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Board of Directors, Executive Officers and Fiscal Council

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Board of Directors

Triunfo’s Board of Directors is the Company’s decision-making body responsible for establishing its policies and general business guidelines, including its long-term strategy and the Company’s performance control and supervision. Among other things, the Board of Directors is also responsible for supervising its Executive Officers.

According to the Rules of the Novo Mercado and the Company’s Bylaws, the Board of Directors is composed of at least 20% independent members. Board members have a unified two-year term of office and may be reelected. The installation of members of the Board of Directors is conditional on the signing of the Management Term of Commitment set forth in the Novo Mercado Regulations.

Triunfo’s Board of Directors meets four times per year and whenever otherwise necessary, with meetings called by the Board’s Chairman, by the majority of the members or by the Chief Executive Officer, with prior written notice of at least eight days and a list of matters to be discussed. In case of urgency, the Board meeting may be called on shorter notice by the Chairman, as long as all the members are aware of said decision. The Board of Directors meeting may only be held with the presence of the majority of its members and any decision should be taken by the majority of the directors present.

The Shareholders’ Meeting will decide, by vote of the absolute majority, excluding blank votes, prior to the election, on the number of member positions held by members of our Board of Directors to be allocated in each fiscal year, observing the minimum requirement of five members. Brazilian Corporation Law and CVM Rule 282, of January 26, 1998, allow the adoption of a multiple vote process, upon the request of shareholders representing at least 5% of Triunfo’s voting capital.

In addition, according to Brazilian Corporation Law, shareholders that jointly hold at least 15% of a company’s voting capital for at least three months are entitled to appoint a member and his/her alternate in separate vote.

