The organizational structure of Sanepar is presented in its organizational chart, formed by the General Shareholders’ Meeting, Fiscal Council, Board of Directors, Elegibility Committee, Statutory Audit Committee, Technical Advisory Committee, and the Board of Executive Officers composed by the Chief Executive Office and others: Administrative, Commercial, Financial and Investor Relations, Investment, Legal, Environment and Social Action, and Operations. The structure also has two Deputy Offices: Communications & Marketing and Governance, Risks & Compliance, as well as the Internal Audit.
BOARD OF EXECUTIVE OFFICERS
The Board of Executive Officers is responsible for the day-to-day management of the Company’s business, in compliance with the Organization Plan, Multiyear Business Plan and Annual Budget prepared and approved in accordance with the Company’s Bylaws.
The Board of Executive Officers shall be composed of up to eight (8) directors with executive functions, whether shareholders or not, elected by the Board of Directors, appointed as Chief Executive Officer, Chief Financial and Investor Relations Officer, Chief Operating Officer, Chief Administrative Officer, Chief Commercial Officer, Chief Investment Officer, Chief of Environment and Social Action Officer, and Chief Legal Officer.
The term of office of the Officers is two (2) years, and re-election is permitted.
The Executive Board shall meet, ordinarily at least once a month, and, extraordinarily, whenever called by the Chief Executive Officer or by two (2) directors.
The Executive Board will validly deliberate with the minimum presence of five (5) of its members.
The duties of the Executive Board are set forth in the Company’s Bylaws.
Composition of the Board of Executive Officers:
|Claudio Stabile||Chief Executive Officer||06/10/2022|
|Sergio Wippel||Chief Operating Officer||06/10/2022|
|Priscila Marchini Brunetta||Chief Administrative Officer||06/10/2022|
|Leura Lucia Conte de Oliveira||Chief Investment Officer||06/10/2022|
|Andrei de Oliveira Rech||Chief Legal Officer||06/10/2022|
|Abel Demetrio||Chief Financial and Investor Relations Officer||06/10/2022|
|Julio Cesar Gonchorosky||Chief of Environment and Social Action Officer||06/10/2022|
|Elerian do Rocio Zanetti||Chief Commercial Officer||06/10/2022|
BOARD OF DIRECTORS
The Board of Directors is the deliberative body responsible for determining the guidelines and general orientation for the business and for formulating and expressing the Company’s policies.
The Board of Directors is composed of nine (9) members, one of whom shall be its Chairman, elected and dismissed at any time by the General Shareholders’ Meeting, for a term of two (2) years, and may be reelected.
The Board of Directors shall meet ordinarily once a month and, extraordinarily, by convening of its Chairman, a third of its members or when requested by the Board of Executive Officers, and shall validly deliberate with a minimum presence of five (5) of its members.
The attributions of the Board of Directors are set forth in the Company’s Bylaws.
Composition of the Board of Directors:
|Vilson Ribeiro de Andrade||Chairman||04/22/2022|
|Adriano Cives Seabra||Director (Independent)||04/22/2022|
|Eduardo Francisco Sciarra||Director||04/22/2022|
|Elton Evandro Marafigo||Director – Employee Representative||04/22/2022|
|Jacques Geovani Schinemann||Director||04/22/2022|
|Joisa Campanher Dutra Saraiva||Director (Independent)||04/22/2022|
|Milton José Paizani||Director||04/22/2022|
|Rodrigo Sanchez Rios||Director||04/22/2022|
The Company will have a Fiscal Council composed of five members and equal number of alternates, shareholders or not, elected by the General Shareholders’ Meeting, for a term of two years, and may be reelected.
The Fiscal Council shall meet ordinarily once a month and, extraordinarily, whenever called by the Board of Directors, the Board of Executive Officers or any of its effective members, with the attributions, competencies, duties and responsibilities established by the law.
