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Management

Board of Directors

It is composed of at least seven and at most eleven members, elected at a General Shareholders’ Meeting for a term of up to two years, with a maximum of three consecutive reelections permitted. Of all the members of the Board of Directors, the CEO and the employee representative are non-independent. All other members declare themselves to be independent. In 2021, the average attendance at meetings of the Board of Directors was 94% and the average number of excused absences was 6%.

 

Márcio Andrade Weber
Chairman of the Board of Directors | Appointed by the Controlling Shareholder | Independent member

Márcio Andrade Weber

Chairman of the Board of Directors | Appointed by the Controlling Shareholder | Independent member

Mr. Márcio Andrade Weber is a civil engineer graduated from the Federal University of Rio Grande do Sul (1975), with specialization in petroleum engineering from Petrobras. He joined Petrobras in 1976, where he worked for 16 years, having been one of the pioneers in the development of the Campos Basin, and held several managerial and directive positions among which we highlight activities abroad, in the international area of Petrobras, in Trinidad (1980-1981), Libya (1984-1986) and Norway (1987-1990). He was a member of the Board of Petrobras International Services (Braspetro) (1991-1992) and Director of Petroserv S.A. (2007-2020), developing the Company’s participation in E&P activities, support navigation and deepwater drilling rigs. He was responsible, as CEO of BOS navegação (JV between Petroserv and two foreign companies), for the construction in national shipyards of 4 support tugboats. In parallel, as Director of Petroserv he participated in the construction and operation of 4 deepwater drilling platforms, with Shell and ENI (Indonesia) as main clients. He also acted as consultant for the PMI group in the operation of these units (2020-2021).

Caio Mário Paes de Andrade
Appointed by the Controlling Shareholder | Non-Independent member | CEO

Caio Mário Paes de Andrade

Appointed by the Controlling Shareholder | Non-Independent member | CEO

Mr. Caio Mário Paes de Andrade is a member of the Board of Directors and CEO of Petrobras since June 2022. He has a degree in Social Communication from Universidade Paulista, a post-graduate degree in Administration and Management from Harvard University and a Master’s degree in Business Administration from Duke University. An entrepreneur with proven successes in information technology, real estate market, and agribusiness, he founded and/or led the construction of several emblematic companies in the Brazilian Information Technology market. In this trajectory he has conducted more than 20 M&A processes, including company consolidations, strategic acquisitions, minority acquisitions, funding from institutional investors, divestitures, spin-offs and sale of control processes. In the social area, he founded and monitors the activities of the Fazer Acontecer Institute – a self-sustainable organization that directly positively impacts 4,000 children and adolescents in the semi-arid region of Bahia through sports. In 2019 he assumed the Presidency of SERPRO, the leading state-owned Information Technology company in the Americas. He then became Special Secretary of Debureaucratization, Management and Digital Government, former Ministry of Planning, where he coordinated the elaboration of the Administrative Reform and the GOV.BR Platform, central core of the Digital Transformation of the Brazilian state.

 

Francisco Petros
Appointed by the Minority Shareholders that hold Ordinary Shares for separate election | Independent member

Francisco Petros

Appointed by the Minority Shareholders that hold Ordinary Shares for separate election | Independent member

Mr. Francisco Petros is a lawyer from Universidade Mackenzie, specializing in the areas of corporate governance, compliance and forensic investigations. He also holds a degree in economics from Pontifícia Universidade Católica de São Paulo and a post-graduate degree in finance (MBA) from Instituto Brasileiro do Mercado de Capitais (IBMEC). He has attended numerous courses in Brazil and abroad in the areas of corporate governance, compliance, internal investigations (forensics), criminal and civil settlements in several jurisdictions and market regulation. He worked for 25 years in the capital markets area (1983-2008), where he held positions of Director and CEO of large companies, having acquired solid knowledge of corporate finance, valuation and investments. He was President of ABAMEC-SP (Association of Capital Market Analysts and Investment Professionals of São Paulo) (1999-2001) and President of the Supervisory Board of Capital Market Analysts, established by CVM – Securities and Exchange Commission (2010-2015). He has been a Board Member of large Brazilian companies, having participated in the restructuring of corporate governance and strategic decision making of companies, among which: BRF (2017-2020), Petrobras (2015-2019) and BR Distribuidora (2015-2016). On these boards he was a member of statutory audit, finance, people and strategy committees. He is currently a member of the Ethics Committee of FUNCESP, member of the Audit Committee of the Mapfre Group (Brazil), Advisor to the Presidency of the São Paulo Lawyers Institute (IASP) and Member of the Board of Directors of Petrobras (elected in April 2022).

José João Abdalla Filho
Appointed by the Minority Shareholders that hold Ordinary Shares | Independent member

José João Abdalla Filho

Appointed by the Minority Shareholders that hold Ordinary Shares | Independent member

Mr. José João Abdalla Filho, also known as Juca Abdalla, through his investment channels, is one of the largest individual long-term investors of B3, with values above R$ 20 billion, focused on the Oil & Gas, Energy and Mining segments, and whose positions have been carried for more than 10 years. Although he was a substitute member for a period, in both companies Cemig and CEG substitutes attend the meetings of the Board of Directors, which gave him an important background in the Energy and Oil & Gas segments, and his performance has always been guided by respect for the interests of all stakeholders, especially in state-controlled companies. With a focus on operating cost control, discipline in capital allocation, and return equivalent to the risk assumed by all stakeholders, especially the companies’ shareholders, always with a long-term view, Director Juca seeks to support Management’s performance in the best way possible.