Board Members Position Election Date End of Office
Antônio José Monteiro da F. de Queiroz Chairman April/2015 April/2017
Born July 14, 1957, Antonio Queiroz graduated in Business Administration from Faculdades Integradas de Marilia in São Paulo.  He was a member of the Board of Executive Officers and Board of Directors of CONSTRUTORA TRIUNFO S/A from 1981 to 2007. He also participated in the foundation and was a member of the Boards of Directors of CONCEPA, CONCER, ECONORTE, ELEJOR, PORTONAVE and RIO VERDE ENERGIA.  Furthermore, he participated in the creation of TPI and coordinated the entire process to take the company public.  He is a shareholder and Executive Officer of THP, controlling shareholder in TPI.
Ana Cristina Carvalho Board Member April/2015 April/2017
Born on June 19, 1980, graduated with a bachelor’s degree in Business Administration from FAE Business School, in 2003 and in Civil Engineering from Universidade Positivo in 2006. Ms. Carvalho attended a non-degree specialization course in Corporate Financing at Universidade Positivo in 2003. She served as an Engineer in the construction works of the Navegantes port from 2006 to 2007, as Investor Relations Manager of Triunfo Participações e Investimentos S.A. from 2007 to 2009 and as Investor Relations Officer of Triunfo Participações e Investimentos S.A. from 2009 to 2012. She served as Chief Financial Officer and also as head of the regulatory and environmental departments of Vetria Mineração S.A., from March 2012 until the Company's winding up.
Amin Alves Murad Board Member September/2016 April/2017
Amin Alves Murad, born on March 6, 1960, holds a degree in Mechanical Engineering from Santa Úrsula University and an MBA in Financial Management from Citimaster, Citibank. In 1992, he pursued a program on Total Quality Control (TQC) at JUSE (Japan). In 2001, he underwent training on Press Relations at FSB and in 2002 he participated in the Predictive Index program at Arquitetura Humana. He served as a Control Manager at Corretora BBM and Administrative Manager at Banco BBM until 1989, and as CEO and Director of the following companies: Engepack Embalagens S.A., Pronor Petroquímica S.A., Nitrocarbono S.A. and only as Director at the following companies: Latapack Ball S.A., Norquisa, Policarbonatos do Brasil S.A. until 1999. From 1995 to 1998 he served as Executive Officer at the Petrochemical Industries Union of the State of Bahia. He also served as CEO of Grupo Lachmann from 2000 to 2004 and as Executive Officer at the National Union of Maritime Navigation Companies from 2001 to 2007. He is currently a Managing Partner at AAM Nova Consultoria e Participações Ltda, since 1999. From 2006 to 2010 he served as CEO of SuperVia Concessionária de Transporte Ferroviário S.A., and as Chief Operating Officer at Concessionária Porto Novo S.A. from 2010 to 2012. He served as Independent Director of CR2 Empreendimento Imobiliários S.A. from 2012 to 2015. He has been coordinating the Judicial Reorganization of companies in the GPC Group (GPC Participações, Apolo Tubos and GPC Química) since 2012, and the Judicial Reorganization of Oriente Construção Civil Ltda of the Oriente Group since 2015. He has been a Director at Apolo Tubulars and Companhia Petroquímica do Nordeste (Copenor) since 2012.
João Villar Garcia Board Member April/2013 April/2017
Serving Board Member. Shareholder in Construtora Triunfo since 1985. Has also acted as a director at C.R. Almeida S.A.
Leonardo de Almeida Aguiar Board Member April/2015 April/2017
Serving Board Member. Engineer at Construtora Triunfo since 1996. Participated in the duplication of the BR-38, between Belo Horizonte and São Paulo, and in the construction of the Volkswagen Truck Factory in Resende (RJ). Also participated in the reformation of Lapa and Franco da Rocha train stations, for the Paulista Metropolitan Trains Company (CPTM) in São Paulo and in the construction of the Itiquira hydroelectric plant in Mato Grosso. Currently holds the position of Commercial Manager at Construtora Triunfo for the regions of São Paulo and Brasília.
Ricardo Stabille Piovezan Board Member April/2015 April/2017
Serving Board Member. Since 1988 has worked in companies linked to Triunfo in the area of Finance and Management. Until early 2008, acted as Director of Investor Relations for Concepa.
Ronny Anthony Janovitz  Independent Board Member April/2015 April/2017
Mr. Janovitz was born on April 25, 1971, is a business administrator and worked for 15 years at Banco de Investimentos Garantia S.A. and Credit Suisse, where he served in trading and commercial areas, focusing on asset management, treasury, stock exchange, risk analysis and investment portfolio management. In February 2008, he founded Blue Compass Capital Adm. Rec. Ltda., a company focusing on managing investment portfolios and funds, where he heads the asset management department. Mr. Janovitz is also a member of the Board of Directors of Fundação Logosófica (for human achievement), a private, non-profit educational institution. 
François Moreau Independent Board Member April/2015 April/2017
56 years old, currently serves as Executive Officer at Estratégia & Valor Consultores Associados Ltda., a consulting firm offering advisory on infrastructure and energy businesses. Active investor of Companhia Energética de Brasília (CEB), representing minority shareholders. He served as an executive at the Shell Group (1980 to 1997) where he held various positions linked to the sale of fuels, management of joint ventures (Valesul and Alumar), corporate relations and structuring of the gas and energy business, and acquisition of equity interest. At BG (1997 - 2002) he led the privatization of Comgás. He actively participated in the creation of the institutional framework for different energy fields (oil, gas and electric energy) and later structured several transactions. Sitting member of the Audit Board of Duke Energy International, Geração Paranapanema S.A. since 2007 and member of the Board of Directors of HRT in 2013. Business administrator, with a graduate degree in advanced administration from the City of London Politechnic, in strategy from Stanford, and an executive MBA form PDG/SDE. Member of the Association of Capital Markets Analysts and Investment Professionals (APIMEC) and of the Brazilian Institute of Oil and Gas (IBP), of the Liberal Institute of Rio de Janeiro and of The Independent Institute of the USA.

Executive Officers

Triunfo’s executive officers are primarily responsible for managing the Company’s day-to-day operations and all acts required and appropriate for executing the resolutions of the Board of Directors. The Executive Officers have individual responsibilities and are appointed by the Board of Directors for unified two-year terms, with reelection permitted.

The installation of members of Triunfo’s Board of Executive Officers is conditional on the signing of the Management Term of Commitment set forth in the Novo MercadoRegulations.

