Councils, Committees and Board

board of directors

The Bylaws of Companhia de Gás de São Paulo - COMGÁS ("Company") provide that the Board of Directors shall consist of seven (07) to thirteen (13) members, elected and dismissed by General Meeting, whose mandate will be 2 (two) years, being allowed re-election for equal periods, with 01 (one) Chairman and one (01) Vice-Chairman, elected by the members of the Board, by majority vote at the first meeting after their inauguration or whenever there is resignation or vacancy in office, re-election being allowed for subsequent periods. Members of the Board of Directors may not be absent from the performance of their duties over thirty (30) consecutive days, under penalty of removal from office, except for leave granted by the Board of Directors. The Board of Directors is responsible, among other tasks, without prejudice to any other duties as may be conferred by law or by the Bylaws, for setting the general direction of the Company. According to the Law of Corporations, the Board of Directors is also responsible for hiring independent auditors. The table below lists the current members of the Board of Directors. 

Name POSITION ELECTION DATE END OF TERM
Rubens Ometto Silveira Mello Chairman of the Board 04/25/2018 2020 OGA


Mechanical Production Engineer at the Polytechnic School of the University of São Paulo (1972). Chairman of the Board of Cosan S.A, a holding company active in the gas and energy segments, since 2000 and Cosan Limited. since 2015. He is also CEO of Cosan Limited, a holding company, all belonging to the Company's economic group. Since 1980, he has been CEO and Chairman of the Board of Directors of Costa Pinto S.A., a sugar mill. Since 1998, he has been Chairman of the Board of Directors of Rumo Logística Operadora Multimoldal S.A., in the logistics segment, and since 2005, has been Director and Chairman of the Board of Directors of Aguassanta Participações S.A., a holding company. He has also held the position of Counselor at UNICA - Union of Sugarcane Agroindustry of the State of.

Marcos Marinho Lutz Vice-Chairman 04/25/2018 2020 OGA

Member of the Board of Cosan S.A. since 2009, a company that integrates the controlling block of Comgás, currently holds the position of CEO of Cosan Limited. Master in Business Administration from the Kellogg Graduate School of Management, Northwestern University, and graduated in Naval Engineering from the Polytechnic School. Before joining Cosan, he served as Infrastructure Executive and Energy Director at CSN, in the steel segment, for four years and was a member of the board of logistics company MRS Logística and CFN Railways and energy company Energy Ita. Before that, he was director of Ultracargo SA, the Ultra Group's logistics subsidiary.

Marcelo Eduardo Martins Board Member 04/25/2018 2020 OGA

CFO and IRO in Cosan Ltd, and member of the Board of Directors of Cosan S.A. since 2009, a company that integrates the Comgás' control block. Holds a business administration Bachelor by Getulio Vargas Foundation, specializing in finance. He joined the Cosan group in July 2007 as executive at Aguassanta Participações SA. Was CFO and Development at Votorantim Cimentos, in the cement segment, between July 2003 and July 2007. Before that, he commanded the Fixed Income department Latino American financial institution Salomon Smith Barney in New York, USA.

Luis Henrique Cals de Beauclair Guimarães Board Member 04/25/2018 2020 OGA

Graduated in Statistics, with MBA in Marketing. He served as Director of Marketing Americas Shell Lubricants, Energy, Oil and Gas from January 2008 to March 2011 in Houston / USA. From 2011 to 2012, he held the position of Commercial Executive Vice President of Raízen Combustíveis (a member of the Company's economic group, which operates in the energy, oil and gas sectors), held the position of Chief Executive Officer and Investor Relations Officer of Comgás and currently holds the position of CEO of Raízen S / A since April 1, 2016.

Nelson Roseira Gomes Neto Board Member 04/25/2018 2020 OGA


Graduated in Engineering (1992), Master in Corporate Finance (1998) and Master of Business Administration (2001). Currently CEO of Comgás, until April 2016 he also served as CEO of Cosan S / A, a holding company active in the gas and energy segments that is part of the Company's control block. Following Cosan's acquisition of the assets in Exxon Mobil in 2008, he assumed the presidency of Cosan Lubrificantes, of the fuels and lubricants sector, which he held until 2014, when he became part of the executive board of Cosan SA and remained until assume the position of Officer of the Company, in January 2016.