Luiz Henrique Caroli
Appointed by the Controlling Shareholder | Independent member

Luiz Henrique Caroli

Appointed by the Controlling Shareholder | Independent member

Mr. Luiz Henrique Caroli has been a Fleet Admiral in the Brazilian Navy since 2016. In addition to the Naval War College, Mr. Luiz Henrique Caroli has taken courses at the Naval War College, including Command and General Staff (Master of Naval Science), Naval War College, and Maritime Policy and Strategy (Doctorate in Naval Science). In addition, he took the course of Advanced Studies in Politics and Strategy at the War College. He has a post-graduate degree in Strategic Planning and Management from the COPPEAD Institute of the Federal University of Rio de Janeiro and the Certificate in Advanced English from the University of Cambridge. He has held several command and direction in the Brazilian Navy, having held the positions of Chief of Logistics of the Joint Staff of the Armed Forces and General Director of Navy Material. He was Chairman of the Board of Directors of the Naval Projects Management Company (EMGEPRON) from Jan/2017 to Feb/2020. He also held the position of Permanent Representative of Brazil to the International Maritime Organization in London from Mar/2020 to Mar/2022.

Marcelo Gasparino da Silva
Appointed by the Minority Shareholders that hold Ordinary Shares | Independent member

Marcelo Gasparino da Silva

Appointed by the Minority Shareholders that hold Ordinary Shares | Independent member

Mr. Marcelo Gasparino da Silva is a lawyer graduated from the Federal University of Santa Catarina and a specialist in Corporate Tax Administration from the School of Administration and Management of the Santa Catarina State University (ESAG). He has executive training in mergers and at the London Business School, and in CEO from Fundação Getúlio Vargas (IBE/FGV/IDE). He is a professor at Fundação ENÁ – Government School for certification of administrators of state-owned companies and mixed economy companies. For the past 11 years he has served as an Independent Board Member in publicly traded companies, with more than 30 mandates as Board Member and 5 as Fiscal Councilor, being 6 years as Chairman of the Board. He has been Chairman of the Board of Directors of ETERNIT since 2017, Board Member of VALE since 2020, of Companhia Energética de Minas Gerais (CEMIG) since 2016 and of PETROBRAS since 2021. At VALE, he is Coordinator of the Sustainability Committee and member of the Nomination Committee, for the choice of candidates to be nominated by Management to its shareholders at the 2023 General Shareholders’ Meeting for the 2023-25 term. He was a member of the Operational Excellence and Risks Committee from 2020 to 2022.
At Petrobras he is Chairman of the Minorities Committee, and a member of the Committees of: Investments; of Audit of the Companies of the Petrobras Conglomerate; and of Safety, Environment and Health. At CEMIG he is a member of the Finance and Strategy Committee. At ETERNIT he is Coordinator of the Photovoltaic Generation Committee, and a member of all advisory committees. With passages through the mining and steel sectors, oil & gas, petrochemical, logistics, energy generation, transmission and distribution, natural gas distribution, steel transformation, base industry, civil construction, roofing for civil construction including photovoltaic generation, warehousing, and basic sanitation he has acquired skills, capacities, and knowledge, skills that allow him to contribute in the most diverse matters and strategies that are addressed in the boards he participates, such as turnaroud, ESG, capital structure, mergers & acquisitions, sale of non-core assets, financial restructuring of companies in crisis, including judicial recovery, executive succession, legal issues of high complexity and leadership in facing crises of global impact as COVID-19. He was part of emblematic cases of minority activism, such as the election of the first and only Chairman of the Board nominated and elected by minority shareholders in a publicly traded company with a Controlling Group (Usiminas 2015); the first election of a candidate nominated by a minority shareholder in a state-owned company (Eletrobras 2016); the first election of a minority shareholder in Vale (2019); the first election of a minority shareholder in Petrobras (2020); Challenging at CVM the proposal to include “negative voting” in an election process for the Board of Directors of a Brazilian public company (Vale 2021); the election of 4 alternative candidates in the first election process at the world’s largest iron ore mining company after its transformation into a Corporation (Vale 2021); the first time minority shareholders elect 2 directors using the multiple vote process at Petrobras (2022). He is a Board Member certified by the Brazilian Institute of Corporate Governance – IBGC since 2010. He started his executive career as Legal & Institutional Director at CELESC (2007-2009). He was Chairman of the Board of Directors of USIMINAS during the height of the economic crisis of 2015-16 amidst the largest Brazilian corporate conflict, which occurred between global giants Nippon Steel Corporation and Ternium Steel. In April 2017, he assumed the Presidency of the Board of Directors of ETERNIT to lead its turnaround with the election of a new board of directors, but in the same year the Company suffered an important setback in a legal issue that banned the use of Chrysotile Asbestos in Brazil, and that ended up dragging it into a Judicial Recovery Process starting in 2018. Leading the board at that complex moment, Eternit sought a new business in the field of photovoltaic energy, launching the Eternit Solar and Tégula Solar photovoltaic roof tiles, including products with technology and innovation in its portfolio. Case RJ Eternit is one of the most successful Brazilian cases. He was a member of the boards of Bradespar (2015-16), Battistella (2016-17), Casan (2019), Celesc (2011-14 and 2018-19), Eletrobras (2012-14 and 2016), Eletropaulo (2016-18), Gasmig (2020-21), Kepler Weber (2017-20) Tecnisa (2012-14) and Usiminas (2012-16). He was tax advisor of AES TIETÊ (2013-14), BRADESPAR (2014-15), BRASKEM (2018-19) and PETROBRAS (2018-21).Since 2004, its launch, he is the oldest External Consultant of the Innovare Award (http://www.premioinnovare.com.br/). He practiced law for 15 years, from 1995 to 2010.

