The Board of Directors (CA) is composed of nine members (two being independent) elected at the General Meeting for a one-year term, with reelection being allowed. Pursuant to our by-laws, the Board of Directors is composed of a minimum of five and a maximum of eleven members, including the Chairman of the Board, a Deputy Chairman and three to nine directors.
The Board of Executive Officers (DE) is composed of six members elected by the Board of Directors for a three-year term. Pursuant to our by-laws, the Board of Executive Officers has six members with the following titles and functions:
- Chief Executive Officer
- Vice-President of Finance and Investor Relations
- Vice-President of Distribution and Commercial Services
- Vice-President of Distribution and Technical Services
- Vice-President of Generation and Environment
- Vice-President of Sales
The non-permanent Fiscal Council is composed of three members and three alternates elected at the General Meeting for a maximum term of one year. Pursuant to our by-laws, three members and three alternates are elected to the Fiscal Council.
All the members of the Board of Directors, the Board of Executive Officers and the Fiscal Council have signed, in relation to their areas of responsibility, the Terms of Consent mentioned in the Regulations of the Novo Mercado segment of Bovespa.
The Board of Directors is responsible, as the decision-making body, for establishing general business policies and guidelines, including the long-term strategy, electing the members of the Board of Executive Officers and monitoring its actions, and conducting activities stipulated in the law and in corporate by-laws.
The Board of Executive Officers is responsible for the day-to-day management of business in general and taking all necessary or appropriate action, as well as implementing the resolutions of the Board of Directors. The members of the Board of Executive Officers have individual responsibilities compatible with the positions they hold.
The Fiscal Council is only convened when requested by shareholders. It is responsible for supervising the actions of the administration in compliance with the powers and attributions given to it by law. The Fiscal Council is always dissolved at the First Ordinary General Meeting held after it is convened.
Only two members of the Board of Executive Officers belong to the Board of Directors.
The relationship between the Board of Directors and the Board of Executive Officers always follows the sound corporate governance practices adopted by the company, which are also stipulated in its by-laws and in the regulations of the Novo Mercado segment of Bovespa. These practices seek to minimize possibilities of conflicts of interest. Their objectives are transparency, the equal treatment of all shareholders and accountability.