Burkhard Otto Cordes Board Member 04/25/2018 2020 OGA

Mr. Cordes has a degree in business administration from the Armando Álvares Penteado Foundation (1997) and an MBA in finance from the Brazilian Institute for Capital Markets - IBMEC in São Paulo (2001). Mr. Cordes has seven years of financial market experience, having worked at Banco BBM SA, a Mariani Group company, in the commercial area with focus on the middle market and corporate segments. He currently holds the position of Financial Manager. Previously, he worked in the financial area of IBM Brazil.

Marcelo de Souza Scarcela Portela Board Member 04/25/2018 2020 OGA

Graduated in Law from the University of São Paulo Law School (1983), Master in Commercial Law from the University of São Paulo Law School (1988) with specialization from McGill University Law School in Montreal, Canada (1990). Member of the Board of Directors of Cosan S.A. and Legal Vice President of this company.

Silvio Renato Del Boni Board Member 04/25/2018 2020 OGA

Technologist in construction by FATEC São Paulo - UNESP and civil engineer graduated from the University of Guarulhos, has also an MBA in business management and project management. He currently occupies the position of commercial manager of High Income Househoulds Segment in the Company, having held the position of regional commercial manager since 2010.

FIscal Council

According to the Law of Corporations, the Fiscal Council is an independent body from the Company and the Company's external auditors. The duties of the Fiscal Council are set out in law and its rules, applicable to the activities to be developed by it, are established by General Meeting. The main responsibility of the Fiscal Council is to review management's activities and the financial statements, reporting its findings to shareholders.

NAme

POSITION

ELECTION DATE END OF TERM
Luiz Carlos Nannini Member 04/25/2019 2020 OGA

Graduated in accounting sciences, with several courses of specialization in Brazil and abroad, including a course of leadership at Harvard. Mr. Luiz Carlos Nannini is co-author of the Manual of International Accounting Standards, drafted jointly with FIDECAF and supervised by the Brazilian Securities and Exchange Commission (CVM), published in 2009, with subsequent reissues. He has more than 30 years of solid experience in conducting independent audit work. He worked for 32 years for E & Y, an independent auditing firm, with 19 years as partner responsible for jobs for large financial, industrial, service and retail business groups.

Nadir Dancini Barsanulfo Member 04/25/2019 2020 OGA

Graduated in Law in São Paulo in 1982 and graduated in Accounting Sciences from Fundação Getúlio Vargas - FGV in 1995. Raízen Group Tax Director and member of the Fiscal Council of Logum S.A. Statutory Director of Esso Brasileira de Petróleo from 2005 to 2009 and responsible for the Tax area of ​​the ExxonMobil Group in Brazil from 1998 to 2008. In 2009 she assumed responsibility for the area of the Cosan group until the formation of the joint venture with Shell, when she became the Tax Director of the Raízen Group companies, retiring in December 2012, after more than 44 years of work. It currently provides tax advisory services to the Cosan Group companies. In the last five years, he has held management positions at Cosan Combustíveis e Lubrificantes S.A. 05/2011), BlueWay Trading Import and Export S.A., Petroleum Sabba S.A., Raízen Fuels Finance Ltd., Raizen Energy FInance Ltd. and Raízen Cayman Ltd. (all until 12/2012), as well as positions of Counselor Tax at the Raízen Foundation, RaizPrev Private Pension Fund, Logum Logística S.A. (all until the end of 2012) and in the Future Private Pension Fund (since 08/2012) .. Mrs. Nadir Barsanulfo no has suffered, in the last five years, any condemnation (i) criminal, although not final res judicata; (ii) in an administrative proceeding of the CVM, even if it is not final and unappealable; or (iii) final and unappealable decision in judicial or administrative sphere, which has suspended or disqualified him for the practice of any professional or commercial activity. Mrs Nadir Barsanulfo declares that she is not a Person In accordance with applicable regulations.

