CSN’s management and overall conduction of its business are carried out by the Executive Board in accordance with the policies and strategies defined by the Board of Directors. The Executive Board meets whenever called by the Chief Executive Officer or by two Executive Officers, and each Executive Director is responsible for conducting the operations pertinent to his/her division. The term of office for members of the executive board is two years, with the possibility of re-election. The Executive Board is currently comprised of six executive officers, one being the Chief Executive Officer, and includes:
| Benjamin Steinbruch | |||
| Mr. Steinbruch has been a member of the Company’s Board of Directors since April 23, 1993, having held the position of Chairman of the Board of Directors since April 28, 1995. He has also held the position of Chief Executive Officer of the Company since April 30, 2002, being also responsible for the institutional area and mining and railway holdings. He is also Chairman of the Board of Directors of CSN Mineração S.A. and CSN Cimentos S.A. (companies controlled by CSN), Chairman of the Deliberative Council of Fundação CSN. Currently, he also holds the position of Chairman of the Board of Directors of the companies Textília S.A., Fibra Cia. Real Estate Credit Securitizer, Banco Fibra S.A., Elizabeth S.A. – Indústria Têxtil e Vicunha Steel S.A., as well as Vice-Chairman of the Board of Directors of Vicunha Aços S.A., member of the Board of Directors of Vicunha Participações S.A., Director of Rio Purus Participações S.A. and Rio Iaco Participações S.A., administrator of Fazenda Alvorada de Bragança Agro-Pastoril Ltda. (all these companies are part of CSN’s controlling group). He is chairman of the Board of Directors of the Jockey Club of São Paulo and a member of the Board of Directors of the Portuguese Chamber. In the last 5 years, he was 1st Vice-President of the Federation of Industries of the State of São Paulo – FIESP, member of the Superior Strategic Council of FIESP, Director of the Roberto Simonsen Institute and Chairman of the Board of Directors of Nacional Minérios S.A. (merged into CSN Mineração S.A. in 2015), Transnordestina Logística S.A. and FTL – Ferrovia Transnordestina Logística S.A., and administrator of Haras Phillipson Ltda. (company extinguished in November 2017). He holds a degree in Business Administration from the School of Business Administration of Fundação Getúlio Vargas – SP, with a postgraduate degree in Marketing and Finance from Fundação Getúlio Vargas – SP.. | |||
| Antonio Marco Campos Rabello | |||
| Mr. Rabello has held the position of Chief Financial Officer at the Company since March 18, 2024, being responsible for the treasury, controllership, tax and accounting areas, accumulating the functions of Investor Relations Officer. Prior to joining the Company, he served as Unipar’s Chief Financial and Investor Relations Officer between 2022 and 2024. He also held the position of Chief Financial Officer at Novonor from 2018 to 2022; at Odebrecht Engineering and Construction, from 2013 to 2018; Novonor Energia, from 2011 to 2013; and at Ocyan, between 2008 and 2011. In addition, he participated in Braskem as Manager and Controllership Officer between 2003 and 2008. He holds a degree in Business Administration from the University of Salvador. He holds an MBA in Administration and Finance from Fundação Getúlio Vargas (FGV). | |||
| Marcelo Cunha Ribeiro | |||
| Mr. Ribeiro is an Executive Officer without specific designation, member of the Board of Directors of CSN Mineração S.A., Director of Minérios Nacional S.A., Elizabeth Cimentos S.A., Managing Director and Investor Relations Officer of CSN Cimentos S.A., Chief Financial Officer of Berkeley Empreendimentos e Participações S.A. and CSN Cimentos Brasil S.A., member of the Board of Directors of CSN Mineração S.A., Chairman of the Board of Directors of FTL – Ferrovia Transnordestina Logística S.A., Vice-Chairman of the Board of Directors of Metalgráfica Iguaçu S.A., Chairman of the Board of Directors and Director of Companhia Energética Chapecó – CEC, member of the Board of Directors and Superintendent and Investor Relations Officer of Companhia Estadual de Geração de Energia Elétrica – CEEE-G, Director of Ventos de Curupira S.A., Ventos de Vera Cruz S.A., Ventos de Povo Novo S.A., alternate member of the Board of Directors of Chapecoense Geração S.A., Foz de Chapecó Energia S.A., Companhia Energética Rio das Antas – CERAN, Director of the Itaúba Consortium and Passo Real Consortium, member of the Board of CSN Resources S.A., member of the Supervisory Board of