Board of Directors, Management and Fiscal Council
Board of Directors
The Board of Directors is composed of nine members (including three independent members). 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||04.16.2020|
|Alberto Rubegni||Full Member||04.16.2020|
|Beniamino Gavio||Full Member||04.16.2020|
|Cesar Beltrão de Almeida||Full Member||04.16.2020|
|João Alberto Gomes Bernacchio||Full Member||04.16.2020|
|Juan Angoitia Grijalba||Full Member||04.16.2020|
|Jorge Alberto Eduardo Fergie Corser*||Full Member||04.16.2020|
|Ricardo Bisordi de Oliveira Lima*||Full Member||04.16.2020|
|Sonia Julia Sulzbeck Villalobos*||Full Member||08.05.2020|
|Eros Gradowski Junior||Alternate Director||04.16.2020|
|Luís Miguel Dias da Silva Santos||Alternate Director||04.16.2020|
|Umberto Tosoni||Alternate Director||04.16.2020|
(*) Independent Director: the selection of the independent directors has as a parameter the criteria recommended by the IBGC
Resumes of the members of the Company’s Board of Directors are presented below:
Marco Antonio Cassou, Brazilian, 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.
Alberto Rubegni, Graduated in Civil Engineering. Mr. Rubegni served as Chief Executive Officer of Impregilo S.p.A. from 2007 to 2012, and is currently Chief Executive Officer of ASTM S.p.A. and Itinera S.p.A. He serves as member of the Board of Directors of the following companies: Argo Finanziaria S.p.A.; BREBEMI S.p.A.; Autostrade Lombarde S.p.A.; Tangenziale Esterna S.p.A.; Sina S.p.A; and Baglietto S.p.A., companies operating in the infrastructure, logistics and nautical industries.
Beniamino Gavio, Graduated in Economics from Kensington University, CA, USA. Mr. Gavio serves as executive officer in the following companies: Cerri Cantieri Navali S.p.A.; Flaminia di Gavio Beniamino & C. S.a.s.; Gavio e Torti Casa di Spedizione S.p.A.; IMCO Progetti e Construzioni S.r.l.; PCA S.p.A.; Interstrade S.p.A.; and SIAS S.p.A. – Società Iniziative Autostradali e Servizi. He serves as chairman of the Board of Directors of the following companies: Argo Finanziaria S.p.A.; Aurelia S.r.l.; Baglietto S.p.A.; Interstrade S.p.A.; and SEA Segnaletica Stradale S.p.A., companies operating in the infrastructure, logistics, financial and nautical industries.
Cesar Beltrão de Almeida, Brazilian, He has a degree in civil engineering from the Universidade Federal do Paraná (UFPR) and an Executive MBA in Team Management from the Fundação Getúlio Vargas. He has worked as civil engineer, Advisory Officer to the CEO, Chief Financial Officer and Chief Administrative and Financial Superintendent at CR Almeida S.A. Engenharia e Construções. He is currently the founding partner of Prospecta Fomento Mercantil S.A and Procrédito Consultoria e Assessoria Financeira Ltda, as well as the managing partner of the Pater Group, which consists of CBB Asfaltos, Tb Transportes and Bosca Asfaltos. He’s on the Board of the CR Almeida Group and has been on the Board of EcoRodovias since 2009.
João Alberto Gomes Bernacchio, Brazilian, graduated in Business Administration from FAAP. He was director of underwriting and global emission of ADR’s from Citibank N.A.; Investment Officer of Banco Schain Cury S.A.; President of ABAMEC – Brazilian Association of Capital Market Analysts – SP and vice-president of national ABAMEC; member of the ethics board of IBRI – Brazilian Institute of Investors Relation. Today, he is member of the higher board of self regulation of ANBID – National Association of Banks and Investments, of sub group of working – 4 of the Central Bank of Brazil – Financial Subjects of Mercosul, capital market officer of IBEF-SP – Brazilian Institute of Finance Executives. He is CEO of CR Almeida group since 1998.
Juan Angoitia Grijalbaholds 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
Jorge Alberto Eduardo Fergie Corser, Venezuelan, engineer and holds a M.Sc. (Industrial Engineering) from Stanford University (California, USA). He was Managing Director of KKR from 2013 to 2018 and Partner of McKinsey & Company for approximately 30 years (from 1984 to 2013). He founded Nimax Capital in 2018 (investment and advisory firm) and currently is a Member of the Board of Directors of Monterra (KKR portfolio company), Advisory Board Member at Afiniti (Washington DC-based artificial intelligence company), Starboard (São Paulo-based investment company), UP Offshore (Brazilian logistics company) and I4 PRO (Brazilian software company).
Ricardo Bisordi de Oliveira Lima, Brazilian, holds a BS in Civil Engineering (Universidade de São Paulo, Polytechnic School) and Graduation Degrees in Finance (Fundação Getúlio Vargas/RJ – EPGE – Economics Graduate School) and Business Administration (University of California, Berkeley). Mr. Bisordi has more than 25 years experience as a senior executive in several companies in infrastructure (roads, airports and ports), oil and gas, and retail. Mr. Bisordi was CCR‘s Business Director (from 2015 to 2018), CCR‘s non-statutory Business Director (from 2013 to 2015) and CEO of Angra Infraestrutura (from 2008 to 2012).