Marcelo Mesquita de Siqueira Filho
Appointed by the Minority Shareholders that hold Preferred Shares for separate election | Independent member

Marcelo Mesquita de Siqueira Filho

Appointed by the Minority Shareholders that hold Preferred Shares for separate election | Independent member

Mr. Marcelo Mesquita holds a degree in Economics from PUC-Rio, in French Studies from the University of Nancy II and OPM (Owner/President Management) from Havard Business School. He is co-founder partner of Leblon Equities (since 2008) and co-manager of the equity and private equity funds. He has nearly 30 years of experience in the Brazilian stock market, having worked 10 years at UBS Pactual (1998-2008) and 7 years at Banco Garantia (1991-1998). At UBS Pactual, he has worked as: co-head of Capital Markets (2007-2008), co-head of Equities (2005-2007), head of Business Analysis and Strategist (1998- 2006). At Banco Garantia, he was Commodities Business Analyst (1991-1997) and Investment Banker (1997-1998). He worked on more than 50 transactions in the Brazilian stock market (IPOs), both at Banco Garantia and at UBS Pactual. Since 1995, he is considered by investors as one of the top analysts in Brazil according to several surveys conducted by Institutional Investor magazine. He was ranked “#1 Brazil Analyst” from 2003 to 2006 (#3 in 2002, #2 in 2001 and #3 in 2000). He was also ranked as “#1 Equity Strategist in Brazil” from 2003 to 2005. Mr. Marcelo Mesquita is currently a member of the Board of Directors of Petrobras (since 2016, elected by minority shareholders), of Tamboro Educacional and of the Equity Fund (Endwment) of PUC-RJ.

Murilo Marroquim de Souza
Appointed by the Controlling Shareholder | Independent member

Murilo Marroquim de Souza

Appointed by the Controlling Shareholder | Independent member

Mr. Murilo Marroquim de Souza holds a B.S. in Geology from the Federal University of Pernambuco and a M.S. in Geophysics from the University of Houston, Texas, USA. He has worked in the petroleum industry for 50 years, having exercised activities in more than 20 countries in America, Europe, Africa, and Asia. He worked at Petrobras from 1971 to 1994, where he held several managerial positions in the exploration and production area, and was Director of Brasoil UK (1989-1993), in London, with exploration activities in the North Sea and other basins. He was General Manager for IBM’s Oil Industry Solutions Unit in Latin America (1994-1998). He worked as a consultant, working for ANP in several projects (1998-1999), and in Ipiranga as Advisor for Exploration and Production (1999-2001). From 2001 to 2011 he was President of Devon Energy do Brasil (Ocean Energy) and since 2011 is President of Visla Consultoria de Petróleo, a consulting firm focused on special projects for the energy industry.

Rosangela Buzanelli Torres
Elected by Petrobras employees | Non-independent member

Rosangela Buzanelli Torres

Elected by Petrobras employees | Non-independent member

Ms. Rosangela Buzanelli Torres was elected in the first round in the election held by Petrobras employees in 2020 and reelected in 2022. She has a degree in Geological Engineering from the Federal University of Ouro Preto (UFOP) and a master’s degree in Geosciences from the National Institute for Space Research (INPE). She joined Petrobras in 1987 as a Geophysicist. She is currently working in the Deepwater Marine Exploration Operations area.

Ruy Flaks Schneider
Appointed by the Controlling Shareholder | Independent member

Ruy Flaks Schneider

Appointed by the Controlling Shareholder | Independent member

Mr. Ruy Flaks Schneider is an industrial mechanical and production engineer graduated from Pontifícia Universidade Católica do Rio de Janeiro (PUC/RJ) in 1963 and holds a Master’s degree in economic engineering from Stanford University in 1965. Navy Reserve Officer. He founded the Department of Industrial Engineering at PUC/RJ, becoming its first Director (1966-1968), establishing the first Master’s program in Industrial Engineering in Brazil. With several published articles, he is a lecturer in Brazil and abroad. Accumulated vast experience, both as an executive and as a member of the Board of Directors and Fiscal Council of large companies, including Xerox do Brasil SA (1966-1970), Banco Brascan de Investimento SA and Banco de Montreal AS – Montreal Bank (1970-1998), Grupo Multiplan (1988-1991) and INB Indústrias Nucleares do Brasil (2007-2012). Served as a member of the Central Bank’s Advisory Council for capital markets, participating in advising on the preparation of the foreign debt conversion program. Created the first multi-sponsored pension fund and introducer of Defined Contribution funds in Brazil. He has been a member of the Board of Directors of Eletrobras since 2019, serving as Chairman of the Board since 2021. He has been a member of the Board of Directors of Petrobras since 2020.

Sonia Julia Sulzbeck Villalobos
Appointed by the Controlling Shareholder | Independent member

Sonia Julia Sulzbeck Villalobos

Appointed by the Controlling Shareholder | Independent member

Ms. Sonia Julia Sulzbeck Villalobos holds a bachelor’s degree in public administration and a master’s degree in business administration with specialization in finance, both from Escola de Administração de Empresas de São Paulo (EAESP-FGV). Sonia Villalobos has over 30 years of experience in the Brazilian stock market, and was the first person in South America to receive the CFA credential in 1994. Sonia Villalobos worked from 1985 to 1987 at Equipe DTVM, and from 1987 to 1989 at Banco Iochpe as an investment analyst. From 1989 to 1996, at Banco Garantia as Head of the Investment Analysis Department, when she was voted best analyst in Brazil by Institutional Investor Magazine in 1992, 1993 and 1994. From 1996 to 2002, she worked at Bassini, Playfair & Associates as head of private equity in Brazil, Chile and Argentina. From 2005 to 2011, she worked for Larrain Vial as a fund manager. From 2012 to 2016, Sonia Villalobos worked as a founding partner and manager of equity funds in Latin America for Lanin Partners. Since 2016, she has been a professor at Insper in the Lato Sensu postgraduate program in the subjects of asset management and financial statement analysis. Sonia Villalobos has been a member of the Board of Directors of Telefônica do Brasil since 2016 and of LATAM Airlines Group S.A since 2018. She also served as a member of the Board of Directors, in the period between 1996 and 2002, of TAM Linhas Aéreas and Método Engenharia (Brazil), Tricolor Pinturas and Fanaloza/Briggs (Chile), Milkaut and Banco Hipotecario (Argentina). She was a member of the Board of Directors of Petrobras from 2018 until 2020, being elected again in 2021 and in 2022.