Stahlwerk Thüringen GMBH (all subsidiaries of the Company), Administrative and Financial Officer of Equimac S.A., Chairman of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by the Company), as well as Chairman of the Board of Directors of Caixa Beneficente dos Funcionários da Companhia Siderúrgica Nacional – CBS. Prior to joining CSN, he served as Chief Financial Officer of the St. Marche Group, Vice President of Finance and Investor Relations of Restoque Comércio e Confecções de Roupas S.A., Chief Financial Officer of the SBF Group (GP Investimentos Ltd), Managing Director in the Private Equity area of GP Investimentos Ltd. and Chief Financial Officer of San Antonio International Ltd., as well as a member of the Board of Directors of Hopi Hari S.A., Telemar Norte Leste S.A. (Oi S.A.), Contax Participações S.A., Estácio Participações S.A., Magnesita Refratários S.A., and BR Towers SPE1 S.A.. He holds a degree in Production Engineering from the University of São Paulo and an MBA from Harvard Business School | |||
| Rogério Bautista da Nova Moreira | |||
| Mr, Moreira has held the position of Chief Legal Officer at the Company since March 18, 2024. Prior to joining the Company, he held the position of Chief Legal and Governance Officer at the following companies: Odebrecht Engenharia e Construção S.A., from 2022 to 2024; Novonor S.A., from 2019 to 2022; and OR Empreendimentos Imobiliários S.A., between 2016 and 2019. He was Chief Legal Officer at Odebrecht Energia S.A. from 2012 to 2016, as well as a lawyer at Construtora Norberto Odebrecht S.A. from 2008 to 2012, and Legal Manager at Braskem S.A. from 2002 to 2008. He also has more than 5 years of experience as a member of the Board of Directors of the following companies: OEC S.A. (2021-2022); Odebrecht Transport S.A. (2020-2022); Ocyan S.A. (2020-2022); OR Emp. and Participações S.A. (2019-2021); Braskem S.A. (2019-2021); Lagoa da Barra S.A. (2017-2020); Odebrecht Comercializadora de Energia S.A. (2014-2015); Santo Antônio Energia S.A. (2014-2015 and 2020-2022). He holds a degree in Law from the Catholic University of Salvador, with a postgraduate degree and a Master’s degree in Tax Law from the Pontifical Catholic University of São Paulo (PUC-SP). He holds an MBA in Business Management from Fundação Getúlio Vargas (FGV). | |||
| Enéas Garcia Diniz | |||
| Mr. Diniz currently holds the position of Executive Officer without specific designation, serving as Officer since November 21, 2016. He held the position of Executive Officer of Companhia Siderúrgica Nacional (“CSN”) from June 21, 2005 to July 31, 2016, having worked responsible for the production areas in steel and cement, energy, ports, mining and the environment. He has worked at CSN since 1985, having previously held the following positions: General Manager of Hot Rolling, General Manager of Maintenance, Director of Metallurgy, Director of the Presidente Vargas Steelworks and director of Nacional Minérios S.A. He was also a director at Arvedi Metalfer do Brasil S.A., Cia. Metalic Nordeste, Companhia Metalúrgica Prada, Congonhas Minérios S.A. (currently CSN Mineração S.A.), Itá Energética S.A., Sepetiba Tecon S.A., Lusosider – Aços Planos S.A. and Lusosider Projectos Siderúrgicos S.A. He was also Director of Cia Metalic Nordeste, Companhia Florestal do Brasil, Companhia Metalúrgica Prada, CSN Energia S.A., Estanho de Rondônia S.A., Itá Energética S.A., Mineração Nacional S.A. and Stahlwerk Thüringen GmbH (“SWT”). Currently, he also serves as Director of Fundação CSN and Minérios Nacional S.A., as well as a member of the Board of Directors of MRS Logística S.A. He holds a degree in Mechanical Engineering from the Pontifical Catholic University of Rio de Janeiro, an MBA in Industrial Strategy and Business Management from the Fluminense Federal University of Rio de Janeiro and a business MBA from Fundação Dom Cabral in Belo Horizonte – MG.. | |||
| David Moise Salama | |||