Sonia Julia Sulzbeck Villalobos, Brazilian, Sonia is founding partner of Villalobos Consultoria Ltda. She serves on the boards of directors of Petrobras, Telefônica Vivo and LATAM Airlines. Until the end of 2019, she taught finance-related disciplines at the graduation programs at Insper. Until the end of 2015, she was a partner at Lanin Partners LLC, managing long/short funds of Latin American stocks. Between 2005 and 2009, based in Santiago, Chile, she was Fund Manager for Latin America, managing mutual and institutional funds for Larrain Vial AGF. From 1996 to 2002, she was responsible for private equity investments in Brazil, Argentina and Chile at Bassini, Playfair and Associates, LLC, also serving on various boards of Brazilian companies, such as TAM Linhas Aéreas and Método Engenharia, as well as Argentinian and Chilean companies. Before that, in 1989, she was Head of Research at Banco Garantia. Villalobos earned a degree in public administration from EAESP/FGV in 1984 and a master’s degree in finance from the same institution in 2004. She was the first person to receive the Chartered Financial Analyst (CFA) certification in Latin America, in 1994, and was president of CFA Society Brazil, a non-profit association that represents the around 1,000 CFA-certified professionals in the country.
Eros Gradowski Junior, Brazilian, He holds a degree in Law from Faculdade de Direito de Curitiba (1986), with specific qualification in criminology, executive criminal law and economic criminal law and a graduate degree from PUC-PR (1990), didactics of higher education of law. He was a civil and commercial law professor at PUC-PR between 1989 and 2001, a professor at Escola Paranaense de Magistratura between 1995 and 1997 in the same subjects, and acts as lawyer in the State and Federal Courts of the State of Paraná, Rio Grande do Sul, Santa Catarina, Pará and Amapá.
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.
Umberto Tosoni, Degree in Engineering from Universidade de Engenharia de Roma Tor Vergata, in the field of management engineering, and specialization in transportation planning. Mr. Umberto is a Board Member of SIAS S.p.A. – Società Iniziative Autostradali e Servizi and Chief Executive Officer of the following companies: SITAF S.p.A. (tunnel of Frejus – between Italy and France), SATAP S.p.A. (road between Milan and Turin and road between Turin and Piacenza), Autostrada Asti-Cuneo S.p.A. (road between Asti and Cuneo), e SAV S.p.A. (road between Quincinetto and Aosta).
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 Financial, Investor Relations Officer and Human Resources Managment||04.26.2017|
|Marcelo Lucon||Chief Legal Officer||04.26.2017|
|Nicolò Caffo||General Manager||04.06.2018|
Resumes of the Company’s executive officers are presented below:
Marcello Guidotti, Italian, 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 also held the position of Chief Investor Relations Officer.
Marcelo Lucon Brazilian, He holds an undergraduate degree in Law from Universidade São Paulo, a master‘s degree from the law school of Universidade São Paulo and an LLM from the University of London. Over the past six years, he worked as Manager and Chief Legal Officer and was a member of the Board of Directors and Fiscal Council of companies of the Camargo Correa group. He was an alternate member of the Fiscal Council of Alpargatas S/A. He is currently the Chief Legal Officer at EcoRodovias Infraestrutura e Logística S/A.
Nicolò Caffo, Mr. Caffo holds a B.S. in Civil Engineering from the University of Bologna and a master’s degree in Business Administration from the Massachusetts Institute of Technology (MIT). Over the past six years, he served as regional manager for Atlantia, responsible for the company‘s business in the United States and Poland, and as technological business development manager for Atlantia. Previously, he worked at companies such as McKinsey & Company, Bank of America Securities and Matildi General Engineering (MGE).