Board of Directors Composition and Curricula

Fiscal Council

Consists of five members with a one-year term, with reelection allowed. One of whom is appointed by minority shareholders, one by preferred shareholders and three by the Federal Government, which includes an appointment by the Finance Minister, as a representative of the Treasury.

Agnes Maria de Aragão da Costa
Elected by the Union | Holder Member

Agnes Maria de Aragão da Costa

Elected by the Union | Holder Member

Mrs. Agnes Maria de Aragão da Costa is the Head of the Regulatory Special Advisory Office, with a specialty in Energy and Mining Economics. She has been working at Ministry of Mines and Energy – MME for 16 years, formulating public policy recommendations. She holds a bachelor’s degree in Economic Sciences from the Federal University of Rio de Janeiro (UFRJ) and a master’s degree in Energy from the University of São Paulo (USP). Public servant career member of the Specialists in Public Policy and Government Management, she is member of Petrobras’ Fiscal Council. From 2014 to 2015, she was a member of the Board of Directors of CEAL and CEPISA. She was a member of the Board of Directors of Norte Energia S.A.. She was an alternate member of Petrobras’ Fiscal Council from 2015 to 2020. She was a member of the Board of Directors of CEAL and CEPISA and member of Eletrobras’ Fiscal Council.

Marisete Fátima Dadald Pereira
Elected by the Union | Alternate Member

Marisete Fátima Dadald Pereira

Elected by the Union | Alternate Member

Mrs. Marisete Fátima Dadald Pereira is graduated in Accounting and Economics from the Universidade Vale do Rio dos Sinos (1987), with postgraduate degrees in Accounting from the Universidade do Vale do Itajaí (1990), in Auditing from the Universidade de Santa Catarina (1992) and in Economics from the Universidade Federal de Santa Catarina (1994), in addition to an MBA for executives from the Universidade Estado Santa Catarina (2002). Mrs. Marisete Fátima Dadald Pereira is a public policy specialist in the electric power, oil and gas, and mining sectors, focusing on the development, implementation, and evaluation of public policies at the national level for the electric power sector. She began her career at Eletrosul Centrais Elétricas S.A., where she served as Superintendent of the Financial Economic Department (1987 to 2005). Since 2005 she has been working at the Ministry of Mines and Energy, having served as Head of the Special Advisory for Economic Affairs, advising and counseling the Minister of Mines and Energy, Executive Secretary and other Secretaries of State in all public policy initiatives and strategic programs on the energy and natural resources sectors in Brazil. She has served on several Boards of Directors and Fiscal Councils, including chairman of Petrobras Fiscal Council and member of the Board of Directors of Eletrobras Eletronorte.

Sérgio Henrique Lopes de Sousa
Elected by the Union | Holder Member

Sérgio Henrique Lopes de Sousa

Elected by the Union | Holder Member

Mr. Sergio Henrique Lopes de Sousa has a degree in Naval Sciences from Escola Naval, with a specialization in International Management and an MBA in Business Management from Instituto COPPEAD/UFRJ. He holds a master degree in Production Engineering by Universidade Federal Fluminense (UFF) and Master of Science in “National Resource Strategy” by the National Defense University (NDU) in Washington, DC. He also holds a doctorate degree in Naval Sciences from Escola de Guerra Naval. Captain of the Brazilian Navy (Navy Supply Corps), he served as Director and Deputy Director of Navy administrative units, performing, for about 37 years in the active service, several activities related to budgetary and financial planning and execution, logistics and internal control. He was a member of the Fiscal Council of Empresa Brasileira de Administração de Petróleo e Gás Natural S.A.- Pré-Sal Petróleo S.A. (PPSA). He is currently the head of the Internal Control Advisory of the Ministry of Mines and Energy.

Alan Sampaio Santos
Elected by the Union | Alternate Member

Alan Sampaio Santos

Elected by the Union | Alternate Member

Mr. Alan Sampaio Santos holds a B.A. in Law, from Faculdade Processus/DF, (OAB 56361), a B.S. in System Analysis from PUC/RJ, graduated as Artillery Officer by the Academia das Agulhas Negras and in Physical Education by the Army Physical Education School and postgraduation in Sport Training by Universidade Gama Filho/RJ. Master in Defense, Security, Integral Defense and lntegration, lnstitute of High Studies and National Defense – IAEDEN, Caracas/Venezuela, Master’s degree in Military Sciences – School of Command and General Staff of the Army. Special Advisor to the Minister of Mines and Energy (2018/2019). He was officer in the Army Commander’s Office (2004/2005 and 2013/2015). Head of the Public Relations Section of the Army’s Social Communication Center (2011). Social Communication Officer for the Brazilian Battalion in Haiti (2009). Commander of the 11th Field Artillery Group (2007/2008). He was Military Advisor to the United Nations, in East Timor (2006) and Observer of the United Nations, in Angola (1996).

Janete Duarte Mol
Elected by the Union | Holder Member

Janete Duarte Mol

Elected by the Union | Holder Member

Mrs. Janete Duarte Mol is graduated in Mathematics from PUC-Minas (1996) and in Economics from the Federal University of Minas Gerais – UFMG (1998). She holds a Master’s degree in Economics from the Centro de Desenvolvimento e Planejamento Regional – CEDEPLAR/UFMG (2001) and a specialization in “The Theory and Operation of a Modern National Economy” from the George Washington University (2010). She began her career at the Brazilian National Treasury as Project Manager at the Strategic Planning General Coordination for Public Debt (2003-2010), moving on to the General Coordination of Economic-Fiscal Studies (2010-2016). She was Senior Specialist at the National Treasury Secretariat at the World Bank in Washington D.C. in 2014. At the Civil House of the Presidency of the Republic, she served as Project Manager of the Deputy Head of Public Finance (2016-2020) and as Deputy Chief of Public Finance (2020-2021). Since December 2021 she has been Deputy Secretary of the National Treasury.