| Mr. Salama has held the position of Executive Officer of the Company since August 2, 2011, being currently responsible for the areas of insurance, credit and property. He has worked at CSN since 2006, having previously held the position of Executive Director of Investor Relations. He is also an Officer of Estanho de Rondônia S.A., Chief Executive Officer of Companhia Florestal do Brasil, Chairman of the Board of Directors of CBSI – Companhia Brasileira de Serviços de Infraestrutura, Vice-Chairman of the Board of Directors of Itá Energética S.A., works in the management of CSN Islands VII Corp, CSN Islands XII Corp, Lusosider – Aços Planos S.A., Lusosider – Productos Siderúrgicos S.A. and Lusosider Ibérica S.A., alternate member of the Board of Directors of FTL – Ferrovia Transnordestina Logística S.A. (all companies controlled by CSN) and alternate member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN). Previously, he served as a member of the Board of Directors of CSN Mineração S.A., Companhia Florestal do Brasil, Sepetiba Tecon S.A. and as Director of Minérios Nacional S.A. (all companies controlled by CSN), and as a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional – CBS. Before joining CSN, he was Controller and Finance Director at Tecnisa Engenharia e Comércio Ltda., Birmann S.A. Comércio e Empreendimentos and Goldfarb Comércio e Construções Ltda. He also held the position of Head of Consolidated Financial Information at Unilever Brasil Ltda. and Senior Auditor at PWC Auditores Independentes. Graduated in Accounting from the Faculty of Economics, Administration and Accounting of the University of São Paulo (FEA-USP), with an MBA in Finance from FEA-USP, he complemented his academic training with the Oxford Advanced Management and Leadership Program at Saïd Business School, from the University of Oxford, England, and the Program on Negotiation at Harvard Law School, United States. | |||
| Luis Fernando Barbosa Martinez | |||
| Mr. Martinez currently holds the position of Executive Director of the Company since August 2, 2011, and is currently responsible for the commercial and logistics areas of the steel, cement, and special sales segments. He has been working at CSN since 2002, having previously held the position of Commercial Director. He also serves as Chairman of the Board of Directors, a member of the Strategic Committee and the Sustainability Committee of MRS Logística S.A., and alternate member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN), Director of Estanho de Rondônia S.A. and CSN Energia S.A., CEO of Companhia Metalúrgica Prada, Commercial Director of CSN Cimentos S.A., and is involved in the administration of Stahlwerk Thuringen GMBH, CSN Mining Asia Limited, CSN Islands VII Corp, CSN Islands XII Corp, CSN Steel S.L.U., CSN Mining Holding S.L.U., CSN Steel Holdings 1, S.L.U., CSN Productos Siderúrgicos, S.L.U., Lusosider – Aços Planos S.A., Lusosider Projectos Sideúrgicos S.A., Lusosider Ibérica S.A. (all companies controlled by CSN), and is a member of the Deliberative Council of the Caixa Beneficente de Empregados da Companhia Siderúrgica Nacional – CBS. He also served as a member of the Board of Directors of the Brazilian Association of Metallurgy, Materials, and Mining – ABM until 2016 and as a member of the Directorate of the Brazil-Germany Chamber of Commerce and Industry until 2018. Previously, he served as a member of the Board of Directors of Nacional Minérios S.A., Companhia Florestal do Brasil, Companhia Metalúrgica Prada, Sepetiba Tecon S.A., and CSN Mineração S.A. (all companies controlled by CSN). Before joining CSN, he was Commercial Director at Alcan Alumínio do Brasil S.A., where he worked for 14 years in process, quality, product/markets development, and commercial areas. He was also the Executive Director of CBCA – Brazilian Steel Construction Center and ABCEM – Brazilian Association of Steel Construction, and President of the Brazilian Association of Steel Packaging – ABEAÇO. He received the “Barão de Mauá Award – Mauá Institute of Technology (IMT) as Professional and Market Highlight in 2016” and is certified by IBGC as an Experienced Board Member IBGC (CCA + IBGC). He holds a degree in Metallurgical Engineering from IMT – Mauá Institute of Technology, a postgraduate degree in Industrial Administration from the School of Production Engineering at the University of São Paulo, and completed his Corporate Management Development Program at Alcan Aluminum Limited, Montreal, Canada. | |||
| Alexandre de Campos Lyra | |||
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He has held the position of Executive Director of the Company since March 2, 2023, being responsible for the production area of the steel industry. From 1999 to 2022 he served in various positions at Vallourec Soluções Tubulares Brasil S.A. (“Vallourec Brasil”), having held, from 2009 to 2022, the position of President of Vallourec Brasil, and from 2014 to 2022 the position of Vice-President and Member of the Global Management Committee of the Vallourec Group. He also served as Chief Operating Officer, General Manager of Industrial Tube Marketing and Sales and Marketing Superintendent of Vallourec Brazil. From 2016 to 2018 he was President of the Brazil Steel Institute (IABR). Previously, he worked in the Mannesmann Brazil Group, having held the positions of Superintendent of The Bar Rolling Mill, Production Manager of Bar Mills, Technical Assistant of the Steel Superintendent and the Industrial Director, and Research Engineer. He holds a bachelor’s degree in Metallurgical Engineering from the Military Institute of Engineering (IME), a Master’s degree in Materials Science from the same institution and a PhD in Metallurgy from the University of Aachen in Germany.
