CHAPTER III – Management
Article 8. The Company’s management bodies are: (I) the Board of Directors; and (II) the Board of Executive Officers.
Sole paragraph. The Managers shall remain in their offices until the investiture of their successors, unless if otherwise resolved at the General Meeting or by the Board of Directors, as the case may be.
Article 9. The management bodies compensation shall be established by the Company’s General Meeting.
Sole paragraph. The General Meeting may establish the global amount of the management’s compensation, and in this case, the Board of Directors shall resolve on the distribution among its members and the Board of Executive Officers.
Article 10. The Board of Directors shall be composed of, at least, five (5) and at most ten (10) sitting board members, all of them elected and removed from office as resolved at the General Meeting, and deputy members may also be elected, with combined two-(2) year terms of office, and re-election is authorized.
Paragraph 1. In the event of no re-election, the member of the Board of Directors shall remain in the full exercise of his/her duties until the investiture of the person elected to replace him/her.
Paragraph 2. Out of members of the Board of Directors, at least two (2) or twenty percent (20%), whichever is higher, shall be Independent Board members, as laid down by the “Novo Mercado” Rules, and the characterization of those appointed to the board of directors as independent members must be discussed and voted at the general meeting to elect them, also considering as independent board member(s), if the Company has a controlling shareholder, that one (those) elected as authorized by Article 141, Paragraphs 4 and 5 of Law 6,404 of December 15, 1976, as amended (“Law 6,404/76”).
Paragraph 3. If in view of the calculation of the percentage referred to in the paragraph above, results in a fractional number of board members, it shall be rounded off to a whole number immediately higher.
Paragraph 4. The investiture of members of the Board of Directors shall be subject to the previous signature of instrument of investiture, drawn up in the Minutes book of the Board of Directors Meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, according to the terms enacted by laws and in compliance with applicable legal requirements.
Paragraph 5. In the event of impediment or absence, the sitting Board member will be replaced with respective deputy, if any. In the event the sitting Board member position is vacant, due to decease or resignation, the respective deputy, if any, will replace him until the expiration of term of office. In the event of withdrawal with or without cause, the General Meeting shall elect his deputy. In other cases of vacant position, the new member shall be elected as resolved at the General Meeting.
Paragraph 6. The Board of Directors shall have one chairman and one vice-chairman, both elected as resolved by the majority of its members.
(i) In the event of impediment or absence of the Chairman of the Board of Directors, his duties shall be performed by the Vice-Chairman of the Board of Directors.
(ii) In the event of impediment or absence of the Vice-Chairman of the Board of Directors, his duties shall be performed by a Director to be elected by majority vote of the other sitting Directors.
Paragraph 7. The positions of chairman of the Board of Directors, vice-chairman of the Board of Directors and Chief Executive Officer or top executive of the Company cannot be cumulated by same person.
Paragraph 8. The Board of Directors, with a view to better assisting its discussions and resolutions, may be divided into committees, commissions or work groups, permanent or temporary, at least, an “Audit Committee”, a “People Management and Governance Committee” and a “Investment, Finance and Risk Committee”, preferably only composed of the Company’s board members. Nevertheless, board members may appoint, at the Board of Directors meeting, external specialists to attend the meeting as members of the committees, commissions or work groups, except that in this case the majority shall be composed of members of the Board of Directors.
Paragraph 9. The board member may be represented at the Board of Directors meetings by proxy granted to another board member, who on behalf of the grantor, shall exercise the voting right, observing Paragraph 5 of Article 11 hereof.
Paragraph 10. The member of the Board of Directors shall have flawless reputation and may not be elected, unless if exempted by the General Meeting, that member to: (i) hold position in an organization competing with the Company; and/or (ii) to have or represent conflicting interest with the Company’s interests.
Article 11. The Board of Directors shall meet every two months or whenever necessary as convened by its Chairman or any of its sitting board members.
Paragraph 1. The call notice, including date, time and venue, as well as a detailed specification of the matters to be discussed and resolved or only for discussion, shall be sent in writing to the board members, at least, seven (7) days in advance.
Paragraph 2. The quorum for instatement of the Board of Directors, in a first or second call shall occur by majority of members elected and in office of the Board of Directors, sitting or deputy members and the latter shall replace one sitting board member, pursuant to these Bylaws.
Paragraph 3. The resolutions of the Board of Directors shall always be taken by majority vote of attending members of the Board of Directors and each board member shall have one (1) vote at the Board of Directors meetings.
Paragraph 4. If all members of the Board of Directors attend the meeting, the call notice including the formalities and earliness required herein is not necessary and if all members agree, any matter under the scope of the Board of Directors may be purpose of discussion and resolution.
