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/2021||OGM/2023|
|Antônio José Monteiro da Fonseca de Queiroz, born on July 14, 1957, studied Business Administration at FIM – Faculdades Integradas de Marília – SP in 1976-1979. He studied MBA in Project Management at FIA – Fundação Instituto de Administração, in 2002-2003. Worked as Administrative Supervisor at Rodomaq Construções Ltda. Company that worked in the engineering area, specifically civil construction, during the development of several colonization projects in the State of Mato Grosso, including the “Terra Nova Project” of Codemat – Development Company of the State of Mato Grosso. He was also Commercial and Financial Director of Construtora Triunfo S / A from 1983 to 2005. He participated in the structuring and implementation and also as a member of the Boards of Directors of the following companies: Econorte – Empresa Concessionária de Rodovias do Norte S / A, Portonave – Terminals Portuarios de Navegantes S / A, Elejor – Centrais Elétricas do Rio Jordão S / A, Concepa – Concessionaire of Rodovia Osório-Porto Alegre S / A, Itiquira Energética S / A, Rio Verde Energia S / A, Rio Canoas Energia S / A, Ecosul S / A – Southern Highway Concessionary Company S / A, Ecovale – Vale do Itajaí Highway Concessionary Company, Iceport – Frigorific Terminal of Navegantes S / A, having also participated in the implementation and served as Director Of the TPI, from its foundation until the year of 2007. He is currently a shareholder and a member of the Company’s Board of Directors.|
|Amin Alves Murad||Independent Board Member||April/2021||OGM/2023|
|Amin Alves Murad, born on March 6, 1960, graduated in Mechanical Engineering from Universidade Santa Úrsula and has an MBA in Financial Management from Citimaster, Citibank. In 1992 he took a course on Total Quality Control (TQC) at JUSE, Japan, in 2001 he gave the Press Relations Training at FSB and in 2002 he took the Predictive Index course at the company Arquitetura Humana. He served as Control Manager of BBM Broker and Administrative Manager of Banco BBM until 1989, and as CEO and Advisor to the companies: Engepack Embalagens SA, Pronor Petroquímica SA, Nitrocarbono SA and only as Advisor to the companies: Latapack Ball SA, Norquisa SA, Policarbonatos do Brasil SA until 1999. From 1995 to 1998 he served as Director at the Union of Petrochemical Industries of the State of Bahia. He served as Chief Executive Officer at the Lachmann Group from 2000 to 2004, and Director of the National Union of Maritime Shipping Companies between 2001 and 2007. He acts as Managing Partner of ARM Gestão Consultoria e Participações Ltda from 1999 to 2021, a company restructuring consultancy. From 2006 to 2010, he served as CEO of SuperVia Concessionária de Transporte Ferroviário SA, and as Operations Director at Concessionária Porto Novo SA from 2010 to 2012. He served as Independent Director of CR2 Empreendimento Imobiliários SA from 2012 to 2015. He coordinated the Judicial recovery of GPC Group companies (GPC Participações SA, Apolo Tubos e Equipamentos SA and GPC QuímicaS.A.) From 2012 to 2020 and Oriente Construção Civil Ltda in the GroupOriente from 2015 to 2018. He is Chairman of the Board of Directors of Apolo Tubulars S.A. and Companhia Petroquímica do Nordeste (Copenor) since 2012 and Director of GPC Participações S.A.Chairman of the Audit Board of Banco Pan S.A. since 2019. Serves as a member of the Company’s Board of Directors since 2016.|
|João Villar Garcia||Chairman||April/2021||OGM/2023|
|João Villar Garcia, born on July 7, 1951, graduated as a Civil Engineer from Escola de Engenharia de Lins / SP. Between 1985 and 1986, he served as a director at C.R. Almeida S.A. whose objective is to act in infrastructure segments. Since 1985, he is a shareholder of Construtora Triunfo. He has actively participated in several works in the area. He is currently a shareholder and member of the Company’s Board of Directors.|
|Leonardo de Almeida Aguiar||Board Member||April/2021||OGM/2023|
|Leonardo de Almeida Aguiar, born on December 27, 1969, graduated as a Civil Engineer at Escola de Engenharia de Lins / SP. Between 1995-1996, he worked at STU – Servicios Tecnicos Urbanos, Madrid, Spain, a company that works in the implementation of urban projects, as a technician in the area of concession of public water, waste and alternative energy generation services. He has worked as an engineer at Construtora Triunfo since 1996, having participated in several projects such as: duplication of BR 38, between Belo Horizonte / MG and São Paulo / SP, construction of the Volkswagen truck plant in Resende / RJ, renovation of the CPTM Lapa stations and Franco da Rocha, in São Paulo / SP, construction of the Itiquira hydroelectric plant, in Mato Grosso. In 1999 he was appointed regional supervisor for Construtora Triunfo, a position he held until 2005. He is currently a member of the Company’s Board of Directors|
