Triunfo’s Board of Directors is the company’s decision-making body responsible for establishing general business policies and guidelines, including its long-term strategy and the control and overseeing of the company’s performance. It is also responsible, among other duties, for overseeing the or supervising its Executive Officers management.
Under the Novo Mercado Listing Rules and the company’s By-Laws, the Board of Directors is comprised of 20% independent members at least. The members of the Board of Directors have a unified two-year term of office and may be re-elected. 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 the presentation of the agenda 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.
Prior to their election, the General Meeting shall determine, by vote of the absolute majority, blank votes excluded, the number of member positions on the Board of Directors to be filled in each fiscal year, observing a minimum of five members. The Brazilian Corporation Law, combined with CVM Instruction No. 282 of June 26, 1998, allows the adoption of the multiple vote process, upon 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 for the Board of Directors and their respective alternate in separate vote.
|Board Members||Position||Election Date||End of Office|
|Antônio José Monteiro da Fonseca de Queiroz||Board Member||April/2019||August/2021|
|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.|
|Amin Alves Murad||Independent Board Member||April/2019||August/2021|
|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||Chairman||April/2019||August/2021|
|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/2019||August/2021|
|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/2019||August/2021|
|Born on March 16, 1974, he graduated in Economic Science from the University of Cuiabá (UNIC) in Mato Grosso, has a postgraduate degree in Controllership from UNIC and an MBA in Finance from Fundação Getulio Vargas (FGV). Since 1988 he has worked in companies related to the Triunfo Group in the Administrative-Financial area. Until the beginning of 2008, he served as the investor relations officer for the Porto Alegre-Osório Concessionaire (Concepa).|
|Gustavo de Pinho Gato||Independent Board Member||April/2019||August/2021|
|Born on June 9, 1984, he graduated as an Economist from Faculdade de Campinas, has more than 10 years of experience in the financial market, mainly in the area of asset management. He currently works at Explorador Capital Management, LLC. Gustavo still has experience as a strategic consultant having worked at McKinsey & Co and Monitor Group.|
Triunfo’s Executive Officers are responsible for the general operation of its businesses and for all necessary or appropriate actions, as well as for carrying out the deliberations of the Company’s Board of Directors. The Executive Officers have individual responsibilities and are appointed by the Board of Directors for unified two-year terms and may be re-elected.
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 Mercado Regulations.
|Executive Officers||Position||Election Date||End of Term|
|Carlo Alberto Bottarelli||Chief Executive Officer||May/2019||May/2021|
|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 and IRO since February, 2018. Mr. Bottarelli is a Board Member of the following affiliates/controlled companies: Aeroportos Brasil S.A., Aeroportos Brasil – Viracopos S.A., Concessionária da Rodovia Osório Porto Alegre – CONCEPA, Companhia de Concessão Rodoviária Juiz de Fora – RIO (CONCER), Empresa Concessionária de Rodovias do Norte S.A. – ECONORTE, Maestra Navageção e Logística S.A., NTL – Nevagação e Logística S.A., PORTONAVE S.A. – Terminais Portuários de Navegantes, 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 and Concebra – Concessionária das Rodovias Centrais do Brasil S.A.|
|Dorival Pagani Junior||New Business Officer||May/2019||May/2021|
|Dorival Pagani Júnior, born in 1974, has a degree in civil engineering from the State University of Londrina, post-graduate qualifications in finance, accounting and controllership from INBRAPE and an MBA from the Getulio Vargas Foundation (FGV). Works in Triunfo since 1998 and joined TPI in 2007, where participated in the company’s IPO in 2007 as well as in the public bids for highway concessions. In 2008, was the CEO of Triunfo – Convale (Ayrton Senna and Carvalho Pinto toll roads public concession) and in 2009, the CEO of TACS – Triunfo Administradora e Corretora de Seguros. In 2011, worked in Triunfo as New Business Officer and led the structuring of the Viracopos Airport and of the BR-060/153/060 Toll Road (1.176,5 km) concessions. Since 2014, has been working in Triunfo Concebra as Director of Engineering of the BR-060/153/060 Toll Road concession, where structured the staff and management processes, and had negotiated contracts for construction of the road infrastructure. Since May, 2014 worked as TPI Director in a M&A Project to acquire Transbrasiliana concession. Since 2015 work as Triunfo Transbrasiliana CEO, and since 2017 also as CFO and IR Director. Since Aug, 2017 work only as Triunfo Transbrasiliana CEO again. Since June 01, 2018 work as Triunfo Business Development Director to develop Brites Terminal, a new port terminal at Santos, Brazil. He is not an administrative member of any other Triunfo’s subsidiary.|
|Marcos Paulo Fernandes Pereira||Chief Financial||May/2019||May/2021|
|Marcos Paulo Fernandes Pereira, born in 1979, has a degree in Economic Sciences from the Pontifical Catholic University of São Paulo (PUC-SP). With more than 20 years of experience in the financial market, he worked at major institutions such as Socopa, HSBC, Fator and Votorantim as a securities analyst, and also in prominent positions as chief analyst in several segments of the economy, including: oil and petrochemicals , real estate, shopping center, pulp and paper and biofuels. He participated directly in the placement of several IPOs and follow-ons such as OGX, MRV, Petrobras, PDG, Tecnisa, among others, and joined Triunfo Participações e Investimentos in 2012, as investor relations manager. In 2014, he accumulated the function of financial manager, actively working in the relationship with analysts and investors of the company, as well as in the issuance of debts of both Triunfo Participações and its investees. He acts as Financial and Investor Relations Administrative Director of the subsidiary Transbrasiliana Controlada de Rodovia S.A.|
|Roberto Solheid da Costa de Carvalho||Investor Relations Ofificer||April/2020||May/2021|
|Roberto Solheid da Costa de Carvalho graduated as an Economist from the University of Administration and Economics of Paraná. Between 2007 and 2014, he served as Administrative Manager at Construtora Triunfo S.A. in the areas of transportation, purchasing, equipment and fleet. From 2014 to 2018 he served as Chief Financial Officer of the same company, having also been a member of Triunfo’s Board of Directors between the years 2019 and 2020.|
According to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from the Company’s Management and external auditors. The main responsibility of the Fiscal Council is to supervise Management activities and analyze the Company‘s financial statements, reporting their findings to the shareholders.