Paragraph 5. The Board of Directors meetings may be held via video conference or conference call and those board members participating at the meeting through these means shall be equally deemed as attending the meeting. The member to participate by means of video conference or conference call shall confirm his/her vote by means of written statement sent to the Chairman of the Board of Directors via facsimile or e-mail, immediately after the meeting.
Paragraph 6. Minutes of the Board of Directors meetings shall be drawn up, which shall be signed by everyone and recorded in the Minutes Book of the Board of Directors Meetings and whenever these meetings contain resolutions to produce effects before third parties and their extracts shall be filed at the appropriate Board of Trade and published.
Article 12. It shall be incumbent upon the Board of Directors: (I) to establish the general guidance of the Company’s businesses; (II) to elect and remove from office the members of the Board of Executive Officers and determine their duties, pursuant to the Company’s internal regulations and these Bylaws; (III) to inspect the management of Executive Officers, examining at any time, the Company’s books and documents, requesting information about the agreements executed or to be executed and any other acts; (IV) to convene the Annual General Meeting, within the four months following the end of the fiscal year, and whenever necessary, the Extraordinary General Meeting; (V) to render an opinion on the Management’s accounts and report; (VI) to approve: (a) acts or contracts implying obligation to the Company, on an individual or aggregate basis, in amount exceeding two million and five hundred thousand reais (R$2,500,000.00), when not provided for in the Business Plan; (b) acts or contracts implying the sale, leasing, rental or assignment, on a free-of-charge or onerous basis, as well as the execution of any acts resulting in encumbrances on any account of real properties or permanent assets, in amount equal to or exceeding one million reais (R$ 1,000,000.00), including shares, quotas or interests in other companies; (c) the “Business Plan”, defined as Annual Budget, consisting of the planning of the Company’s and its subsidiaries’ activities and amendments; (d) follow-up reports of the Company’s and its subsidiaries’ business plans; (e) indebtedness, investments and capital expenses not estimated or exceeding those provided for in the Business Plan; (f) the signature, amendment or termination of highway concession agreements to which the Company is party or any of its subsidiaries; (g) the Company’s participation in public biddings; (h) the opening or closing of branches, offices or agencies of the Company, in Brazil or abroad; (i) the Company’s interest, as partner, shareholder or quotaholder, in other companies, as well as consortium or entering into a group of companies; (j) the depositary financial institution of shares and other securities issued by the Company; (k) the personnel policy, including compensation and profit sharing; (l) private pension plan; (m) the Company’s Internal Regulations and Code of Business Conduct; (n) the Company’s dividend policy; (VII) to resolve, within the limit of authorized capital, on the capital stock increase including the issuance of common shares, warrants or call option or common share subscription; (VIII) to appoint independent auditors and remove them from office and ratify the internal audit plan; (IX) to guide the Company’s voting at the General Meetings or Partners’ Meetings of its subsidiaries or company to hold voting right interest; (X) to examine and ratify, or not, the analyses and recommendations prepared by committees, commissions or work groups composed of the Board of Directors; (XI) to approve the execution of agreements between the Company or its subsidiaries and any of its shareholders or controllers of its shareholders or subsidiaries or associated companies of the Company’s shareholders or controlling shareholders, and any member of the Board of Directors may previously and appropriately request the preparation of an independent appraisal conducted by a specialized company that will review the terms and conditions of the engagement proposal and will analyze its accordance with the arm’s length conditions; (XII) to approve the execution of agreements between the Company and any corporation to which the Company is shareholder or quotaholder; (XIII) to decide on the acquisition of the Company’s shares to be held in treasury or canceled, as well as their resale or replacement on the market, including for the purpose of stock option plans, in accordance with rules of the CVM and the applicable legislation; (XIV) to recommend the terms and conditions of the Company’s stock option plans to a General Meeting and implement their regulations, as approved by said Meeting; (XV) agree or disagree with any public tender offer aiming the Company‘s shares through substantiated favorable or unfavorable opinion, released within fifteen (15) days as of the publication of the call notice for the public tender offer, which shall include, at least, (i) the convenience and the appropriateness of the public tender offer as to the interest of the Company and the group of its shareholders, including in terms of price and potential impacts on the liquidity of shares; (ii) the strategic plans revealed by offeror in relation to the Company; and (iii) alternatives to the acceptance of the public tender offer available in the market.
Article 13. The Company’s Board of Executive Officers is composed of, at least, six (6) and at most, eight (8) members residing in the country with the following designations: Chief Executive Officer; Highway Business Officer; Chief Financial Officer; Logistics Business Officer; Business Development Officer; Investor Relations Officer; People Management Officer; and Chief Legal Officer.
