Board of Directors - Renova Energia RI

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The Company’s Board of Directors is the collegiate decision-making body, responsible for establishing general business policies and guidelines, including long-term strategy, control, and performance inspection. It is also responsible, among other attributions, for supervising the directors’ management.

The Company’s Corporate Bylaw determines that five is the minimum and eleven is the maximum number of members, among which one is the President. The directors are elected at the General Meeting for a unified term of two years, and may be reelected and removed at any time, and must remain in the exercise of their respective positions, until the possession of the successors. According to the Level 2 Regulation and the Bylaws, at least 20% of our directors must be independent directors.

The investiture of members of the Board of Directors will be subject to the prior subscription of the Directors’ Term of Consent provided for in the Level 2 Regulation.

Board of Directors meets at least quarterly on an ordinary basis and whenever necessary, upon notice by its President, at least eight days in advance, or in a shorter period, provided that all members agree. The meetings of the Board of Directors will be installed only with the presence of most of its members.

General Meeting will determine the number of positions on the Company’s Board of Directors to be filled in each term, subject to a minimum of five members.

Chairman of the Board of Directors

Geoffrey Cleaver executive superintendent of Banco Santander (Brasil) S.A., a finance institution that, in addition to others, has the function of raising surplus funds and lending to the deficient where it has been responsible, since 2004, for the management of FIPs of Banco Santander (Brasil). In this position, he is responsible for the administration of InfraBrasil – Fundo de Investimento em Participações S.A. and for the management of the Caixa Ambiental Investment Fund, both dedicated funds for infrastructure sectors. Mr. Geoffrey Cleaver graduated in administration from FAAP in 1984. He joined Banco Real (succeeded by incorporation by Banco Santander (Brazil) S.A.) at the end of 2004, after having worked for over eight years in Latin America Enterprises Fund Managers, a private equity fund manager for Latin America. At Latin America Enterprise Fund Managers, Mr. Geoffrey Cleaver was co-responsible for the investment portfolio of LAEF I and LAEF II funds in Brazil, which held stakes in the following firms: Drogasil, Microlite, Cinemark Brasil, Tecto, Officenet and Mastersaf. Previously, Mr. Geoffrey Cleaver worked for ten years at Banco J.P. Morgan S.A., in the areas of investment banking and private equity.

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 10

Full Member

Sergio Brasil graduated in Law from Universidade Federal do Rio de Janeiro specializing in M&A, has participated in more than 80 transactions totaling more than than R$ 10 billions. He has worked as a partner in several renowned law firms and has also had a strong performance as a Board Member in several companies such as Brasil Telecom, Unipar and Quattor.

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 2

Full Member

Matheus Guimarães Antunes has a degree in chemical industrial engineering from the Mackenzie University School of Engineering, with a specialization in administration and marketing from the Getúlio Vargas Foundation, São Paulo. He has more than 15 years’ experience in the electricity and renewable energy sector and more than 40 years’ professional experience, having worked for top companies such as Grupo Bunge, SEBRAE, the SUAPE – PE Industrial Port Complex, Grupo Queiroz Galvão and a major company in the electricity sector, such as Queiroz Galvão Energia.

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 1

Full Member

Daniel Famano has more than 15 years of experience in business development, corporate and project finance, valuation, IPO, M&A and Investor Relations. He has also worked in corporate governance structuring and has held positions as Board of Directors and committee coordination in companies listed on B3. He also serves as a board member of private companies and startups. He has worked in several industries, especially in Renewable Energy, Shopping Malls, Real Estate, and telecom. He has successfully led the structuring, negotiation and closing of multi-billion dollar capital raising transactions such as debt and equity. Created and implemented various processes and pricing and investments in infrastructure, particularly in Renewable Energy. Angel investor since 2014, and Chair of Deal Flow at HBS Alumni Angels of Brazil. Graduated in Engineering from POLI – USP and PLD at Harvard Business School. He is also a CGA professional certified by ANBIMA

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 1

Full Member

Ana Amélia Campos Toni National Secretary for Climate Change at the Ministry of the Environment and Climate Change. She was Executive Director of the Institute for Climate and Society (iCS) and is a founding partner of Public Interest Management (GIP). She has a long history of working with the third sector and promoting projects aimed at social justice, the promotion of public policies, the environment and climate change and philanthropy. She was President of the Board of Greenpeace International (2010-2017), Director of the Ford Foundation in Brazil (2003-2011) and of ActionAid Brazil (1998-2002). She was a board member of the Group of Institutes, Foundations and Companies (GIFE), the Baobá Fund for Racial Equity and Society and the Wikimedia Foundation, among others. She is currently a member of the Network of Brazilian Women Leaders for Sustainability and on the boards of Agência Pública, Gold Standard Foundation, ClimaInfo, Instituto República, Transparency International – Brazil, and the Amazon Environmental Research Institute (IPAM).