Otavio Ladeira de Medeiros
Elected by the Union | Alternate Member

Otavio Ladeira de Medeiros

Elected by the Union | Alternate Member

Mr. Otavio Ladeira de Medeiros holds a degree in economics from the University of Brasília (1992), with an extension in “The Theory and Operation of a Modern National Economy”, from the George Washington University (1999). In addition, he holds an Executive MBA in Finance from the Instituto Brasileiro de Mercado de Capitais (1998), and a master’s degree in economics from the University of Brasília (2003). At the Ministry of Finance, National Treasury Secretariat, he served as Deputy Head and Head of the Public Debt Analysis and Planning Division, Coordinator and General Coordinator of Strategic Public Debt Planning and Undersecretary of Planning and Fiscal Statistics. Between 2015 and 2016 he was Secretary of the National Treasury, serving as Deputy Secretary of the National Treasury since 2016. He has diverse experience in board of directors and fiscal councils, including Embraer S.A., Liquigás Distribuidora S.A. and Banco do Brasil S.A..

Michele da Silva Gonsales Torres
Elected by Minority Shareholders Holding of Common Shares | Holder Member

Michele da Silva Gonsales Torres

Elected by Minority Shareholders Holding of Common Shares | Holder Member

Ms. Michele da Silva Gonsales Torres is a lawyer, a specialist in Business and Corporate Law, a specialist in Compliance by LEC- Legal, Ethics & Compliance, and since 2018 she is a partner at Alves Ferreira e Mesquita Sociedade de Advogados. She has experience in: Corporate Governance; Compliance; Management of Legal Departments; Risk Assessment and Management; Analysis, Drafting and Management of various contracts; Corporate; Legal strategic planning for business structuring; Structuring of operations involving Equity Investment Fund and real estate ventures; Preparation of legal opinions-Compliance, Corporate Law, Capital Markets. Member of the Compliance Committee of the Institute of Lawyers of SP-IASP. Member of the Compliance Commission of the Ordem dos Advogados do Brasil-OAB/SP. Member of the Fiscal Council of Cemig2018/2019 and 2020/2022. Member of the Fiscal Council of Light since 2019.

Robert Juenemann
Elected by Minority Shareholders Holding Common Shares | Alternate Member

Robert Juenemann

Elected by Minority Shareholders Holding Common Shares | Alternate Member

Mr. Juenemann is a lawyer graduated from the Pontifícia Universidade Católica of Rio Grande do Sul – PUC/RS, in 1988, with post-graduation in Civil Procedural Law from the same institution, in 1995, and post-graduation in Strategic Planning from ESPM/RS, in 1995. Founding partner of Robert Juenemann Advocacia, in 1999; Conflict Mediator certified by CEDR – Center for Effective Dispute Resolution – London, UK, in 2011; Arbitration Specialist by UNISC – Universidade de Santa Cruz, RS, in 2020; Postgraduate student in Tax Law and Procedure – Escola Superior do Ministério Público do Estado do Rio Grande do Sul – 2020; Board Member certified by IBGC, in the exam modality, in March 2016, and renewed certification in March 2020; Fiscal Councilor certified by IBGC, in the probation modality, in October 2020; Member of the Board of Directors of IBGC – Brazilian Institute of Corporate Governance – for three consecutive terms, totaling 5 years, one of them being coordinator of the People Committee and, in the others, member of the Audit Committee; Member of the International Council of Ethical Practices for the Accounting and Auditing Profession (IESBA), body of the International Federation of Accountants and Auditors (IFAC) – from 2016 to 2020; Full Fiscal Councilor of Raia Drogasil S. A., as appointed by PREVI – 2020; Full Fiscal Councilor at AES Tietê Energia S.A., as appointed by BNDES – 2019 and 2020; Alternate Fiscal Councilor at Banco do Brasil S.A. – 2019- 2021; Effective Fiscal Director of JBS S. A., appointed by BNDES – 2018; Effective Fiscal Director of Vale S. A. – 2017; Full Fiscal Director of Eletrobrás for three terms – 2013 to 2016; Full Fiscal Director of Eternit – 2015; Full Fiscal Director of CELESC – 2013; Co-author of the Legal Guidance Guide for Directors and Officers, published by IBGC; Member of the review group for the IBGC’s Corporate Governance Best Practices Code in the years 2014/2015.

Patricia Valente Stierli
Elected by Shareholders Holding Preferred Shares | Holder Member

Patricia Valente Stierli

Elected by Shareholders Holding Preferred Shares | Holder Member

Ms. Patrícia Valente Stierli is a Board of Directors and Fiscal Councilor certified by IBGC, a Third Party Resources administrator with CVM and ANBIMA (until December 2017), Member of IBGC Finance Committee of the CAC Conduct IBGC. She has seven years of experience as a Board of Directors and Fiscal Council member in publicly traded companies, representing minority shareholders. Three years of experience as Fiscal Council member in a large NGO. Thirteen years of experience in third-party asset management, six of which as Statutory Director, working in the management and targeting of institutional and retail clients. Manager of Sinergia funds, focused on unlocking value through intensive corporate governance work, including appointing members to the Board of Directors and Fiscal Council of invested companies. Eight years of experience as Administrative and Financial Director, being three years as Statutory Director, responsible for the accounting, fiscal, budget, treasury and human resources areas. Experience in structuring financial operations with credit rights, issuing debentures, IPOs, and mergers and acquisitions. Ability to lead teams and focus on results and corporate governance. Fluent in English. Representative of Banco Fator’s Resource Management Area before the Brazilian Central Bank and the Securities and Exchange Commission until July 2015. Member of ANBIMA’s Equity Committee until July 2015. Has experience as member of the Fiscal Council of Eletrobras-Centrais Elétricas S.A.(Mandate 2017 to 2019 and 2019 to 2021), Financial Specialist and Chairman of the Fiscal Council; member of the Board of Directors of CIEE Centro de Integração Empresa Escola(mandate 2021 to 2023); member of the Board of Directors of PPE Fios Esmaltados S.A. (Mandate 2018 to 2019); member of the Fiscal Council of Sociedade Beneficiente de Senhoras-Hospital Sírio Libanês (Mandate 2018 to 2021); alternate member of the Fiscal Council of Centro de Integração Empresa Escola CIEE (Mandate 2018 to 2019); member of the Fiscal Council of Bardella S.A. Indústrias Mecânicas (Mandates 2015,2016 and 2017 until October 2018); member of the Board of Directors of Pettenati S.A. Indústria Têxtil (Mandate 2015); alternate member of the Fiscal Council of Dohler S.A. (Mandate 2017 to 2018);st1plate member of the Fiscal Council of Petrobras (mandate 2019 to 2020) alternate member of the Fiscal Council of lnvepar (mandate 2021).