Vanessa Claro Lopes Member 04/25/2019 2020 OGA

Graduated in systems analysis by FATEC / BS (1995) and accounting sciences from Universidade Federal Fluminense (2013), with a specialization in computer networks from Universidade São Judas Tadeu (1998) and business management by FGV (2004). With 20 years of professional experience, he is currently Chairman of the Fiscal Council of Via Varejo S / A and the Audit Committee of Tegma S / A. He held the position of Director of the Corporate Internal Audit of the TAM S / A Group between 2010 and 2014. Previously, she was responsible for the Internal Audit Department of Globex Utilidades S / A, known as Ponto Cold. He began his career in Systems Audit in 1995 at PricewaterhouseCoopers and participated in the creation in Brazil of the Group of Consultants for Telecom Network Services. Acted as responsible for the Audit teams of the Telefónica Group's mobile telephony companies, between 2001 and 2004, having implemented at the time the Risk Mapping for all companies of the group in Brazil. For 2 years she was a professor of systems and information security auditing at Faculdade Objetivo between 1997 and 1998. Ms. Vanessa Lopes did not suffer from past five years, any conviction (i) criminal, even if not final and unappealable; (ii) in an administrative proceeding of the CVM, even if it is not final and unappealable; or (iii) a final decision, in the sphere of judicial or administrative, that has suspended or disqualified him for the practice of any professional or commercial activity. Mrs Vanessa Lopes declares that she is not considered to be an Politically, according to the applicable regulations.

Francisco Silvério Morales Céspede Member 04/25/2019 2020 OGA

Graduated and postgraduate in Business Administration (FGV), having specialized courses in Brazil and the United States (Harvard and Stanford), he served for more than 35 years as Director of Administration and Finance and Investor Relations (CFO and DRI) ) and member of the Board of Directors, Audit and Finance Committees of São Paulo Alpargatas, Santista Têxtil and Monsanto do Brasil, among other national and foreign companies. For 15 years he was vice president of the Brazilian Institute of Finance Executives of São Paulo (IBEF SP). He is currently a consultant in Business Management, participates in the boards and committees of several companies and leads the Cespe Foundation for Business Management. Mr. Francisco Morales has not suffered, in the last five years, any condemnation (i) criminal, although not yet res judicata; (ii) in an administrative proceeding of the CVM, even if it is not final and unappealable; or (iii) a final, unappealable decision in the judicial or administrative sphere, which has suspended or disqualified him or her for the practice of any professional or commercial activity. Mr. Francisco Morales declares that he is not considered a Politically Exposed Person under the applicable regulations.

Carla Alessandra Trematore Alternate Member 04/25/2019 2020 OGA

Ms. Carla Trematore holds a Bachelor's Degree in Computer Science from Universidade Estadual Paulista - UNESP. He worked in the independent auditing business at Arthur Andersen, Deloitte and Ernst & Young from 1996 to 2010 and was the internal audit manager at Confab, a Brazilian publicly-held company controlled by the Italian-Argentine group Techint / Tenaris. She was a partner at Hirashima & Associados, where she led accounting and financial consulting services in corporate reorganizations and served as a consultant to the Foundation for Accounting, Actuarial and Financial Research - FIPECAFI. He was an alternate member of the Fiscal Council of Empresa Brasileira de Aeronáutica SA (Embraer) between 2007 and 2015 and controller in a group of companies of generation and commercialization of electric energy (Bolognesi Energia SA) from 2014 to 2016. He is currently administrative and financial manager of CELSE - Centrais Elétricas de Sergipe SA, company in the construction phase of an electric power generation plant with an installed capacity of 1.5 GW, and partner of Laplane Consultoria Econômica. His experience includes: auditing the financial statements of companies in several segments (industrial and services), in accordance with Brazilian and international accounting practices (US GAAP and IFRS); audit of internal controls in line with the Sarbanes-Oxley Act; management of processes of acquisition, merger and incorporation of companies (due diligences) with financial-accounting focus; advice on corporate restructuring processes; advice on IPOs (IPOs abroad and in Brazil); management and monitoring of risks through the planning, execution and monitoring of corporate programs of internal audit with focus on risks; evaluation and diagnosis of corporate fraud; and controller.
Felício Mascarenhas de Andrade Alternate Member 04/25/2019 2020 OGA
Member of the Audit Committee of Cosan Ltd since October 2014. He is a founding partner of Vecte, a consulting firm specializing in good Corporate Governance practices. He has developed his career in international consultancies like Andersen, Accenture, Ernst & Young and KPMG. Throughout his career he has advised dozens of large Brazilian companies in improving their financial management, governance mechanisms, financial risk management, preparation for IPOs, among other topics focused on growth with protection of Shareholders' Value. Felício is a member of the IBGC in São Paulo and teaches the subjects of Risk Management and Corporate Governance in MBA's in São Paulo and Curitiba.
Marcelo Curti Alternate Member 04/25/2019 2020 OGA