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 0

Full Member

Antônio Ricardo Alban has a degree in Mechanical Engineering and Business Administration and has taken over the presidency of the Federation of Industries of the State of Bahia (FIEB), a position he will hold until March 2026. In his trajectory, his participation in class entities and in the private initiative stands out. He is president of the Union of Wheat, Corn, Cassava, Pasta and Biscuit Industries of the State of Bahia; vice-president of the National Confederation of Industry (CNI); member of the National Council of SESI; member of the Council for Economic and Social Development (CDES); member of the Associação Nordeste Forte; member of the Board of Sebrae Bahia and member of the Board of Directors of CETREL.

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 1

Substitute Member

Allones Santos has a Bachelor’s degree in Business Administration from the University of São Paulo, as well as an International Executive MBA and an MBA in Marketing. He has over 10 years of experience in Private Equity Fund Management and currently holds the position of CFO at AP Energia Participações S.A.

Election date: 04/30/2024
End of term: 2 years
Consecutive terms: 1

*Independent Director
Independence criteria: (i) has no relationship with the Company, except interest in capital; (Ii) is not a Controlling Shareholder, spouse or relative up to the second degree, is not or has not been, in the last three years, linked to the company or entity related to the Controlling Shareholder (persons related to public education and/or research are excluded from this restriction); (Iii) not have been in the last three years, an employee or officer of the Company, the Controlling Shareholder or a company controlled by the company; (Iv) is not a supplier or buyer, directly or indirectly, of services and/or products of the Company to an extent that implies loss of independence; (V) is not an employee or manager of a company or entity which offers or demands services and/or products to the Company; (Vi) is not a spouse or second degree relative of any manager of the Company; (Vii) does not receive other compensation from the Company apart from the remuneration as Director (cash earnings from interest in capital are excluded from this restriction).
Sources: Novo Mercado Regulations and Code of Best Corporate GOvernance Practices, IBGE.

The Fiscal Council, of a non-permanent nature, was not installed in 2024.

The Company has 2 (two) advisory committees, as provided for in Articles 27 of the Bylaws, whose function is to provide technical support and advice to the board of directors, namely the Management Committee – CGEST and the Audit and Finance Committee – CAUDIT.

To access the Committee Charter, click here.

Our Board is composed of up to five members, shareholders or not, residents in the country, elected by the Board of Directors. The Directors are elected for terms of two years, and re-election is allowed. The Directors’ term of office is two years, with reappointment permitted. New Directors take possession under the condition of previously signing the Administrator’s Consent Term, foreseen in Level 2 Regulations.

CEO

Election date: 03/01/2024
End of term: 2 years
Consecutive terms: 0

Financial and Investor Relations Officer

Vitor Hugo he holds a bachelor’s degree in Mechanical Production Engineering from Universidade Paulista with emphasis in Finance from Fundação Getúlio Vargas – EAESP. With over 20 years of experience in the Financial Area, with emphasis on Business Valuation, M&A, Controllership and Portfolio Management, has worked in national and multinational companies in the energy and consulting segments.

Election date: 03/28/2023
End of term: 2 years
Consecutive terms: 1

Legal Officer

Paulo Gozzi is a lawyer with a degree from the Pontifical Catholic University of São Paulo (PUC-SP) and a master’s degree in Corporate Finance (MBA – stricto-sensu) from the Getúlio Vargas Foundation (FGV). With more than 25 years’ experience in mergers, acquisitions and corporate governance, he has served as a director of CSN and CSN Mineração and as a director of several publicly and privately-held companies, whether on the Board of Directors, Supervisory Board and/or internal committees.

Election date: 01/19/2024
End of term: Until the 2025 AGM
Consecutive terms: 0

Director

Rodrigo Bota Filho is an Electrical Engineer with an emphasis on energy and automation who graduated from USP’s Polytechnic School, has postgraduate degrees in Business Management and Contract Law, both from INSPER São Paulo, and specializes in Energy Trading from USP’s Polytechnic School. Rodrigo has 25 years’ experience in the Brazilian electricity sector, with solid technical and executive experience gained in multinational companies such as ABB, VATECH, GE and AREVA. As an executive, advisor or consultant, Rodrigo has worked for companies such as Renova Energia, Ambar Energia, Actis and Taesa.

Election date: 02/08/2024
End of term: Until the 2025 AGM
Consecutive terms: 0

The Company’s Non-Statutory Board is hired by the company, its members are subject to the obligations and rights of the Consolidation of Labor Laws (CLT).