdner Asset Management, São Paulo Stock Exchange (B3), Companhia de Saneamento Básico do Estado de São Paulo (SABESP) and Financial Investor Relations (FIRB). Independent Member of the Board of Directors of Oliveira Trust S.A. (2021 – present). Member of the Fiscal Council of EcoRodovias Infraestrutura e Logística S.A. (2018 – present), of Banco Pine S.A. (2022 and 2024) and of Gafisa S.A. (2024). Member of the Statutory Audit Committees of Enauta Participações S.A. (2022 – current) and of the Multivix Educational Group (2021 – current). He served as a Member of the Board of Directors of Investimentos e Participações em Infraestrutura S.A. – INVEPAR (2017) and Lojas Salfer S.A. (2007 – 2009). Specialized member of the Audit Committee of Banco GM S.A. – Chevrolet Serviços Financeiros (2012 – 2018), of São Paulo Turismo S.A. (2018 – 2023) and of Companhia de Engenharia de Tráfego (2018 – 2023). Member of the Fiscal Council of Companhia de Saneamento de Minas Gerais – COPASA (2018 – 2023), of CSU Digital S.A. (2008 – 2016, 2018 – 2021), of Enauta Participações S.A. (2014 – 2019, 2021), of Linx S.A. (2018 – 2021), of Eldorado Brasil Celulose S.A. (2017), of Cia. Providência Indústria e Comércio (2012 – 2015), of Marfrig Global Foods S.A. (2010 and 2012) and of CR Almeida S.A. Engenharia e Construções (2011–2015). He was member of KPMG’s Audit Committee Institute, EY Board Members Program and the IBGC’s Certifications, Communication and Capital Market Commissions. He was a director of the Brazilian Institute of Investor Relations (IBRI) (2003-2008) and vice chairman of its International Commission.

Paulo Sergio Aldrighi: Mr. Aldrighi holds a degree in mechanical engineering from Faculdade de Engenharia Fundação Armando Álvares Penteado (FAAP) in 1980, a postgraduate in financial administration from Faculdade de Administração e Ciências Econômicas Santana in 1982 and completed a specialization program in sports management from Faculdade Trevisan e Brunoro e Cocco in 2002. He was an advisor at the Underwriting Department of Banco Itaú de Investimento S.A., between September 1983 and May 1984, where he provided advisory services to the operations division, and later worked as Underwriting Manager, a position he held until December 1985. Later, until December 1991, he was deputy director at Banco Multiplic S.A. and, between February 1992 and January 1993, he was deputy investment director at Banco Investcorp S.A. From May 1993 to December 1994, he was deputy investment director at Banco Atlantis S.A. Between January 1995 and February 1999, he was deputy director – capital markets at Banco Fibra S.A., and from September 1999 to November 2001, he was corporate finance manager at Bank of America Liberal S.A. In December 2001, he became an independent consultant, working on specific consulting projects for professional soccer teams, including for Ponte Preta as advisor to the President (planning and implementation of business strategies for potential revenue streams), Coritiba Football Clube (analysis of the IPO project for the sports company) and Botafogo Futebol e Regatas (business plan of sports companies). Between January 2004 and January 2006, he was managing director /liquidator of the regional stock exchange. He was regional manager of BM&FBOVESPA between February 2006 and January 2010. He became partner at IGD Express Gráfica Digital Ltda. in March 2011, and remained in the position until July 2014. He was managing director of Dentalmaster Comércio de Planos Odontológicos Ltda. from December 2014 to September 2017. He was administrative superintendent at JN Maxi Corretora de Câmbio Ltda. from March 2018 to September 2019. He is currently a consultant at Paldrx Consultoria Ltda. He was an Alternate Member of the Fiscal Council at CR Almeida S.A. Engenharia e Construções from 2011 to 2015. He is Member of the Fiscal Consul at EcoRodovias Infraestrutura e Logística S.A. since 2018.

José Boeing: Holds a B.Sc. in Accounting Sciences from the Federal University of Santa Catarina (UFSC). He began his career as an auditor as trainee until he reached the position of Audit Director. He was a founding partner of MOORE CWB Auditores Independentes S/S. Currently, he owns a limited liability company and mostly works as accounting and tax consultant for companies in a wide range of segments and in matters related to corporate reorganizations.

João Alberto Gomes Bernacchio: Holds a B.S. in Business Administration from the Armando Alvares Penteado Foundation (FAAP). He was a member of the Board of Directors and of the Audit Committee of EcoRodovias Infraestrutura e Logística S.A., of Ecoporto Santos S.A. and of Primav Infraestrutura S.A. He was the Chief Executive Officer of Concessionária do Monotrilho da Linha 18 Bronze S.A. He was President of the São Paulo Chapter and National Vice-President of the Brazilian Association of Capital Market Analysts (ABAMEC); Member of the Ethics Board of the Brazilian Investor Relations Institute (IBRI); Member of the Superior Board of Self-Regulation of the Brazilian Association of Investment Banks (ANBID); Director of Capital Markets at the Brazilian Institute of Finance Executives (IBEF-SP); Member of the Brazilian Central Bank’s working subgroup 4 for financial affairs in Mercosur; Member of the IPO Committee of BOVESPA – Mais. He was a Member of the Board of Directors of Cambuci S.A. – Penalty; Member of the Board of Directors of IBQ – Indústrias Químicas S.A.; and Member of the Fiscal Council of Lacta S.A. Indústria de Chocolates. He was a Member of the Fiscal Council of Locaweb Serviços de Internet S.A. and of Enauta S.A. He also served in executive capacities at various banks and companies, such as Itaú, First Chicago-Denasa, Citibank N.A., Schahin Cury, Ford do Brasil, EcoRodovias and Grupo CR Almeida.

José Dimas Gurgel: He holds a degree in Project Technology from Faculdade de Tecnologia de São Paulo, with specialization in Business Administration from Universidade Mackenzie and in Controllership from FGV-SP. He worked in the areas of costs and controllership at a few divisions of the Degussa Group and participated in various mergers, spin-offs, openings and closures of the group’s companies, including Cerdec, Asta Médica, Dental, Coimpa, Clarex and Icomeq, which operate in the metallurgy of noble metals, chemicals, pharmaceuticals and dental segments. In 2000, he actively participated in the spin-off of the precious metals unit of Degussa-Hulls with the creation of DMC2, which was taken over by the U.S. group OMG and then by Belgium multinational Umicore, initially concentrating its activities in the areas of metallurgy and metallochemistry of precious metals, automotive catalysts, recycling and recovery and refining of precious metals. At Umicore, he worked in the areas of costs and controllership, and for some time was responsible for the budget, planning and logistics areas of Brazil (Guarulhos and Manaus units), providing support to the plants in Americana (SP), Joinville (SC) and Argentina. In 2018, he dedicated himself exclusively to the complex project of migrating the Guarulhos plant to Americana (SP). He has been an alternate member of the Fiscal Council of EcoRodovias Infraestrutura e Logística S.A. since April 2019.

Eduardo Georges Chehab: Mr. Chehab has a degree in civil engineering from Escola Politécnica-USP, a postgraduate degree in administration from FGV and an MBA in finance from Insper. Over the last ten years, he has served on the board of directors and fiscal councils of public and private companies. Prior to that, he worked for over 30 years in the financial market, 20 of them as an executive in the corporate credit area at ABN AMRO Real and WestLB and as director of ratings and corporate governance score at S&P.