The table below shows the elected members of the Company’s Fiscal Council and their name, position and election date:
|Name||Positions||Date of Election|
|Sérgio Tuffy Sayeg||Full Member||04.16.2018|
|Paulo Sergio Aldrighi||Full Member||04.16.2018|
|Luiz Alberto de Castro Falleiros||Full Member||04.16.2018|
|Ângelo César Cossi||Alternate Member||04.16.2018|
|Eduardo Georges Chehab||Alternate Member||04.16.2018|
Resumes of the members of the Company’s Fiscal Council are presented below:
Sérgio Tuffy Sayeg: He holds a degree in business administration and a master’s degree in capital markets from the School of Economics, Administration and Accounting of the University of São Paulo. He is a professor in MBA and executive education programs at the Fundação Instituto de Administração (FIA), Ibmec, Insper, as well as financial and capital market entities. He also has the following certifications: “Director by Experience” and “Audit Board Member by Experience” from the Brazilian Institute of Corporate Governance (IBGC), “National Certification for Investment Professionals” from the Association of Capital Markets Analysts and Investment Professionals (APIMEC) and ANBIMA Professional Certification – series 20. Since 1976, he has been working in the financial and capital markets, having worked as executive and executive officer at Unibanco, Banco London Multiplic, Safra, Seller DTVM, Banco Fibra, Dresdner Asset Management, São Paulo Stock Exchange, Companhia de Saneamento Básico do Estado de São Paulo (SABESP) and Financial Investor Relations (FIRB). He has been a member of the Fiscal Council of EcoRodovias Infraestrutura e Logística S.A. (since 2018), CSU CardSystem S.A. (2008-2016, 2018 – current), Enauta Participações S.A. (since 2014), Companhia de Saneamento de Minas Gerais – COPASA MG (since 2018) and Linx S.A. (since 2018). He has also been a member of Statutory Audit Committees of São Paulo Turismo S.A. and Companhia de Engenharia de Tráfego (since 2018). He was a specialist member of the Audit Committee of Banco GMAC S.A./Chevrolet Serviços Financeiros (2012-2018) and director at Investimentos e Participações em Infraestrutura S.A. – INVEPAR (2017). He was also member of the Audit Board of 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 a director at Lojas Salfer S.A. (2007-2009), member of KPMG’s Audit Committee Institute, EY Board Members Program, the Communication and Stock Market Commissions and the Community of Certified Directors of IBGC. He also served on the Board of Directors of the Brazilian Institute of Investor Relations (IBRI) (2003-2008) and was 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 master’s degree 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).
Luiz Alberto de Castro Falleiros: Mr. Falleiros started his career in March 1979 at Cotriexport Cia. de Comércio Internacional in Porto Alegre, analyzing and building econometric models of price behavior at the soybean complex at the Chicago Board of Trade. In March 1980, he joined Banco Finasa de Investimento S/A as a junior analyst.In April 1981, he joined Banco Itaú S/A as investment analyst, working in various sectors and taking several courses in his field. In September 1984 he joined Cia. Suzano de Papel e Celulose as planning coordinator, where his work included analysis of companies for investment by Suzano, projection of the company’s cash flow and advisory to the general manager on working with market analysts. In May 1986 he joined Banco Multiplic S/A as investment analyst. He played an active role in redesigning the analysis techniques adopted and was promoted as underwriting manager in September 1988. He participated in various operations, while also strengthening the company’s interbank relationship using his expertise in analysis. In September 1991, he joined Banco ABC-ROMA as deputy underwriting director; in July 1992, he became investor director, responsible for underwriting and asset management. In this period, the institution expanded its presence in both markets, accompanied by growth of its portfolios, especially with regard to Foundations. Between September 1996 and April 1997, he was a consultant at Cavalcante&Associados, a consulting firm focusing on finance courses and investment projects, as well as costs and financial restructuring of companies. In May 1997, he became superintendent of market relations at SABESP, entrusted with implementing a policy to strengthen the company’s relations with investors and analysts in both the domestic and international markets. He was actively involved in various due diligence procedures and road shows in the U.S. and Europe during this period, with active participation in the internal and external discussions on the admission of a strategic partner for SABESP. In May 1998, he joined Banco Real de Investimento S/A (currently Banco Alfa de Investimento S/A) as general manager – corporate finance, responsible for originating new business for the Underwriting, Mergers & Acquisitions and Project Finance areas. In January 1999, he began working in the Commercial department, responsible for structuring operations and acting as the interface between the branches and the head office on the credit proposals sent by them. In April 2000, he founded Fasce, a consulting company, where he currently is independent director.
Ângelo César Cossi: Mr. Cossi obtained a degree in economics from Mackenzie University in 1979. He was department manager at Banco Bradesco de Investimentos S.A. between 1980 and 1990.Between 1990 and 1994, he worked at Banco Crefisul de Investimentos as deputy investment director. From 1994 to 1996, he was investment director at Síntese Corretora de Valores e Câmbio. Between 1996 and 2012, he was managing partner at Banco Geração de Investimentos e Geração Corretora de Valores Mobiliários S.A. He has been a partner at AMC & Sons Empreendimentos Imobiliários since 2012..
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: In the last six years, he was member of board of directors, audit board and advisory council. He worked as a consultant in the implementation of corporate governance practices and improvement of corporate financial management, and has also taught Corporate Governance and Corporate Finance in graduate and MBA programs. He currently serves on the board of directors of Tonon Bioenergia (sugar and ethanol power plant) which, after one year of intense negotiations with various creditors, had its court-supervised reorganization plan ratified in April 2017 and is currently in this reorganization process. He was also a member of the Audit Boards of Editora do Brasil, Multiner and Mesa Participações, as well as an advisor to a privately-held family business. Between 2014 and
2016, he was director at OSX Brasil and member of the audit board at Banco do Brasil. Prior to that, he worked for 30 years in the financial markets, 20 of them as an executive in the area of credit for medium/large companies at ABN AMRO Real and WestLB banks and as director of corporate governance rating and score at Standard & Poor’s.