Executive Officers Position Election Date End of Term
Carlo Alberto Bottarelli Chief Executive Officer May 9, 2013 May/2015
Born August 13, 1953, graduated from the Federal University of Paraná with a degree in civil engineering and received his MBA from the Business Development Center (CDE) at the Catholic University of Business and Economics (FCAE). As resident engineer at Ivaí Engenharia de Obras S.A., he oversaw all projects in the state of Paraná. Subsequently, he served as director of operations and development. He joined Triunfo Participações e Investimentos in 2003, acting in various capacities guiding the Company's strategic and key decision-making processes. He served as chairman of the Board of Directors when the company went public, and, as director of new business development, he structured the financial feasibility of the Port of Navegantes. He was named director of investor relations just after the IPO close and remained in this position until 2009. Mr. Bottarelli has served as CEO of the company since 2005.
Sandro Antônio de Lima Chief Financial Officer and Investor Relations Officer May 9, 2013 May/2015
Born in 1966, has an MBA in Corporate Management by the Getúlio Vargas Foundation (FGV). He was the administrative and financial manager of Construtora Triunfo S.A., and participated in projects such as the first Concession Program for Federal and State Highways. He also participated in the implementation of the first concessions of Triunfo. He was the administrative and financial manager of ACCIONA do Brasil, and participated in the coordination of the implementation of the first "Modular Consortium" of the mundial automaking industry, at the Trucks and Buses Factory of Volkswagen of Brazil. At these companies, he managed the financial, accounting, audit, tax, legal, human resources, IT, and budget divisions. He coordinated the Company's reorganization and IPO in 2006 and 2007. Sandro acts as board member in the following subsidiaries of the Company: Concessionária da Rodovia Osório Porto Alegre - CONCEPA, Empresa Concessionária de Rodovias do Norte S.A. - ECONORTE, Maestra Navageção e Logística S.A., Rio Canoas Energia S.A., Rio Verde Energia S.A., TNE - Triunfo Negócios de Energia S.A., Vessel - LOG Companhia Brasileira de Navegação e Logística, Concebra - Concessionária das Rodovias Centrais do Brasil S.A. and Transbrasiliana Concessionária de Rodovias S.A..
Luiz Alberto Küster New Business Officer March 25, 2015 May/2015
Civil engineer graduated from Universidade Federal do Paraná in 1978, with a Master's in Engineering (M. Sc.) from Colorado State University (CSU), earned in 1982. Mr. Küster started his career at Centrais Elétricas do Sul do Brasil (ELETROSUL), where he acted as Coordinator of Construction Works in the Uruguay River Basin, complementing feasibility studies of the Itá, Machadinho, Campos Novos and Barra Grande power plants. He served as General Manager of the Paraná State Highway Department, where he implemented the Concession Program for 2,500 km of roads. At INEPAR ENERGIA, he was responsible for commissioning the Dona Francisca (125 MW) and Itiquira (156 MW) power plants, statutory officer of SPE Campos Novos Energia S.A. (Campos Novos Plant – 880 MW), and as Director of Machadinho Energética S.A. (Machadinho Plant – 1,140 MW). He served as Director of Hydroelectric Plants for Latin America at the General Electric Company (GE), where he developed the market for energy and hydropower generation equipment. After joining Triunfo in 2007, he was responsible for installing the Salto Plant (116 MW), the Garibaldi Plant (192 MW) and the Viracopos International Airport.
Luiz Eduardo Barros Manara Institutional Relations Officer May 9, 2013 May/2015
Nasceu em 07 de dezembro de 1959 e graduou-se em Engenharia Civil pela Faculdade de Engenharia de Barretos. Em 1986 foi Engenheiro da Construtora Triunfo Ltda. Em 2002 na TPI -Triunfo Participações e Investimentos, foi Diretor Executivo da Rio Verdinho S.A. e da Rio Verde S.A. sendo responsável pela Implantação da UHE Salto. Em 2013 assumiu a Diretoria de Relações Institucionais na TPI - Triunfo Participações e Investimentos.