Antonio Emílio Bastos de Aguiar Freire
Elected by Shareholders Holding Preferred Shares | Alternate Member

Antonio Emílio Bastos de Aguiar Freire

Elected by Shareholders Holding Preferred Shares | Alternate Member

Mr. Antônio Emilio Bastos de Aguiar Freire is a senior executive with extensive practical experience supported by high academic qualifications. Over the last 10 years, he has served in various management and board positions in private and mixed-capital companies in Brazil simultaneously with his auditing career. In addition, Mr. Antônio Emilio has in-depth global experience in Brazil, Philadelphia and Tampa in the USA, Auckland in New Zealand, and Geneva in Switzerland before joining the Office of the Comptroller General of the Federal District. He graduated from the Federal University of Ceará in 1994 with honors in finance and decision theory. While in the US from 1999 to 2002, he obtained at the University of Tampa his Master of Business Administration with an emphasis in Marketing and Strategic Planning. In 2013, he obtained his graduate degree in government affairs. In 2014 he obtained his Leadership in Transparency and Corruption Control degree in France at the École Nationale d’Administration Française. In 2017 he obtained his Postgraduate Diploma in External Control at the National University of Brasilia. Currently, alongside his duties and advice, Mr. Antônio Emilio is disseminating and implementing risk management and compliance in several companies and business areas.

Executive Board

It comprises of a chairman and seven executive directors elected by the Board of Directors, with a term of up two years, with a maximum of three consecutive reelections permitted, and may be dismissed at any time. Among the members of the Executive Board, only the president is a member of the Board of Directors without, however, presiding over the body.

Caio Mário Paes de Andrade
CEO

Caio Mário Paes de Andrade

CEO

Mr. Caio Mário Paes de Andrade is a member of the Board of Directors and CEO of Petrobras since June 2022. He has a degree in Social Communication from Universidade Paulista, a post-graduate degree in Administration and Management from Harvard University and a Master’s degree in Business Administration from Duke University. An entrepreneur with proven successes in information technology, real estate market, and agribusiness, he founded and/or led the construction of several emblematic companies in the Brazilian Information Technology market. In this trajectory he has conducted more than 20 M&A processes, including company consolidations, strategic acquisitions, minority acquisitions, funding from institutional investors, divestitures, spin-offs and sale of control processes. In the social area, he founded and monitors the activities of the Fazer Acontecer Institute – a self-sustainable organization that directly positively impacts 4,000 children and adolescents in the semi-arid region of Bahia through sports. In 2019 he assumed the Presidency of SERPRO, the leading state-owned Information Technology company in the Americas. He then became Special Secretary of Debureaucratization, Management and Digital Government, former Ministry of Planning, where he coordinated the elaboration of the Administrative Reform and the GOV.BR Platform, central core of the Digital Transformation of the Brazilian state.

 

Fernando Assumpção Borges
Chief Exploration and Production Officer

Fernando Assumpção Borges

Chief Exploration and Production Officer

Fernando Assumpção Borges is a civil engineer graduated from the Federal University of Uberlândia, with an Executive MBA from COPPEAD/UFRJ, and also participated in the Advanced Management Program at INSEAD (France). He has 38 years of professional experience at Petrobras, having held the following managerial positions: Reservoir Manager in the Campos Basin and Sergipe-Alagoas Basin, General Manager of the UN-SUL Business Unit, General Manager of E&P Production, Project Manager of the Mexilhão Gas Field at UN-RIO, E&P Director of Petrobras Bolivia, General Manager of Well Operations at Petrobras International, General Manager of Offshore Rigs in the Maritime Well Construction area of Petrobras E&P, and General Manager of Project Implementation in Libra. Since April 2016, he has served as an Executive Manager in the company, having initially held the Libra Executive Management position and, as of September 2019, he became External Relations Executive Manager, a position he has held until the present moment.  From April 2016 to March 2020 he held the position of Chief Officer at the Brazilian Institute of Oil, Gas and Biofuels (IBP) and since April 2016 he has held the position of Chief Officer of the Brazilian Association of Oil and Gas Exploration and Production Companies (ABEP), by indication of Petrobras. Fernando is the author of several works such as “Campos Basin – 25 years of Production and its Contribution to the Oil Industry”, “Formation Test in Severe Environment HPHT” and “Formation Test in Brazilian Deep Waters”.

Rodrigo Araujo Alves
Chief Financial and Investor Relations Officer

Rodrigo Araujo Alves

Chief Financial and Investor Relations Officer

Rodrigo Araujo Alves holds a bachelor’s degree in Business Administration from Universidade Federal de Minas Gerais and a bachelor’s degree in Accounting from Faculdade Moraes Júnior Mackenzie Rio, an MBA in Economic and Financial Management from Fundação Getúlio Vargas, and an executive master’s degree in Finance (with honors) from HEC Paris. He is a Certified Public Accountant (CPA) from Washington State in the United States; COSO Internal Control Certificate from the American Institute of Certified Public Accountants (AICPA); and Certified in IFRS (CertIFR) from the Association of Chartered Certified Accountants (ACCA). He also took management and finance courses at INSEAD; Chicago Booth; Singularity University; Fundação Dom Cabral; CFA Institute and MDT International. He has worked at Petrobras since 2007, with extensive experience in the financial area, occupying, since 2017, the position of Executive Manager of Accounting and Tax. He was Chairman of the Fiscal Council of TBG and member of the Fiscal Council of other companies of the Petrobras group and is currently a member of an advisory group of the International Accounting Standards Board (IASB) and member of the Board of Directors of the Brazilian Association of Publicly-Held Companies (ABRASCA). He has received several awards, most notably the Anefac merit award for professional of the year in the tax category in 2020, the Confeb award for tax executive of the year for basic industries in 2018, and the award from Petrobras as the outstanding company for the Anefac Transparency Trophy in the years 2019 and 2020.

Rodrigo Costa Lima e Silva
Chief Refining and Natural Gas Officer

Rodrigo Costa Lima e Silva

Chief Refining and Natural Gas Officer

Rodrigo Costa Lima e Silva holds a degree in Business Administration from Universidade Católica de Salvador. He has a master’s degree in Business Administration from IBMEC and an MBA in Corporate Finance from FGV. He has been working at Petrobras for 15 years, having held several managerial positions in the areas of Exploration and Production, Gas and Energy and Strategy and having been chairman of the Board of Directors of some Petrobras subsidiaries. Since 2019, he has held the position of Gas and Energy Executive Manager.

Cláudio Rogério Linassi Mastella
Chief Trading and Logistics Officer

Cláudio Rogério Linassi Mastella

Chief Trading and Logistics Officer

Cláudio Rogério Linassi Mastella is a chemical engineer with a degree from Universidade Federal do Rio Grande do Sul (UFRGS), an Executive MBA from IBMEC, and a post-graduate degree in Management from Fundação Dom Cabral, in addition to having taken development programs abroad, such as: Executive Development Program – Northwestern Kellogg and Managing Supply Chains for Global Competitiveness – Stanford GSB. He has 34 years of professional experience at Petrobras, working in the areas of Commercialization, Refining and Logistics. During his career at the company, he held several managerial positions in the areas of operational planning (S&OP), logistics operations, refining and commercialization, having held the position of Executive Manager of Logistics from Feb/2015 to Feb/2019 and Executive Manager of Commercialization from Mar/2019 to date. In companies of the Petrobras group, he served as Director of Logum Logística S.A. and Petrobras Transporte S.A. – Transpetro. He was Alternate Director of Petrobras Argentina S.A., from Mar/2015 to Jul/2016, and Member of the Strategy and Finance Committee of Transpetro, from Dec/2018 to May/2020.  He has served as Vice President of the Brazilian Downstream Association of IBP (Brazilian Institute of Oil, Gas and Biofuels) since 2020.

Salvador Dahan
Chief Governance and Compliance Officer

Salvador Dahan

Chief Governance and Compliance Officer

Mr. Salvador Dahan has a Bachelor of Law from Mackenzie University, with an MBA in Business Security Management from FECAP and a post-graduate degree in Business and Community Leadership from INSPER/SP. He has 22 years of experience in the Compliance, Risk and Governance areas, having worked in large multinational companies. Early in his career, he founded the company Prot Consulting with two other partners, and worked for over six years as Associate Director and Senior Consultant, working in the area of risk management. From 2005 to 2007, he was Risk and Investigation Manager LATAM at Procter & Gamble, having this experience broadened his vision on international processes and best practices. In 2007, he was invited to work on structuring the Compliance and Corporate Security areas of the Gerdau Group, where he held the position of General Manager until 2016. In early 2017, Mr. Salvador Dahan joined Nissan Motors to act as Chief Governance, Risk, Compliance and Audit Officer for Latin American operations, having worked on structuring processes and policies of the areas. In 2019, he was invited to work in Japan as Nissan’s General Manager, with global scope of action for the areas of Risk, Compliance and Privacy.

Juliano Dantas
Chief Digital Transformation and Innovation Officer

Juliano Dantas

Chief Digital Transformation and Innovation Officer

Juliano de Carvalho Dantas studied mechanical engineering at UFRN (Federal University of Rio
Grande do Norte), has a post-graduate degree in Project Management from FGV, completed the
Advanced Management Program (AMP) at INSEAD and obtained a Master of Science in Management (Sloan Fellow) at Stanford Business School (GSB). He has been working at Petrobras for 18 years,having held several managerial positions in the areas of design and construction of Wells, Lifting and Flow, Production Asset Management, Human Resources and Procurement strategy in Oil & Gas, always focusing on innovation and technology. He also worked in the creation of new business models in energy and entrepreneurship in mobility. Since November 2019, he has held the position of Executive Manager of the Research, Development and Innovation Center (CENPES).

Rafael Chaves Santos
Chief Sustainability & Institutional Relations Officer

Rafael Chaves Santos

Chief Sustainability & Institutional Relations Officer

Rafael Chaves Santos is an engineer, with postgraduate degrees in both Finance and Economics. He joined Petrobras in January 2019 and since then has contributed extensively to the company’s
strategic repositioning: (a) construction of the terms of commitment to opening up the refining and natural gas markets that promoted greater regulatory adequacy; (b) coordination, preparation, and approval of the Strategic Plans (2020-24 and 2021-25) that reaffirm Petrobras’ commitment to accelerating the transformation of Brazilian resources (pre-salt) into wealth, in a context of energy transition; (c) chairman of the board of directors of group companies (TBG and Transpetro); (d)advisor to the global investment fund of the Oil and Gas Climate Initiative (OGCI), headquartered in London. Previously, he played several roles, with emphasis on his time at the Central Bank of Brazil, as an executive at Vale and as an economics professor at FGV. At Petrobras he held the position of Executive Strategy Manager.