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| Stephan Heinz Josef Weber | |||
| Mr. Weber has held the position of Executive Officer of the Company since June 7, 2021, being responsible for the investment area. Before joining the Company, he served as Chief Executive Officer of Scorpius Gold Brasil S.A., 3 Scorpius Gold Mineração S.A. and Brasil Calcarium S.A., from 2018 to 2021. He also worked, in Brazil and abroad, in steel and mining companies, such as African Minerals, Anglo American and Rio Tinto. Graduated in Metallurgical Engineering from the Federal University of Ouro Preto, with a Masters in Metallurgical Engineering from the Federal University of Minas Gerais and a degree in Global Business from the Saïd Business School at the University of Oxford, UK. | |||
The Board of Directors is comprised of up to eleven members, who meet on a regular basis on the dates established in the annual corporate calendar approved by the Board of Directors and, extraordinarily, whenever necessary. The term of office for board members is two years, with the possibility of re-election. The Company’s Board of Directors is currently comprised of five members. A vacancy of a seat at the Board of Directors is reserved to the Company‘s employees‘ representative, pursuant to the Company‘s Bylaws. Click here access on its constitution.
The Board of Directors shall, among other duties, define and monitor the Company’s policies and strategies, monitor the actions of the Executive Board and decide on relevant matters involving CSN‘s business and operations. It is responsible for the election and removal of the members of the Executive Board, and may, if necessary, set up special committees for its advisory services.
To understand more of its other responsibilities, in addition to the attributions entrusted to the Board of Director by law, access CSN’s Bylaws.
| Benjamin Steinbruch | |||
| Mr. Steinbruch has been a member of the Company’s Board of Directors since April 23, 1993, having held the position of Chairman of the Board of Directors since April 28, 1995. He has also held the position of Chief Executive Officer of the Company since April 30, 2002, being also responsible for the institutional area and mining and railway holdings. He is also Chairman of the Board of Directors of CSN Mineração S.A. and CSN Cimentos S.A. (companies controlled by CSN), Chairman of the Deliberative Council of Fundação CSN. Currently, he also holds the position of Chairman of the Board of Directors of the companies Textília S.A., Fibra Cia. Real Estate Credit Securitizer, Banco Fibra S.A., Elizabeth S.A. – Indústria Têxtil e Vicunha Steel S.A., as well as Vice-Chairman of the Board of Directors of Vicunha Aços S.A., member of the Board of Directors of Vicunha Participações S.A., Director of Rio Purus Participações S.A. and Rio Iaco Participações S.A., administrator of Fazenda Alvorada de Bragança Agro-Pastoril Ltda. (all these companies are part of CSN’s controlling group). He is chairman of the Board of Directors of the Jockey Club of São Paulo and a member of the Board of Directors of the Portuguese Chamber. In the last 5 years, he was 1st Vice-President of the Federation of Industries of the State of São Paulo – FIESP, member of the Superior Strategic Council of FIESP, Director of the Roberto Simonsen Institute and Chairman of the Board of Directors of Nacional Minérios S.A. (merged into CSN Mineração S.A. in 2015), Transnordestina Logística S.A. and FTL – Ferrovia Transnordestina Logística S.A., and administrator of Haras Phillipson Ltda. (company extinguished in November 2017). He holds a degree in Business Administration from the School of Business Administration of Fundação Getúlio Vargas – SP, with a postgraduate degree in Marketing and Finance from Fundação Getúlio Vargas – SP. | |||
| Yoshiaki Nakano | |||