Fiscal Council

According to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from the Company’s Management and independent auditors. The main responsibility of the Fiscal Council is to supervise Management activities and analyze the Company‘s financial statements and report its findings to the shareholders.

Triunfo’s Fiscal Council is a non-permanent body and may be installed in any fiscal year, according to the applicable law. The members of the Fiscal Council shall be elected at the Shareholders’ Meeting and shall be composed of three sitting members and three alternate members, shareholders or not, who are linked to specific sitting members, shareholders or not. Pursuant to the Brazilian Corporation Law, if the Fiscal Council is not permanent, it can be established at the Shareholders’ Meeting upon the request of shareholders holding at least 10% of common shares and its members shall remain in office until the first Annual Shareholders Meeting of the year following the election. The members of the Fiscal Council must sign, before assuming their position, a Term of Commitment of the Fiscal Council members, as required under the Novo Mercado regulations.

In addition, minority shareholders holding at least 10% of Triunfo’s shares also have the right to separately elect one member of the Fiscal Council and his/her alternate. The Fiscal Council must not be comprised of members who are members of the Board of Directors, members of the Board of Executive Officers or employees of Triunfo or any of its subsidiaries or any company from the same group, as well as spouses or up to third-degree relatives of any member of the Company’s Board of Directors. Additionally, the Brazilian Corporation Law requires that the members of the Fiscal Council receive, as compensation, at least 10% of the average annual amount paid to the Executive Officers, not including benefits, representation costs and profit sharing.

The Fiscal Council of Triunfo was installed at the Shareholders’ Meeting held on April 24, 2011.