Paragraph 1. It shall be incumbent upon the Chief Executive Officer to seek growth, strategically manage the Company and its subsidiaries, conduct the business in general, enter into new businesses, represent the Company, design strategic planning, promote corporate policies, value business and maximize return to shareholders.
Paragraph 2. It shall be incumbent upon the Highway Business Officer to conduct the business relating to highway concession agreements and capture related synergy, as well seek its operations‘ growth by expanding its current activities and obtaining new businesses, with the support of the corporate structures. Moreover, the Highway Operations Officer is in charge of corporate engineering and technology within the EcoRodovias Group.
Paragraph 3. It shall be incumbent upon the Chief Financial Officer to provide EcoRodovias Group’s capitalization, self-sufficiency and financial management, as well as to establish financial market relations. Moreover, the Chief Financial Officer is in charge of the corporate economic and financial planning, finance and controllership within the EcoRodovias Group.
Paragraph 4. It shall be incumbent upon the Business Development Officer to engage in prospecting, development and support to the Highway Business and Logistics Business Officers with regards to new business and government authority relations.
Paragraph 5. It shall be incumbent upon the Logistics Business Officer to conduct logistics and related affairs and capture synergies, as well as to seek its operations’ growth by pursuing new businesses, with the support of corporate structures.
Paragraph 6. It shall be incumbent upon the Investor Relations Officer to manage the integrated financial communication program – investor relations, financial media and control agencies, as well as other institutions operating in the capital markets.
Paragraph 7. It shall be incumbent upon the People Management Officer to strategically manage staff, ensuring the availability of qualified persons, for aligned and motivated teams that support current operations and growth challenges. Moreover, the Personnel Management Officer is in charge of corporate personnel management within the EcoRodovias Group.
Paragraph 8. It shall be incumbent upon the Chief Legal Officer to provide legal advisory to the Company’s areas, preserve corporate security and coordinate all advisory and litigious area within the EcoRodovias Group.
Paragraph 9. The executive officers shall be elected and removed from office by the Board of Directors. The term of office is two (2) years, and re-election is authorized. The executive officer’s term of office shall be extended until the investiture of new member elected for the same position.
Paragraph 10. The executive officers investiture shall be subject to the previous signature of the instrument of investiture, drawn up in the Minutes Book of the Board of Executive Officers meetings, which shall include their agreement with the arbitration clause referred to in article 31 of these Bylaws, for the term enacted by laws and the compliance with other applicable legal requirements.
Paragraph 11. In absences and impediments of the Chief Executive Officer, his duties shall be performed by the Executive Officer appointed thereby. In absences and impediments of other executive officers, the Chief Executive Officer shall designate his substitute. In the event the executive officer position is vacant, the Board of Directors shall convene to elect the substitute.
Article 14. Each Executive Officer has full powers of administration and business management, within the limits of his duties in view of these Bylaws, internal regulations or resolution of the Board of Directors, observing the Company’s purpose, as well as legal and regulatory limitation periods.
Article 15. The Company’s representation, as plaintiff or defendant, in acts and businesses in general shall occur by means of: (I) two (2) executive officers’ joint signature, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer; (II) one (1) Executive Officer jointly signing with one (1) attorney-in-fact with special powers; or (III) two (2) attorneys-in-fact with special powers jointly signing.
Article 16. The Company may be represented by one (1) Executive Officer or one (1) attorney-in-fact with special powers, severally, in the following acts or businesses: (I) representation before the federal, state or municipal public administration, directly or indirectly, in the treatment of daily matters; (II) collection of the Company’s credits; (III) endorsement of bonds and instruments or deposit for credit to the Company’s behalf; (IV) the Company’s representation at the General Meeting or partners meeting of subsidiaries and other companies in which equity interest is held; (V) the Company’s representation in court or in administrative proceeding.
Article 17. The attorney-in-fact mentioned in items II and III of Article 15 and caput of Article 16 shall be granted a power of attorney by public or private instrument signed by two (2) Executive Officers, one (1) of which shall be the Chief Executive Officer or the Chief Financial Officer, and their powers shall be effective for a limited term, except for the assumption of proxy granted for legal purposes, which may be granted for an indeterminate term.
Article 18. The acts performed by Board Members, Executive Officers, attorneys-in-fact or employees involving business outside the scope of the Company’s purpose, including sureties, “aval” guarantees, endorsement or any guarantee not related to the Company’s purpose or that may conflict with these Bylaws shall be expressly prohibited and deemed null and invalid in relation to the Company.