| Mr. Nakano has been an independent member of the Company’s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005, holding the position of Chairman of the Audit Committee since October 30, 2017. He also serves as a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN), independent member of the Board of Directors and member of the Audit Committee of CSN Mineração S.A., independent member of the Board of Directors of CSN Cimentos S.A. (companies controlled by CSN). In addition, he has been Director of the School of Economics at Fundação Getúlio Vargas in São Paulo since 2003. In the last 5 years, he has worked as professor of Economics at Fundação Getúlio Vargas, member of the Superior Council of Economics (COSEC) at FIESP/IRS and has been a member of the the Board of Directors of Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP until 2015. Previously, he was Special Secretary for Economic Affairs at the Ministry of Finance and Secretary of Finance for the State of São Paulo. He holds a degree in Business Administration from Fundação Getúlio Vargas and a Master’s and Doctorate from Cornell University, in the United States. | |||
| Antonio Bernardo Vieira Maia | |||
| Mr. Maia has been an independent member of the Company’s Board of Directors since April 30, 2013, and a member of the Audit Committee since August 8, 2013, having held the position of Chairman of the Audit Committee from May 6, 2014 to 30 October 2017. He was also a member of the Company’s Financial Committee from October 7, 2014 to December 31, 2016. He is the Chief Executive Officer of BRG Capital Ltda. since July 2005. Previously, he served as a member of the Board of Directors of the companies Transnordestina Logística S.A. (jointly controlled by CSN), FTL – Ferrovia Transnordestina Logística S.A. and CSN Mineração S.A. (controlled by CSN) and Director of Credit Suisse / Banco Garantia de Investimentos S.A. from April 1995 to May 2005. He started his career at Citibank Brasil as a trainee in 1982 and moved to Citibank in New York in 1986, where he served as Institutional Investment Analyst at Citigroup for Latin America, until becoming Director of Citibank New York. He was an associate at Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie SA, Geneva, Switzerland from April to December 2006. Graduated in Business and Public Administration from Fundação Getúlio Vargas. | |||
| Miguel Ethel Sobrinho | |||
| Mr. Sobrinho has been an independent member of the Company’s Board of Directors since April 26, 2019, and a member of the Audit Committee since May 3, 2019. He also serves as an independent member of the Board of Directors of CSN Cimentos S.A. and CSN Mineração S.A. (companies controlled by CSN). He is a Director and shareholder of Participa – Empreendimentos Imobiliários e Participações Ltda., acting as an entrepreneur and developer of activities aimed at participating in shopping malls, water and gas energy projects and fast food chains. He holds a degree in Production Engineering from the Polytechnic School of the University of São Paulo, a Master’s in Administration (MBA) from the Faculty of Economics and Administration of the University of São Paulo, he was Professor of Investment and Project Analysis at the Faculty of Economics and Administration of the University of São Paulo and member of the Board of Trustees and founder of the Fundação Instituto de Administração at Universidade de São Paulo. | |||
| Fabiam Franklin | |||
| Fabiam Franklin. Mr. Franklin has been a member of the Company’s Board of Directors since April 28, 2016. He has also been Chairman of the Advisory Board of CSN Invest Fundo de Investimento em Ações since April 4, 2016 and Metallurgy Director at the Company since May 2021. Previously , was General Manager of Production at the Company, having worked at the Reduction Metallurgy, Steel Metallurgy and Sheet Metal units. He also served as a member of the Board of Directors of ABM (Brazilian Association of Metallurgy, Materials and Mining) from 2015 to 2017, and coordinated the CSN Financial Education Program from 2008 to 2017. Graduated in Metallurgical Engineering from Universidade Federal Fluminense ( UFF/RJ), with a specialization in Reduction Metallurgy from the MC Master University in Ontario, Canada and a postgraduate degree (MBA) in Business Management from Fundação Dom Cabral – Belo Horizonte/MG and a master’s degree in Economics from IBMEC/RJ. | |||
The standards established by the Security Exchange Commission (SEC) for listed companies on the New York Stoch Exchange (NYSE) determine the existence of an Audit Committee comprised of at least three independent directors to meet the independence requirements of Rule 10A-3, subject to the Stock Exchange Regulatory Law, with a written regulation specifying certain minimum duties. The Company‘s Audit Committee was constituted in June 2005, in accordance with the rules of the SEC, and is comprised of three independent members of our Board of Directors.
The Audit Committee has autonomy to make decisions regarding provisions of the Sarbanes-Oxley Act – Sections 301 and 407. Some of its main attributions include the review of financial statements and other public information regarding the Company’s operational performance and situation, to recommend to the Board of Directors the appointment, remuneration and hiring of external auditors, as well as to monitor the performance of internal and external audits. Regarding the hiring of external auditors, procedures are adopted to ensure that there are no conflicts of interest, loss of independence or objectivity of the auditor in relation to the Company.
The Audit Committee is currently comprised of:
| Antonio Bernardo Vieira Maia | |||
| Mr. Maia has been an independent member of the Company’s Board of Directors since April 30, 2013, and a member of the Audit Committee since August 8, 2013, having held the position of Chairman of the Audit Committee from May 6, 2014 to 30 October 2017. He was also a member of the Company’s Financial Committee from October 7, 2014 to December 31, 2016. He is the Chief Executive Officer of BRG Capital Ltda. since July 2005. Previously, he served as a member of the Board of Directors of the companies Transnordestina Logística S.A. (jointly controlled by CSN), FTL – Ferrovia Transnordestina Logística S.A. and CSN Mineração S.A. (controlled by CSN) and Director of Credit Suisse / Banco Garantia de Investimentos S.A. from April 1995 to May 2005. He started his career at Citibank Brasil as a trainee in 1982 and moved to Citibank in New York in 1986, where he served as Institutional Investment Analyst at Citigroup for Latin America, until becoming Director of Citibank New York. He was an associate at Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie SA, Geneva, Switzerland from April to December 2006. Graduated in Business and Public Administration from Fundação Getúlio Vargas. | |||
| Yoshiaki Nakano | |||
| Mr. Nakano has been an independent member of the Company’s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005, holding the position of Chairman of the Audit Committee since October 30, 2017. He also serves as a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN), independent member of the Board of Directors and member of the Audit Committee of CSN Mineração S.A., independent member of the Board of Directors of CSN Cimentos S.A. (companies controlled by CSN). In addition, he has been Director of the School of Economics at Fundação Getúlio Vargas in São Paulo since 2003. In the last 5 years, he has worked as professor of Economics at Fundação Getúlio Vargas, member of the Superior Council of Economics (COSEC) at FIESP/IRS and has been a member of the the Board of Directors of Fundação de Amparo à Pesquisa do Estado de São Paulo – FAPESP until 2015. Previously, he was Special Secretary for Economic Affairs at the Ministry of Finance and Secretary of Finance for the State of São Paulo. He holds a degree in Business Administration from Fundação Getúlio Vargas and a Master’s and Doctorate from Cornell University, in the United States. | |||
| Miguel Ethel Sobrinho | |||
| Mr. Sobrinho has been an independent member of the Company’s Board of Directors since April 26, 2019, and a member of the Audit Committee since May 3, 2019. He also serves as an independent member of the Board of Directors of CSN Cimentos S.A. and CSN Mineração S.A. (companies controlled by CSN). He is a Director and shareholder of Participa – Empreendimentos Imobiliários e Participações Ltda., acting as an entrepreneur and developer of activities aimed at participating in shopping malls, water and gas energy projects and fast food chains. He holds a degree in Production Engineering from the Polytechnic School of the University of São Paulo, a Master’s in Administration (MBA) from the Faculty of Economics and Administration of the University of São Paulo, he was Professor of Investment and Project Analysis at the Faculty of Economics and Administration of the University of São Paulo and member of the Board of Trustees and founder of the Fundação Instituto de Administração at Universidade de São Paulo. | |||
The Company‘s Fiscal Council is of non-permanent nature and functions only in the fiscal years in which it is installed, upon request by shareholders and in accordance with the applicable legislation. Regarding its structure and functioning, the Bylaws determine that it must be comprised of three effective members and three alternates, elected by the General Meeting and with a mandate until the first Annual General Meeting held after its installation. The Fiscal Council is an integral part of the Corporate Governance system, whose main function is to supervise, by any of its members, the acts of the Board of Directors and Executive Board, and to verify the compliance with its legal and statutory duties.