João Henrique Rittershaussen
Chief Production Development Officer

João Henrique Rittershaussen

Chief Production Development Officer

João Henrique has a degree in Electrical Engineering from the Federal University of Minas Gerais (UFMG), and in Petroleum Engineering from Petrobras, with an MBA in Business Management from Coppead (UFRJ) and an Advanced Management Program from Insead (Institut Européen d’Administration des Affaires) in France.  He has been working at Petrobras for 34 years, having held several managerial positions in the E&P and Procurement segments. In his career, the following positions are highlighted: General Manager of Goods and Services Supplier Market Development, General Manager of Rig Construction, General Manager of Project Design and Implementation, and General Manager of Goods and Services Procurement for E&P Production Development. Since November 2017 he has served as Executive Manager in the company. Initially he held the position of Surface Systems Executive Manager and in November 2018 he became Surface Systems, Refining, Gas and Energy Executive Manager, an area responsible for the construction of the company’s new assets in the E&P and RNG areas (FPSOs, UPGNs, onshore pipelines, refining units, among others), a position he has held until the present moment.

Board Internal Regulations (Portuguese only)

Committees

Statutory Technical Committees

The Executive Board counts on the advice of the Statutory Technical Committee on Investment and Divestment.

The members of the Executive Board have 8 (eight) technical advisory committees, composed of members of the general structure, with specific duties for analysis and recommendation on certain matters:

  • Statutory Technical Committee on Institutional Relationship and Sustainability;
  • Statutory Technical Committee for Production Development;
  • Statutory Technical Committee for Exploration and Production;
  • Statutory Technical Committee for Refining and Natural Gas;
  • Statutory Financial and Investor Relations Technical Committee;
  • Statutory Technical Committee on Commercialization and Logistics;
  • Statutory Technical Committee on Governance and Compliance;
  • Statutory Technical Committee on Digital Transformation and Innovation

The composition and operating rules of the Statutory Technical Committees are governed by regulation approved by the Board of Directors.

Regiments

CTE Internal Regulations - (available in Portuguese)

Deliberative and Advisory Committees

The Executive Board may create committees, with delegated powers, linked to this body or directly to one of its members. The committees can be of a deliberative or consultative nature and have the purpose of assisting the Executive Board in the fulfillment of their duties and responsibilities. These committees are composed of managers from different areas of the company, in order to guarantee a multidisciplinary view in the analysis and discussion of matters, as well as in the decision-making process. The composition and rules of operation of the committees will be governed by regulations to be approved by the Executive Board and submitted to the Board of Directors.

The deliberative and consultative committees can set up commissions and working groups, with predominantly tactical and operational activities, to support them in the performance of their duties.

Performance evaluation

The performance evaluations of the Board of Directors, the Executive Board and its advisory committees, while collegiate, and each of its members, individually, occur annually and are provided for in our Bylaws, in our Corporate Governance Guidelines and in Internal Regulations of the Board of Directors.

According to our Bylaws, the Board of Directors is responsible for evaluating, on an annual basis, the performance results, individual and collective, of the administrators and members of the Board Committees, with the methodological and procedural support of the People Committee, observing minimum requirements, such as exposure of the management acts practiced in terms of lawfulness and the effectiveness of managerial and administrative action; the contribution to the income for the year; achieving the objectives set out in the business plan and meeting our long-term strategy.

The system that details the assessment procedures of the Board of Directors is carried out by a specialized external company and was approved by the Board of Directors. The methodology aims to periodically analyze the performance and contribution of our management bodies, our administrators and the members of the advisory committees to the Board of Directors in order to achieve the objectives and goals established in the strategic plan, aiming to achieve more efficient results and and contribute to the strengthening of our image and reputation with our stakeholders.

The creation of the evaluation methodology took into account the understanding of documents and reports, including those released to the public; individual interviews with the members of the Board of Directors; and presentation of conclusions, recommendations and priority actions. The Board of Directors must also annually evaluate the performance of the Executive Board, based on the system and criteria defined by it.

The result of the performance appraisal is used in the calculation of the variable remuneration of the members of the Executive Board. Thus, if all the prerequisites and goals of the program are met, the Indicator of Evaluation of the Executive Board by the Board of Directors will have an influence on the participant’s variable remuneration. The impact of the performance evaluation on the remuneration of the members of the Board of Directors and their advisory committees is not expected, since their remuneration is fixed.

The annual evaluation cycle of the Board of Directors and its Committees for 2019 was carried out by a specialized external company and concluded in April 2020.

The 2019 evaluation cycle of the Executive Board was concluded in the first half of 2020. The methodology for this cycle was approved by the Board of Directors and consists of the assessment of the scope of the metrics defined by the Board and the qualitative evaluation of four criteria: strategy, process decision-making, structure and identity. The results of the individual and collective assessment of the Executive Board, related to the 2019 cycle, were presented in a final report sent to the Personnel Committee, which reported them to the Board of Directors.

Remuneration

We have a variable compensation program for our employees that aims to align individual performance with our global goals and increase engagement so that everyone feels responsible for our results.
In calculating the variable remuneration of all employees we consider the percentage of achievement of three global performance metrics: 2 environmental and 1 financial – Indicator of achievement of greenhouse gas emissions targets (IAGEE), Volume of Oil and Oil Products Spilled (VAZO) and Value Added Variation (Delta EVA). In addition, each employee or executive has specific goals defined in his or her scorecard.

The percentage of meeting the greenhouse gas emissions metric (IAGEE) impacts between 15% for the CEO and 5% for employees without an executive position. Executive officers of E&P and Refining segment have additional 5% impact.

The CEO’s bonus, for example, will depend 85% on the company’s three main performance metrics, 10% on a governance and compliance assessment from the Secretariat for Coordination and Governance of State-Owned Enterprises (SEST), and 5% on a discretionary assessment of his performance, given by the Board of Directors.

The executive officers will have their bonus calculated at 60% based on the company’s overall performance (3 main metrics), 25% on specific targets set in their scorecards, 10% from a governance and compliance assessment by SEST, and 5% on their discretionary assessment. An employee without a position will have 35% of their bonus based on our overall performance, 55% on their specific targets and 10% on their discretionary assessment.

In addition, in order to ensure alignment of executive compensation with our long-term performance, senior managers, executive officers and CEOs have part of their compensation deferred over time and varying according to the value of our shares.

 


Last updated on February 11, 2021.
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