Composition of the Fiscal Council:
|Ricardo Cansian Netto||João Elias de Oliveira||Member||04/19/2023|
|Daniel Ricardo Andreatta Filho||Member||04/19/2023|
|Laerzio Chiesorin Junior||Enzo Molinari||Member||04/19/2023|
|Marco Antonio Mayer Foletto||Gilberto Carlos Monticelli||Member||04/19/2023|
|Paulo Roberto Fransceschi||Ricardo Bertucci||Member||04/19/2023|
TECHNICAL ADVISORY COMMITTEE
The Company will have a Technical Advisory Committee composed of six members to be appointed by the Board of Directors, and the members of the Technical Advisory Committee may or may not be members of the Board of Directors. One of the representatives of the Technical Advisory Committee will necessarily be a member of the Board of Directors representing the minority shareholders, indicated by their peers.
The Technical Advisory Committee is an advisory body of the Board of Directors, based on non-binding opinions on the matters defined by Sanepar’s Bylaws.
Composition of the Technical Advisory Committee:
|Adriano Cives Seabra||Member||04/22/2022|
|Alex Sandro Noel Nunes||Member||04/22/2022|
|Lucas Grubba Pigatto||Member||04/22/2022|
|Gizele Aparecida Tibes Siqueira||Member||04/22/2022|
|Helio Renato Wirbiski||Member||04/22/2022|
|Vinicius Greco Pazza||Member||04/22/2022|
STATUTORY AUDIT COMMITTEE
The Company will have a Statutory Audit Committee composed of four independent members, to be appointed by the Board of Directors, with a term of two years, with the final term coinciding with the term of the Board Directors, allowed three consecutive re-runs. One of the representatives of the Statutory Audit Committee will necessarily be a member of the Board of Directors representing the minority shareholders, indicated by their peers.
The Statutory Audit Committee shall meet at least monthly on an ordinary basis and, extraordinarily, whenever convened by the Chairman. When deemed necessary, the Committee may meet with any member of the Board of Executive Officers, Independent Auditors, Internal Audit, Fiscal Council or any other body of governance.
The attributions and competencies of the Statutory Audit Committee are set forth in the Company’s Bylaws.
Composition of the Statutory Audit Committee:
|Cassio Prudente Vieira Leite||Member||04/22/2022|
|João Paulo de Castro||Member||04/22/2022|
|Milton José Paizani||Member||04/22/2022|
Direct contact with the Statutory Audit Committee can be done through email firstname.lastname@example.org
This communication channel is intended to record occurrences / complaints related exclusively to:
- Non-compliance with legal and regulatory standards;
- Evidence of fraud or error in internal controls or financial statements;
- Reporting suspected corruption or misconduct;
- Internal and independent audit activities.
If the manifestation does not fit the above hypotheses or if you intend to register a complaint, request for information, request, opinion, suggestion, query or praise, access the Ombudsman’s Channel.
In order to ensure confidentiality, impartiality and independence in the analysis of the information received, the messages will be forwarded directly to the Audit Committee, which is formed by members without any bond of subordination to the Company’s Board of Executive Officers. Confidential treatment of information and protection of the identity of the provider, when requested, will be ensured.
The channel admits the registration of anonymous reporting, provided that it consists of facts or objective information that enable the verification and identification of the concrete elements denounced.
The Company will have an Elegibility Committee that will be elected and dismissed by the General Shareholders’ Meeting, with a unified mandate of 2 years, allowing 2 consecutive re-runs.
The Elegibility Committee is a permanent statutory body, an auxiliary of the shareholders which will verify the conformity of the nomination and evaluation process of the board members, fiscal councilors and members of Statutory Committees, under the terms of the current legislation.
The Elegibility Committee shall meet whenever necessary to express its opinion on matters within its competence.
Composition of the Elegibility Committee:
|Fabio Leandro Tokars||Member||04/19/2023|
|Robson Augusto Pascoalini||Member||04/19/2023|
|João Biral Junior||Member||04/19/2023|
|Valquiria Aparecida de Carvalho||Member||04/19/2023|
|Thais Cercal Dalmina Losso||Member||04/19/2023|