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
Juan Angoitia Grijalba Full Member 04.16.2020
Ricardo Bisordi de Oliveira Lima* Full Member 04.16.2020
Sonia Julia Sulzbeck Villalobos* Full Member 08.05.2020

(*) 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 Director 04.16.2020
Umberto Tosoni Alternate Director 04.16.2020

 

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.

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

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.

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).

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 Financial, Investor Relations Officer and Human Resources Management 04.26.2017
Marcelo Lucon Chief Legal Officer 04.26.2017

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.

Fiscal Council

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 04.28.2021
Paulo Sergio Aldrighi Full Member 04.28.2021
Caio Cezar Monteiro Ramalho Full Member 04.28.2021
Gaspar Carreira Junior Alternate Member 04.28.2021
José Dimas Gurgel Alternate Member 04.28.2021
Eduardo Georges Chehab Alternate Member 04.28.2021

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

Sérgio Tuffy Sayeg: Mr. 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 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).

Caio Cezar Monteiro Ramalho: Mr. Ramalho has amassed over 24 years of experience in Business Investment and Analysis, having worked in Private Equity, Investment Banking, Asset Management and consulting. He is the founding partner of Faerûn Ventures, a company that provides corporate training, consulting and advisory services in Private Equity and Venture Capital, Corporate Governance, Investment, Innovation and Startups, Valuation and M&A. He has worked for 15 years as a professor for executive education, including MBA programs, in the fields of Finance, investment and Business, and for graduate and LL.M. programs in the fields of Corporate, Tax and Technology Law, including at the Getúlio Vargas Foundation (FGV) since 2010 and at Pontifical Catholic University of Rio de Janeiro (PUC-RJ) from 2014 to 2018. Currently, he is a member and coordinator of the startups and scale-ups commission of the Brazilian Corporate Governance Institute (IBGC). He holds a B.A. in Business Administration from the Federal University of Rio de Janeiro (UFRJ), an MBA in Investment Analysis from PUC-Rio, a master’s degree in Economics (Finance) from FGV and a doctoral degree in Engineering (Management & Innovation) from UFRJ.

Gaspar Carreira Junior: Mr. Carreira Junior has worked as a Financial executive for over 25 years. He has served as a member of Director, Advisory, Tax and Innovation boards, with certifications from the IBGC, CelintBra, GoNews, ICSS and Previc. He also has worked in the Telecom, Automotive, Retailing and Private Pension industries and at charitable organizations at Brazilian, multinational and startup companies. From 1992 to 1999, he was Coordinator of Managerial Information and Budget Supervisor at Coca-Cola – Grupo Andina. From 1999 to 2019, he was Financial Services Director at Grupo Oi. He is owner-partner of Carreira Jr. Consultoria em Gestão Empresarial e Financeira, a consulting firm specializing in recovering financial and operating performance and corporate governance. He is a sitting member on the Board of Auditors of various companies, including Padtec S.A., FRAS-LE, Sistel, Oi Futuro and SETA, and an alternate member at Vale, Eletrobrás and Fundação Atlântico. Currently, he is Audit Committee Member at Padtec S.A., Audit Board Member at Sul América S.A., Alternate Audit Board Member at Grupo Mateus S.A., Advisory Board Member at Sai do Papel (startup accelerator) and at Netword Agro (technology startup and crop monitoring) and Coordinator of the Strategy & Marketing Committee at ABC3 – Associação Brasileira de Conselheiros Consultivos Certificados. He holds a B.Sc. in Economics from Cândido Mendes University, a graduate degree in Finance from Pontifical Catholic University of Rio de Janeiro (PUC-RJ) and an Executive MBA from Coppead-UFRJ.

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.