Triunfo’s Fiscal Council is not a permanent body but may be installed in any fiscal year under the terms of current legislation. Its members are elected at the General Meeting. Whenever installed, it will consist of three effective members and an equal number of alternates, shareholders or not, linked to specific effective Board Members, shareholders or not. Pursuant to the Brazilian Corporation Law, if the Fiscal Council is not permanent, it can be established at the General Meeting upon the request of shareholders holding at least 10% of common shares and its members shall remain in office until the first scheduled General Meeting of the year following the election. The installation of members of the Fiscal Council is conditional on the signing of the Fiscal Council members Term of Commitment set forth in the Novo Mercado Regulations.
In addition, minority shareholders holding at least 10% of Triunfo’s shares are also entitled to separately appoint a member of the Fiscal Council and their 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. In addition, 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 fees and profit sharing.
The Fiscal Council of Triunfo was installed at the General Meeting held on April 24, 2011.
|Fiscal Council Members||Position||Election Date||End of Office|
|Bruno Shigueyoshi Oshiro||Member||April/2020||April/2021|
|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.|
|Vanderlei Dominguez da Rosa||Member||April/2020||April/2021|
Vanderlei Dominguez da Rosa, graduou-se como contador, na Universidade Federal do Rio Grande do Sul. Atua como sócio-executivo da empresa HB Audit – Auditores Independentes S.S., desde janeiro de 1994, sendo que atua na firma desde dezembro de 1988, onde sua principal função é a de executar, revisar e supervisionar os trabalhos de auditoria independente e é responsável técnico perante a Comissão de Valores Mobiliários (CVM). Atualmente como Conselheiro Fiscal Titular das companhias: Triunfo Participações e Investimentos S.A., Odontoprev S.A. e Tegma Gestão Logística S.A., e como Conselheiro Fiscal Suplente da Idéiasnet S.A.e da Padtec S.A. Atuou como membro do conselheiro fiscal de outras companhias como por exemplo: Inepar S.A. Indústria e Construções, Brasil Ferrovias S.A., Ferrovias Bandeirantes S.A., Marisol S.A., Tupy S.A., Trafo Equipamentos Elétricos S.A. e Bematech S.A.
|Paulo Roberto Franceschi||Member||April/2020||April/2021|
|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.|
|Moacir Gibur||Alternate Member||April/2020||April/2021|
|Moacir Gibur, holds a Bachelor of Science in Accounting from Sociedade Educacional Tuiuti do Paraná, working since 2001 as a partner at Audicontrol Auditoria e Controle with responsibility for the strategic management of the business, technical responsibility for working together with the other partners, and the general administration of company. Mr. Moacir is a former member of the Fiscal Council of the company SIDERQUIMICA SA and was an alternate member of the fiscal council of the companies: Centrais Elétricas do Para SA, Cia Energética do Maranhão SA and Equatorial Energia SA, from 2015 to 2016, having exercised function of effective advisor in a period of six months.|
|Evandro Ferreira de Oliveira||Alternate Member||April/2020||April/2021|
|Mr. Oliveira was born on August 19, 1982, graduated in Accounting Sciences from Universidade São Judas Tadeu and holds an MBA in Controllership from Centro Universitário Nove de Julho. He has been accounting-partner of Bertola e Associados Contabilidade since Feb. 2008, a medium-sized firm operating in the outsourcing market since 1996. There, he is responsible for the accounting and tax areas of medium and large-sized clients, in Brazil and abroad, operating in a variety of market segments.|
|Ricardo Bertucci||Alternate Member||April/2020||April/2021|
|Born on August 2, 1977, he graduated in Accounting from the Federal University of Paraná and has a Post-Graduation from the FAE Business School in Curitiba / PR. Partner at AUDICONTROL Auditoria and Control, an independent audit and consulting firm in the accounting and tax areas, since 2011. Experience in the accounting area for over 20 years, and since 2000 has been working in the audit and consulting. He was alternate Fiscal Council member of Tijoá – Tijoá Participações e Investimentos S.A, Equatorial Energia S.A., Celpa – Centrais Elétricas do Pará S.A. and CSE Energia – Strategic Solutions Center S.A, and currently is Alternate Fiscal Council Member of Sanepar – Companhia de Saneamento do Paraná|
The company has an extensive process of reviewing the matrix of risks and opportunities of its business. Led by the Board of Executive Officers, under the supervision of the Board of Directors, this process follows a new management flow, which requires the related companies to periodically report on the matter to the Company’s Board of Directors. The Company’s governance structure also includes the following non-statutory committees: