Board of Directors, Management and Fiscal Council
Board of Directors
The Board of Directors is composed of eight members (including one independent member). During its annual 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||11.16.2021|
|Juan Angoitia Grijalba||Full Member||11.16.2021|
|Beniamino Gavio||Full Member||11.16.2021|
|Alberto Rubegni||Full Member||11.16.2021|
|Umberto Tosoni||Full Member||11.16.2021|
|Alberto Gargioni||Full Member||11.16.2021|
|Cesar Beltrão de Almeida||Full Member||11.16.2021|
|Ricardo Bisordi de Oliveira Lima*||Full Member||11.16.2021|
|Ana Luci Limonta Esteves Grizzi*||Full Member||04.27.2022|
(*) 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||11.16.2021|
|Stefano Mario Giuseppe Viviano||Alternate Member||11.16.2021|
|Eros Gradowski Junior||Alternate Member||11.16.2021|
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, civil engineer, deputy technician in-charge, commercial officer and chairman of CR Almeida S/A Engenharia e Construções; CEO and president of Britane S/A Ind. Químicas, CEO 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.
Juan Angoitia Grijalba holds a B.A. in Business Administration. He joined Ardian in 2013 as General Director. Previously, he worked for five (5) years at Citi Infrastructure Investors (CII) as Investment Principal, based in London. Prior to joining CII, he worked for ten years at Grupo Ferrovial, S.A. He started his career at Cintra as a member of its toll road and airports team. He has over 20 years of experience in the infrastructure industry.
Beniamino Gavio, graduated in Economics from Kensington University, CA, USA. Mr. Gavio serves as chairman of the Board of Directors of the following companies: Argo Finanziaria S.p.A., Nuova Argo Finanziaria S.p.A., Aurelia S.r.l. and Baglietto S.p.A. He also serves as member of the Boards of Director of various companies including IGLI S.p.A., PCA S.p.A. and Gavio e Torti Casa di Spedizioni, which operate in the infrastructure, logistics, financial and nautical industries
Alberto Rubegni, graduated in Civil Engineering. Mr. Rubegni is currently Chairman of ASTM S.p.A. and SINA S.p.A. He is the Chief Executive Officer of Argo Finanziaria S.p.A., Nuova Argo Finanziaria S.p.A. and serves as member of the Boards of Director of various companies including: Sinelec S.p.A; Tangenziale Esterna S.p.A. and Baglietto S.p.A., which operate in the infrastructure, technology and nautical industries. He served as Chief Executive Officer of Impregilo S.p.A., from 2007 to 2012.
Umberto Tosoni, graduated in Management Engineering from Tor Vergata University, Rome, with a specialization in Transport Planning. Mr. Tosoni is currently the Chief Executive Officer of ASTM S.p.A. and Vice Chairman of Sinelec S.p.A. In the past Mr. Tosoni has served as CEO for several motorway concessionaires including Autostrada dei Fiori, Autostrada Turin-Savona, A21 Turin-Piacenza, SATAP A4 Turin-Milan, SAV and SITAF.
Alberto Gargioni, graduated in Business & Administration from Bocconi University in Milan and completed an MBA from the Management School of the Politecnico (MIP), also in Milan. He served as Director and Partner at Leonardo & Co. between June 2006 and September 2015, as Head of M&A for Continental Europe (Italy, France and Germany) at Santander Corporate and Investment Banking 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.
Cesar Beltrão de Almeida, graduated in Civil Engineering from the Federal University of Paraná (UFPR) and an Executive MBA in Team Management from the Fundação Getúlio Vargas. He has worked as civil engineer, director of support to the CEO, CFO and Chief Administrative and Financial Officer of CR Almeida S.A. Engenharia e Construções. He is currently a founding partner of Prospecta Fomento Mercantil S.A. and Procrédito Consultoria e Assessoria Financeira Ltda. and managing partner of the Pater Group (CBB Asfaltos, Tb Transportes and Bosca Asfaltos). He is a member of the board of directors of Primav Construções e Comércio S/A, indirect minority shareholder of EcoRodovias and CEO of Primav Infraestrutura S A, a direct minority shareholder of EcoRodovias. Between May 2009 and June 2021, he served on the board of directors of EcoRodovias.
Ricardo Bisordi de Oliveira Lima, graduated in Civil Engineering from the Polytechnic School of the University of São Paulo, a graduate degree in Controllership, Accounting and Financial Management from the EPGE of FGV-RJ and an MBA from the University of California in Berkeley, USA. He has over 25 years of experience as an executive in infrastructure companies (highways, airports and ports), as well as oil and gas, and retail companies. He served as Executive Officer – Business at CCR (2015 to 2018), Non-Statutory Business Officer (2013 to 2015) and Managing Partner of Angra Infraestrutura, a fund manager (2008 to 2012).
Ana Luci Limonta Esteves Grizzi holds a Masters in Law from Pontifical Catholic University of Sao Paulo (PUC-SP) and a Specialist Degree in Environmental Law from the University of São Paulo (USP). She is an expert in Sustainability/ESG with over 20 years of experience in incorporating environmental, climate and social variables into strategic business planning. She also completed a post-MBA program in Corporate Governance at the Saint Paul Business School. She is emeritus board member at The Nature Conservancy (TNC), director of the Advanced Program on ESG at Saint Paul, member of the ESG Commission of the CFA Society and of ABRASCA, vice-coordinator of the Sustainability Commission at IBGC and coordinator of the ESG Commission at Ibrademp.
Luís Miguel Dias da Silva Santos holds a B.A. in Business Administration and Management from Catholic University of Portugal in Lisbon. He served as a Director and the Chief Financial Officer of the Somague Group in Portugal and later as International Investments Officer of Sacyr in Spain until 2007. From 2007 to 2016, he was a Director and the Chief Financial Officer of the Portuguese group SGC, during which period, as of 2011, he also served as Chairman of the Board of the car-rental company Unidas, SA in Brazil. A Director since 2016, in January 2017 he became the Chief Executive Officer of Ascendi, SGPS, SA, a Portuguese company that controls a portfolio of six highway concessions in Portugal. Ascendi SGPS, SA is a subsidiary of Ardian (France), which holds indirectly an interest in Ecorodovias. In Portugal, he served at non-profit organizations, as Director: Ascendi Invest, S.A., Ascendi Comunicação, S.A., Via Verde Portugal – Gestão de Sistemas Electrónicos De Cobrança S.A., Ascendi Igi, Inovação e Gestão De Infra-Estruturas, S.A., B4A Consultoria E Gestão S A; as Chairman of the Board: Ascendi Operadora Pi Operação e Manutenção Rodoviária S A., Ascendi Pinhal Interior Estradas do Pinhal Interior S A., Ascendi O&M, S.A., Ascendi Pt Sgps, S.A., Ascendi, Sgps, S.A., Ascendi Operadora Gl – Operação e Manutenção Rodoviária S A., Ascendi Operadora Gp Operação e Manutenção Rodoviária S A., Ascendi Operadora Bla Operação E Manutenção Rodoviária SA., Ascendi Operadora Cp, Operação e Manutenção, Rodoviária, S.A., Ascendi Operadora Nt – Operação E Manutenção Rodoviária, S.A. Ascendi Grande Lisboa, Auto Estradas Da Grande Lisboa, S.A., Ascendi Grande Porto, Auto Estradas Do Grande Porto, S.A., Ascendi Beiras Litoral E Alta, Auto Estradas Das Beiras Litoral E Alta, S.A., Ascendi Costa De Prata, Auto Estradas Da Costa De Prata, S.A., Ascendi Norte, Auto-Estradas Do Norte, S.A., Ascendi – Serviços De Assessoria Gestão E Operação S A; as member of the joint-decision body of Santa Casa Misericórdia Da Vila Da Chamusca; as Manager at Pbss – Gestão De Activos e Consultoria Administrativa e de Gestão Lda; and as Managing Partner at Galeria Arte S Mamede Ltda.
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, director at the Grupo Argo Finanziaria S.p.A between September 2005 and July 2013 and CFO and director of the Grupo Argo Finanziaria S.p.A between July 2013 and April 2018, director of the ASTM Group 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 Head of Finance of the ASTM Group and since August 2016, CEO of Igli S.p.A.
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 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.
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, Chief Financial, Investor Relations Officer and Human Resources Management||04.29.2021|
|Rodrigo José de Pontes Seabra Monteiro Salles||Chief Legal Officer||03.10.2022|
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, In 2002, became investor relations and financial officer of Empresa Concessionária de Rodovias do Sul – Ecosul S/A. Since 2005 is CFO of EcoRodovias, as of May 2012, he has held the position of Chief Investor Relations Officer and as of February 2022 and he has also held the position of Chief Executive Officer.
Rodrigo José de Pontes Seabra Monteiro Salles, Lawyer, with a law degree 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.
The table below shows the elected members of the Company’s Fiscal Council and their name, position and election date:
|Sérgio Tuffy Sayeg||Full Member||04.27.2022|
|Paulo Sergio Aldrighi||Full Member||04.27.2022|
|José Boeing||Full Member||04.27.2022|
|João Alberto Gomes Bernacchio||Alternate Member||04.27.2022|
|José Dimas Gurgel||Alternate Member||04.27.2022|
|Eduardo Georges Chehab||Alternate Member||04.27.2022|
Resumes of the members of the Company’s Fiscal Council are presented below:
Sérgio Tuffy Sayeg: Holds a degree in business administration and a graduate 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, Ibmec, Insper, 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, 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). Member of the Board of Directors of Oliveira Trust S.A. (2021 – current). Member of the Fiscal Councils of EcoRodovias Infraestrutura e Logística S.A. (2018 – current), CSU CardSystem S.A. (2008-2016, 2018 – current), Companhia de Saneamento de Minas Gerais – COPASA MG (2018 – current) and Enauta Participações S.A. (2014 – 2019, current). He has also been a member of the Statutory Audit Committees of São Paulo Turismo S.A., Companhia de Engenharia de Tráfego (2018 – current) and Grupo Educacional Multivix (2021 – current). He served as an expert member of the Audit Committee of Banco GM S.A./Chevrolet Serviços Financeiros (2012-2018) and director at Investimentos e Participações em Infraestrutura S.A. – INVEPAR (2017). He served on the fiscal council of Linx S.A. (2018 – 2021), Eldorado Brasil Celulose S.A. (2017), Cia. Providência Indústria e Comércio (2012 – 2015), Marfrig Global Foods S.A. (2010 and 2012) and CR Almeida S.A. Engenharia e Construções (2011 – 2015). He was director of Lojas Salfer S.A. (2007-2009), 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) (1980), a postgraduate in financial administration from Faculdade de Administração e Ciências Econômicas Santana (1982) and completed a specialization program in sports management from Faculdade Trevisan e Brunoro & 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 is currently a consultant at Paldrx Consultoria Ltda. (since March 2011) and administrative superintendent at JN Maxi Comércio de Consultoria Ltda. (since March 2018).
José Boeing: Holds a B.Sc. in Accounting Sciences from the Federal University of Santa Catarina (UFSC). Previously, he served as audit intern, Audit Director and Founding Partner of MOORE CWB Auditores Independentes S/S. Currently, he is the owner of limited-liability sole proprietorship, working predominantly as an accounting and tax consultant for companies in a wide range of industries. He also works on matters related to corporate restructurings at FLUSS Assessoria e Consultoria Contábil.
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 is the Chief Executive Officer of Concessionária do Monotrilho da Linha 18 Bronze S.A. Previously, 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. 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 Audit Board of Lacta S.A. Industria de Chocolates. He is a Member of the Audit Board of Locaweb Serviços de Internet 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: Mr. Gurgel has completed a specialization program in Controllership from FGV-SP and has been working for 45 years at a company that operates in Brazil and Argentina in the fields of steel, metal and chemicals, auto and stationary catalytic converters, recycling, and recovery and refining of precious metals. The company currently has industrial units in Guarulhos, Americana, Manaus and Joinville. However, since it was founded, it has been part of three different international business groups, with more comprehensive operations in other continents.
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 eight years, he has served on the board of directors and fiscal councils of public and private companies. Prior to that, he worked for 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.