Economist graduated from Fundação Armando Álvares Penteado - São Paulo (FAAP) in 1985, graduated in business administration from Fundação Álvares Penteado School of Commerce (FECAP) in 1986, he is a managing partner of RIO BRANCO Consultores Associados Ltda. He worked in the Safra Group from 1981 to 2008, when he held the position of Statutory Officer. Member of the Fiscal Council of Hypermarcas S.A ..

Henrique Aché Pillar Alternate Member 04/25/2019 2020 OGA
Mr. Henrique Pilar is an engineer from the Military Engineering Institute (IME) in 1976, with a Master's degree in Transportation from IME in 1983 and a specialization from INSEAD (European Institute of Business Administration) in 2001. of Transport of the Brazilian Mining Meeting SA (1986-1996); Director of Planning and Finance of MRS Logística S.A. (1997-2010) and Partners of CWH Consultoria Empresarial (2012-2013). He is currently a general consultant in logistics and infrastructure since 2012.

Executive Officers

The Company's Executive Officers shall consist of up to nine (09) Officers elected, and whose duties are set by the Board of Directors. The Executive Officers, without prejudice to any other duties as may be conferred by law or by the Bylaws, perform all acts necessary for regular operation of the Company.

NAME POSITION ELECTION DATE END OF TERM
Nelson Roseira Gomes Neto Chief Executive Officer 05/09/2018 05/09/2020

Graduated in Engineering (1992), Master in Corporate Finance (1998) and Master of Business Administration (2001). Currently CEO of Comgás, until April 2016 he also served as CEO of Cosan S / A, a holding company active in the gas and energy segments that is part of the Company's control block. Following Cosan's acquisition of the assets in Exxon Mobil in 2008, he assumed the presidency of Cosan Lubrificantes, of the fuels and lubricants sector, which he held until 2014, when he became part of the executive board of Cosan SA and remained until assume the position of Officer of the Company, in January 2016.

Sérgio Luiz da Silva Chief Commercial Officer 05/09/2018 05/09/2020


Mechanical Industrial Engineer graduated from the Federal Center for Technological Education of Minas Gerais, with an MBA in Marketing from Fundação Dom Cabral. He took over the Company's Board of Directors, gas sector, in 2006 and has since held the position of Director of Marketing, Planning and Gas Supply, currently Commercial Director.

Carlos Eduardo Freitas Bréscia Chief Regulatory and Institutional Issues Officer 05/09/2018 05/09/2020

Electrical Engineering and Business Administration from Mackenzie University (São Paulo), with a Masters in Energy from the University of São Paulo (USP). Hired by Comgás in 1999, previously worked as director of Companhia Energetica de Sao Paulo (CESP), a company active in the power generation segment. In Comgás he's responsible for the following areas: Regulatory Affairs, Institutional Relations and Tariff Review.

José Carlos Broisler Oliver Chief of Project and Gas Supply Officer 05/09/2018 05/09/2020

Mechanical Engineer from the Faculty of Industrial Engineering - FEI, Law from the University of São Paulo - USP and Masters from Mackenzie University. Hired by Comgás, gas sector, in 1999, having performed different high level management activities. He held the position of Chief Operating Officer from 2005 to 2018, and as of May 2018 took over the Gas Projects and Supplies Director.

Rafael Bergman Chief Operating Officer 05/09/2018 05/09/2020

Graduated in Economics from the Pontifical Catholic University of Rio de Janeiro (1998) and Master in Finance from the London Business School (2004). After a brief period in the financing area of ​​Banco ABN Amro's structured foreign trade operations, he joined the Shell Group in 1999, having held positions of increasing responsibility in treasury, planning, M&A and controlling in Brazil, England and the Netherlands. In 2011, he participated in the formation of Raízen (JV Cosan / Shell, which operates in the sugar-energy and fuel distribution sectors), where he served as Director of Treasury, Controllership and Financial Planning. In 2016 he joined Comgás' Board of Directors, being responsible for finance and investor relations. And from May 2018, he assumed the Directorate of Operations and Services.