Fiscal Council Members Position Election Date End of Office
Bruno Shigueyoshi Oshiro Member April/2016 April/2016
Earned a degree in accounting with an emphasis in systems from FASP in 1991. He has 19 years of auditing experience in such top-tier companies as Trevisan Auditores Independentes and Nexia Villas Rodil Auditores Independentes. He has 3 years of experience in controllership (accounting and budgetary control), acquired in the Ultra Group companies. He has in-depth knowledge of the audit and accounting processes of industries, service providers, leasing companies, brokerages and insurers. He has strong knowledge of the aspects related to the fiscal and tax areas. Since January 1999, he has been Senior Manager at Nexia Villas Rodil Auditores Independentes, a Brazilian audit and consulting firm, with the following key responsibilities: (i) planning of audits, evaluating the risks and determining the extent and depth of the procedures to be executed to sustain the auditor's report; (ii) coordination and supervision of teams for conducting audit work to provide the report on the financial statements. (iii) main areas of operation: publicly-held companies, industries, service providers, tertiary sector companies, among others (iv) participation in Shareholders' Meetings to clear doubts relating to independent audit; (v) mapping of processes, appraisal of the internal controls and suggestions for improvement, if necessary; (vi) participation in special projects like fiscal improvements, adjustment of operational flows and better utilization in the management of resources; (vii) coordination of the team for audit work related to the acquisition/sale of shareholding interest (advisory) in projects administered by Banco Fator; (viii) following up on the company's IPO with the CVM; (ix) coordination of the team for the audit work for privatization purposes: Banco do Estado de São Paulo - Banespa, subsidiaries and associate companies, and Companhia Paranaense de Energia Elétrica - Copel.
Paulo Roberto Franceschi Member April/2016 April/2017
Graduated in Economics from the FAE Business School and in Accounting from the Paraná Social Studies Foundation. He has been a partner of AUDICONTROL Auditoria e Controle since 1995. He is part of the fiscal council of the following companies: Bematech S.A., Equatorial Energia S.A., Redentor Energia S.A., and a closely-held company in the chemical segment. He worked in the economic council of the Archdiocese of Curitiba between 2005 and 2010. He was also on the Audit Committee advising the Board of Positivo Informática S.A., and has been on the Executive Board of an unlisted family-owned company for 10 years.
Marcello Joaquim Pacheco  Member April/2016 April/2017
45, lawyer: Mr. Pacheco earned a bachelor’s degree in law from Universidade São Francisco (USF) in 1995, and has completed specialization programs in corporate law (2008/2009), financial management (2010) and controllership (2011) from the Getulio Vargas Foundation (FGV). He has been executive director of Marpache Serviços Especializados em Administração since 2009. Earlier, he was legal counsel at Solução Governança Corporativa Consultoria Ltda. from 2007 to 2009,  secretary of the audit boards of M&G Poliéster S.A (2007 to 2009) and Anhanguera Educacional (2009). He is a member of the Brazilian Institute of Corporate Governance (IBGC). In recent years, he served on the audit boards of Duke Energy S.A. and Banco Pine, among others. He is currently a member of the audit boards of the following companies: Guararapes Confecções, Rossi Residencial and CEB – Companhia Energética de Brasília, and an alternate member of the audit board of Têxtil Renauxview.
Giorgio Bampi Alternate Member April/2015 April/2016
Holds a degree in accounting from Fundação de Estudos Sociais do Paraná (FESP). He is currently a partner in PROBAM- Consultoria Empresarial Ltda, which provides accounting and corporate advisory services for the civil construction area. Mr. Bampi is the senior partner responsible for conducting the business, for the technical works and for the company's management. He worked for 24 years at Telecomunicações do Paraná S/A- Telepar, acting in several positions, from managing the accounting department to becoming the Chief Financial and Market Relations Officer from August 1995 to December 19999, and cumulatively from August 1998 to March 1999 as the Company's CEO. Mr. Bampi was also the Chief Financial Officer of Telecomunicações de Santa Catarina S/A from 1998 to 1999 (cumulatively). From May 1998 to December 1999, he acted as Supporting and Market Relations Officer of Telecentrosul Participações S/A. He was member of the Board of Directors of Fundação Telepar from 1995 to 1999 and member of the Fiscal Council of Companhia Telefônica de Paranaguá- Cotelpa for three years.
Murici dos Santos Alternate Member April/2016 April/2017
38, lawyer: Mr. Santos holds bachelor’s degrees in law (2007) and history (2002) from Universidade de Guarulhos, and has completed a specialization program in corporate law at FGV (2013/2014). Since 2001, he has been serving as a corporate governance consultant, providing business consulting and advisory services in the administrative, finance, corporate and tax areas, and has served on the boards of directors and audit boards, in recent years serving on the audit boards of the following companies: Tafibrás Participações S.A, Companhia Paranaense de Energia., Banco Nossa Caixa S.A., Drogasil S.A., Bicicletas Monark S.A., M&G Poliéster S.A., Santos Brasil S.A., Medial Saúde S.A., and AES Tietê S.A., among others. He is currently a member of the audit board of Têxtil Renauxview S.A. and an alternate member of the audit board of Guararapes Confecções S.A.
Alexandre Ralf Slavic  Alternate Member April/2016 April/2017
Born on April 18, 1974, Mr. Slavic has a degree in accounting from the Pontifical Catholic University of São Paulo (PUC-SP) and an MBA in Controllership from the University of Brasília (UNB). He has been Managing Partner at Sax Auditores Independentes since September 2007, providing audit and consulting services to Brazilian and international companies in diverse sectors (pension funds, service providers, retail, wholesale, beverages and vehicle dealerships). Before joining Sax Auditores Independentes, Mr. Slavic worked as Managing Partner at BDO Trevisan Auditores Independentes for 14 years, working in external audit, gaining experience in all stages of the profession, besides executing, supervising, managing and directing several audit projects. In addition to his vast technical experience, he also had the opportunity of implementing and structuring three regional offices of the firm, delivering significant growth in the client portfolio, revenue, profitability and the professional team. Mr. Slavic is also an instructor providing training, courses and lectures on auditing and accounting, serves on the audit boards of several publicly held companies, such as Allis Soluções em Trade e Pessoas Ltda. (alternate member), and has served on the audit boards of  Companhia Maranhense de Refrigerantes S.A. and Refrigerantes do Noroeste S.A. (Renosa Group – Coca-Cola).

 

9 January 2017