|Ricardo Stabille Piovezan||Board Member||April/2021||OGM/2023|
|Ricardo Stabille Piovezan, born on March 16, 1974, graduated in Economic Science from UNIC – University of Cuiabá in Mato Grosso, has a Postgraduate Degree in Controllership from UNICUniversidade de Cuiabá and an MBA in Finance from Fundação Getulio Vargas. Since 1988 he has worked in companies linked to the Triunfo Group (Construtora Triunfo, Itiquira Energética S.A., TPI, and Concepa) in the areaAdministrative-Financial. Until the beginning of 2008, he served as Investor Relations Officer for the Concessionaire of Rodovia Osório-Porto Alegre S.A. – Concepa. He has been working since 2007 in the position ofManagement of TPI – Triunfo Participações e Investimentos.|
|Gustavo de Pinho Gato||Independent Board Member||April/2021||OGM/2023|
|Gustavo Pinho de Gato, born on June 9, 1984, graduated as an Economist from the Faculty of 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.|
|Luis Fernando Wolff de Carvalho||Board Member||April/2021||OGM/2023|
|Born on June 21, 1953, he graduated as a Civil Engineer from the Federal University of Paraná and as an Economist from FAE – Catholic Faculty of Administration and Economics. Worked as an intern, Construction Engineer and Superintendent at EBEC – Engenharia Brasileira de Construções S.A., until 1983, a company whose purpose is to work in the area of engineering and construction. From 1983 to 1987 he was Superintendent Director of C.R. Almeida Engenharia e Construções S.A., whose object is to work in the engineering area, specifically civil construction. In December 1987 he acquired the company Construtora Malachias Ltda. which has as its object the performance in the engineering area, specifically civil construction and, in January 1988, associated with Construtora Triunfo S.A|
|João Adalberto Elek Junior||Board Member||April/2021||OGM/2023|
|João Adalberto Elek Junior, born on November 26, 1958, graduated in Electronic Engineering from the Pontifical Catholic University of Rio de Janeiro – PUC-RJ, studied Master in Business Administration (MBA) at COPPE-AD in Rio de Janeiro and Executive M&A Education Program at Columbia University Graduate Business School. With over 37 years of experience, he has held leadership positions in the positions of Board Member, Advisory Board, Investigation Committee, Finance Committees, CEO, CFO, CCO and DRI, passing through large companies, such as Citibank NA|
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/2021||May/2023|
|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 from February, 2018 to April 2020. 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/2021||May/2023|
|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 Officer||May/2021||May/2023|
|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 Chief Executive Officer of the subsidiary Transbrasiliana Controlada de Rodovia S.A.|
|Roberto Solheid da Costa de Carvalho||Investor Relations Ofificer||May/2021||May/2023|
|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|
|Silmar Marques Palumbo||Member||April/2022||OGM 2023|
|Founding partner of NVR Auditores e Consultores, with over 30 years of experience in the areas of auditing and consulting for financial institutions, public companies, among others. Coordinated numerous merger and acquisition operations, valuations for public offering of shares. He was a Founding Partner at PortBank where he worked in mergers and acquisitions, a Partner at Trevisan Auditores, he served as Fiscal Councilor of Banks, Companies and Director of CRC-SP for several terms. Academic background: Economic Sciences, Accounting Sciences and Law.|
|Vanderlei Dominguez da Rosa||Member||April/2022||OGM 2023|
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/2022||OGM 2023|
|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/2022||OGM 2023|
|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.|
|Fernando Luis Chichitte Castanho||Alternate Member||April/2022||OGM 2022|
|Founding partner of BV Client Consultoria Empresarial with over 20 years of experience in the areas of auditing and consulting for financial institutions, public companies, among others. Participated in merger and acquisition operations, valuations for public offering of shares. He was manager of the company Nexia Villas Rodil, working on economic-financial evaluation works, intangible assets, business plans, PPA and Impairment. Academic background: Economic Science.|
|Ricardo Bertucci||Alternate Member||April/2022||OGM 2023|
|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: