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, 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.

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. Mr. Gavio serves as director of the following companies: Cerri Cantieri Navali S.p.A.; Flaminia di Gavio Beniamino e C. S.a.s.; Gavio e Torti Casa di Spedizione S.p.A.; IMCO Progetti e Construzioni S.r.l.; PCA S.p.A. e Interstrade S.p.A. He also serves as Chairman of the following companies: Argo Finanziaria S.p.A.; Aurelia S.r.l.; Baglietto S.p.A.; Interstrade S.p.A.; e SEA Segnaletica Stradale S.p.A., which operate in the infrastructure, logistics, financial and nautical industries.

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 Italy in 1996 and completed an MBA from the Management School of the Politecnico (MIP) in Italy in 1999. 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.

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.

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).

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.

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 a member of the Board of Trustees of FIA Business School, Vice President of the Advisory Board of CDP and member of the Technical Council of Instituto Ekos Brasil. 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, 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.

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, 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. 

Roberto Borges Paiva: Mr. Paiva 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.

Andrea Fernandes: Ms. Fernandes has been with the Company for 9 years, having held the positions of Investor Relations and Funding Officer and Investor Relations Manager. She has also worked in the finance area in ​​companies such as Suzano Papel e Celulose, AES Eletropaulo (currently Enel) and Santander.  She holds a degree in business administration, a post-graduate program in finance from the Fundação Getulio Vargas and an MBA in finance from Ibmec – SP.

Fabio Trugillo: Mr. Trugillo has been with the Company for 13 years, 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 and an MBA in finance and control from the Fundação Getulio Vargas and an MBA in Planning from FIA (Fundação Instituto de Administração).

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 04.19.2023
Paulo Sergio Aldrighi Full Member 04.19.2023
José Boeing Full Member 04.19.2023
João Alberto Gomes Bernacchio Alternate Member 04.19.2023
José Dimas Gurgel Alternate Member 04.19.2023
Eduardo Georges Chehab Alternate Member 04.19.2023

 

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, 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. since July, 2021. Member of the Fiscal Councils of EcoRodovias Infraestrutura e Logística S.A. (2018 – current) and Companhia de Saneamento de Minas Gerais – COPASA MG (2018 – current). He has also been a member of the Statutory Audit Committees of Enauta Participações S.A. (2022), São Paulo Turismo S.A., Companhia de Engenharia de Tráfego (2018 – current) and Grupo Educacional Multivix (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). He served as an expert member of the Audit Committee of Banco GM S.A. – Chevrolet Serviços Financeiros (2012-2018). He served on the fiscal council of CSU CardSystem S.A. (2008 – 2016, 2018 – 2021), Enauta Participações S.A. (2014 – 2019, 2021), 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 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, including on matters related to corporate restructurings.

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 degrees in Project Technology from Faculdade de Tecnologia de São Paulo and in Business Administration from Universidade Mackenzie, and has completed a specialization program in Controllership from FGV-SP. He worked in Costs and Controllership at a few divisions of the Degussa Group and, during 30 years, 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 US group OMG and then by Belgium multinational Umicore, initially concentrating its activities in the metallurgy and metallochemistry of precious metals, automotive catalysts, recycling, recovery and refining of precious metals. At Umicore, he worked for over 15 years in the Costs & Controllership areas and for some time, was responsible for the Budget, Planning and Logistics areas of Brazil (Guarulhos and Manaus units) and supporting the plants in Americana (SP), Joinville and Argentina. In 2017 and 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 Audit Board 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 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.