Internal Regulations for the Fiscal Council
The Company‘s Fiscal Council was installed on June 29, 2018 and is comprised of the following members:
| Paulo Roberto Evangelista de Lima – Sitting Member | |||
| Administrator, M.B.A, Training for Senior Executives at Banco do Brasil, Fundação Dom Cabral; Lato Sensu Postgraduate, IBMEC Financial Administration; Specialization in Business Management, Fundação Dom Cabral; Corporate Governance Course, USP. BANCO DO BRASIL S.A. (MANAGEMENT POSITIONS): Chairman of the Board of Directors of Cartão BRB S.A. from January/2013 to October/2014. Coordinator of the Technology Committee of Banco do Brasília S.A. from January 2013 to October 2014. CORPORATE GOVERNANCE: Fiscal Advisor of Rio Grande Energia in Porto Alegre, RS, Period from May/2000 to April/2001; Fiscal Councilor of CPFL Distribuição and CPFL Geração: Period from April/2002 to April/2004; Board Member of Celesc – Centrais Elétricas de Santa Catarina S.A. from May 2008 to April 2012, where he was also responsible for coordinating the Legal and Audit Committee; Fiscal Councilor of the Employees’ Pension Fund of Banco do Brasil PREVI: Period from July/2002 to May/2004; Fiscal Councilor of the Banco do Brasil Employees Assistance Fund – Cassi – from February/2010 to May/2012; Board Member of Cadan RJ: Period from April/2002 to April/2003; Fiscal Councilor of Distribuidora de Produtos de Petróleo Ipiranga S.A. – Period from April/2004 to April/2006; Fiscal Advisor of Cecrisa Revestimentos Cerâmicos S.A. from September 2016 to July/2019. Fiscal Councilor of Usinas Siderurgicas de Minas Gerais S.A., Usiminas, from November 2016 to April 2018; Member of the Operational Risk Committee of CIP – Interbank Payment Chamber, representing Banco do Brasil S.A. – from January 2004 to July 2007. Member of the Supervision Committee of the Credit Guarantee Fund – FGC, from September/2007 to January/2012 ; Member of the Risk Committee of the Brazilian Federation of Banks – Febraban, from July/2010 to January/2012; Full Member of the FEBRABAN Compliance Committee from December/2007 to January/2012; Certified Tax Advisor by the IBGC Corporate Governance Institute – October 2016; Participating Partner to carry out consultancy and advisory services in conducting the acquisition process of part or all of the capital of a Financial Institution authorized to operate by the Central Bank of Brazil in conjunction with JL RODRIGUES, CARLOS ÁTILA & CONSULTORES ASSOCIADOS S/S – of March 2015 until December 2015. Member of the Board of Directors of Banco do Brasil S.A. – BB, from April/2019 to the present date. Member of the Risk and Capital Management Committee – CORIS, of Banco do Brasil S.A., from September/2019 to the present date and Member of the People, Remuneration and Eligibility Committee – COPREM, of Banco do Brasil, from May/2019 to the present date. Born Member of the Board of Trustees of Fundação Banco do Brasil – FBB, from September 2021 to the present date. | |||
| André Coji – Sitting Member | |||
| Mr. Coji He has been an effective member of the Company’s Fiscal Council since June 2018. He also serves as an effective member of the Fiscal Council of Via Varejo S.A., an effective member of the Board of Directors, a member of the Independent Committee of Related Parties and a member of the Financial and of Audit of Smiles Fidelidade S.A., Chairman of the Fiscal Council of Tecnisa S.A., Director of the Federation of Industries of the State of São Paulo – FIESP and alternate member of the Fiscal Council of B3 S.A. – Brazil, Stock Exchange, Counter. In addition, it carries out structured financial operations in the real estate market in renowned companies. In the last 5 years, he has served as an effective member of the Board of Directors of Via Varejo S.A, in addition to having carried out philanthropic treasury and fundraising activities for the União Brasileiro-Israelita do Bem Estar Social, a non-profit organization, as well as being member of the board of family businesses in the real estate sector. Graduated in Business Administration from Fundação Getúlio Vargas (FGV) and in Law from the Faculty of Law of the University of São Paulo, in addition to having the IBGC Board of Directors Certificate. | |||