Guilherme Lelis Bernardo Machado Chief Financial and Investor Relations Officer 05/09/2018 05/09/2020
Mr. Guilherme Machado holds a degree in Production Engineering from the Fluminense Federal University (RJ) and a Master's degree in Economics and Corporate Finance from FGV / RJ and has 16 years of professional experience having worked at Esso Brasileira de Petróleo, Cosan SA and Rumo SA, and as of May 2018, took over the Comgás Financial and Investor Relations Officer.

Audit Committee

Comgás’ Audit Committee is an advisory body, with permanent character, constituted according to Article 29 of Comgás’ bylaws and destined to support the Board of Directors in compliance to its attributions in regards to: (i) analysis of the submission of the Company’s financial statements (including, without limitation, the structure of internal control and procedures for the preparation of the Company’s financial statements and monitoring the accuracy and adequacy of these financial statements); (ii) form by which the Company’s Administration secures and monitors the adequacy of internal financial control, operations, compliance and procedures of risk administration ; (iii) independence and submission of internal audits; and (iv) choice, dismissal, payment and impartiality regarding the actions of external auditors.

NAME POSITION ELECTION DATE END OF TERM
João Ricardo Ducatti Member 06/11/2019 06/11/2021

Mr. Ducatti is a member of the Company's Supervisory Board since 2005. A business administrator, was a professional at Westinghouse of Brazil in the period 1973-1982 exercising the Financial Resources Manager functions and Treasurer for Latin America, Administrative and Financial Director of Barbacena Plant, located in the region of Ribeirão Preto, in 1982 and 1983 period; Administrative and Financial Director of Grupo Bom Jesus, located in the region of Piracicaba, from 1983 to 1991, the group with four (4) units producing sugar and alcohol; Administrative and Financial Director of Grupo Cosan, located in Piracicaba, in the period 1991-1995, a group that owns seven (7) production units of sugar and alcohol; Managing Director of SUCRESP, representative professional association of seventeen (17) producing plants of sugar and alcohol, from 1995 to 1999 and from 1999 to date develops the provision of economic and financial advisory services, asset valuation , management of corporate structuring, sales development of investments and other associated activities, through their company RDR Consultores Associados Ltda.

Marcelo de Souza Scarcela Portela Member 06/11/2019 06/11/2021

Mr. Portela is a Legal officer of Cosan and holds a law degree (1983) and a Master's in Commercial Law (1988) from University of São Paulo's Law College and a post-graduate specialization from McGill University Law School in Montreal, Canada (1990).  He has also advised the Company in corporate, litigation, contracts and advisory issues, in addition to commercial and civil law in general.

Maílson Ferreira Da Nóbrega Member 06/11/2019 06/11/2021

Mr. Nobrega is a member of the Board of Directors of Cosan SA since November 2007. He is an economist and has held the post of Minister of Finance between 1988 and 1990 after building an extensive career at Banco do Brasil and the public sector, in which he stood out acting the following positions: Technical Consultant and Head of the Analysis Department of the Bank of Brazil Project; Coordination Chief of Economic Affairs of the Ministry of Industry and Trade and the General Secretary of the Ministry of Finance. He served as Chief Executive Officer of the European Brazilian Bank - EUROBRAZ - in London. Mr. Nobrega is also member of the Board of Directors of the following companies: Abyara Estate Planning, CSU Cardsystem SA, Grendene SA, Portobello SA, Rodobens Negócios Imobiliários SA, Tim Participacoes SA and Veracel Celulose SA.

Nadir Dancini Barsanulfo Member 06/11/2019 06/11/2021

Graduated in Law in São Paulo in 1982 and graduated in Accounting from Fundação Getúlio Vargas - FGV in 1995. Tax Director of Raízen Group and member of the Logum Supervisory Board SA. Was Statutory Director of Oil at Esso Brasileira in the period 2005-2009 and responsible for the tax area of the ExxonMobil Brazil in 2008. in 2009 assumed responsibility for the tax area of the Cosan group, which includes the control block of Comgás, until the formation of the joint venture with Shell, when she became the Tax Director of Raízen Group companies.

 

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