| Nilton Maia Sampaio – Alternate Member | |||
| He has been an alternate member of the Company’s Fiscal Council since April 2022. Over the last 10 years, he has worked as a consultant for SGM Consultores in the accounting and financial areas of medium and large companies, as a Director and Fiscal Councilor of companies in the sector of energy and aviation (i.e. Financial Director of ATINA ATIVOS NATURAIS for 3 years; economic and financial consultant responsible for the preparation of technical accounting reports, economic and financial diagnosis and economic and financial appraisal reports; full member of the Fiscal Council of Multiplus, TAM, CERIPA de Energia, BRENCO HOLDING, Grupo Vicunha, Norte Energia S/A and coordinator of the Audit Committee of Grupo Mapfre). In addition, he is a partner of the company SGM CONSULTORES ASSOCIADOS. | |||
| Beatriz Santos Martini – Alternate Member | |||
| Ms. Martini has been an alternate member of the Company’s Fiscal Council since June 2018. In addition, he is a member of the Audit Committee of CSN Mineração S.A., founder and managing partner of BSM & Associados Ltda., with 27 years of experience in the market, Specialization in Organizational Change consulting projects (Change Management), and practice leader and senior consultant since 1993. In the last 5 years she has provided consulting services to several companies, such as Makro, Casas Pernambucanas, Kroton Anhanguera, Marina Linhares Arquitetura, Supermercado CSD/ Buddy (M&A). Graduated in Production Engineering from the Polytechnic School of the University of São Paulo, with a specialization in Creativity and Educational Technology from Fundação Armando Álvares Penteado and Coaching from the Leading Group (Argentina). | |||
| Angélica Maria de Queiroz – Chairwoman | |||
| Ms. Queiroz currently holds the position of Chairwoman of the Company’s Fiscal Council, to which she was elected in May 2022. She has been a member of the Fiscal Council since June 2018, initially occupying the position of alternate member and becoming an effective member after replacement of a full member made in February 2022. He also serves as a member of the Audit Committee of CSN Mineração S.A. since January 2021 and is an associate and Director of the Public Policy Debate Center – CDPP. In addition, she has been a member of the Advisory Board of IBGT (Brazilian Institute of Management and Turnaround) since 2005, founding partner of Clear Horizon (2002), a strategy consultant for national and international companies (acting in the areas of supply and distribution, production and sales , administrative and financial) and member of the Fiscal Council/Audit of the NGO Américas Amigas. She worked as an independent consultant for the Audit Committee of Companhia Siderúrgica Nacional from 2011 to 2017. Graduated in Economic Sciences from the Pontifical Catholic University of Rio de Janeiro and a postgraduate degree in Finance from Fundação Getúlio Vargas in Rio de Janeiro. | |||
| Wilfredo João Vicente Gomes – Sitting Member | |||
| He has been a member of the Company’s Fiscail Council since April 2024. He holds a degree in Business Administration from the Federal University of Santa Catarina, a degree in Finance and Controlling from FEAN-SC and a specialization in Corporate Governance from Fundação Dom Cabral. Since 2003, he has headed the Multicorp holding company, which includes the companies of OneWG Multicomunicação, the largest advertising agency in Santa Catarina. He was an independent member of the Board of Directors of Centrais Elétricas de Santa Catarina from 2015 to 2024 and of AES Eletropaulo from 2016 to 2017. Since April 2021, he has been a member of the Board of Directors of BRADESPAR. | |||
