As instructed by the Chief Executive Officer of Kieppe Patrimonial, the parent company of Odebrecht, through its Representative, Emilio Odebrecht, Odebrecht S.A., in one of the most sweeping and profound changes in its transformation process, has announced that it will replace practically the entire Board of Directors and will include a majority of independent directors drawn from the market, bringing greater diversity to the Board, which will include a woman for the first time in more than 70 years of the company’s history.
The broad shakeup of the Board of Directors takes place at the same time when Emílio Odebrecht, as announced in December 2017, steps down as chairman of the Board of the holding company after 20 years. The format of the new Board confirms the governance model that Odebrecht has been implementing since 2016, with a clear segregation of the role of shareholders and the management structure of Odebrecht.
As with other Group companies, the Board of Directors of the holding company will function as a collective decision-making body, taking decisions by majority vote. It will be presided over by the Chairman. The new Chairman, nominated by the controlling shareholder, is Ruy Sampaio, who holds a bachelor’s degree in Business Administration from the Federal University of Bahia (UFBA) and a master’s degree from the University of Michigan, with specializations in finance and accounting. Ruy had been an executive officer for nine years at Kieppe, the parent company of Odbinv, which in turn holds 100% of the capital of Odebrecht S.A.
Apart from Ruy and current director Sergio Foguel, vice president of the Board of Directors and chair of the Global Advisory Council (GAC), who will continue on the Board, four independent members, including one woman, will be submitted to the Annual Shareholders Meeting for election to the new Board of Directors of Odebrecht: Ieda Gomes Yell, Jorge Marques Toledo Camargo, Cledorvino Belini and Roberto Faldini. As such, the Board of Directors of the holding company will have six members, with the majority (four) being independent members. The Annual Shareholders Meeting to elect the new Board will be held in June.
One of the key missions of the new Board of Directors of Odebrecht S.A. will be to encourage the leading businesses of the Group to have partners, preferably through initial public offerings on the stock exchange. The Board will also focus on continuing to revise the company’s policies, maintaining the cultural unity, supporting the succession process, appointing an increased number of independent directors at all subsidiaries and on the disciplined implementation of governance and the compliance system.
Odebrecht S.A. recognizes the contribution made to the Group by its current directors, who are closing an important cycle. It is particularly grateful to the current vice-chairman of the Board, Newton de Souza, who played a decisive role since the circumstances triggered by Operation Car Wash led him to take over the reins of Odebrecht S.A. in 2015.
Newton de Souza completed a 30-year cycle of contributions to the Odebrecht Group, leading Odebrecht S.A. between June 2015 and May 2017 as CEO during its worst crisis. It was during his administration that an in-depth restructuring of the company was carried out, which included the implementation of a new governance model and a robust compliance system. During this period, Odebrecht made a public confession of its mistakes, apologized for them and undertook a commitment - shared by all team members of the Group - to combat and not tolerate corruption in any form.
In the two years Newton served as CEO of the holding company, the Group signed leniency agreements with authorities in Brazil and various other countries, and successfully launched the ongoing process of deleveraging the Group through a program to divest assets worth R$12.5 billion.
This will be the new Board of Directors of Odebrecht S.A.
Cledorvino Belini was born in São Paulo on May 3, 1949. He holds a bachelor’s degree in Business Administration from Mackenzie University and a master’s degree in Administration, Business and Marketing from the University of São Paulo (USP), and has also completed the Advanced Management Program at INSEAD/Fundação Dom Cabral.
Belini built a solid career at Fiat Automóveis, where he worked for 36 years. He served as president of Magneti Marelli between 1997 and 2003. In February 2004, back at the Fiat Group, he took over as CEO of Fiat Automóveis for Latin America. With the acquisition of controlling interest in Chrysler by Fiat in 2011, he also became head of Chrysler’s operations in Latin America. He also served on the Group Executive Council (GEC) of the Fiat Group, the highest management body of the group worldwide.
He was president of the Brazilian Car Makers Association (Anfavea) from 2010 to 2013. He also served on the Board of Economic and Social Development (CDES), the Strategic Councils of the Federation of Industries of the states of Minas Gerais (Fiemg) and São Paulo (Fiesp), and the Board of Directors of Marisol. He serves on the advisory board of Alexander Proudfoot and, in October 2017, became a director at JBS. He has served as volunteer chairman of Instituto Minas pela Paz (IMPP) for 10 years.
Ieda Gomes Yell
Ieda Gomes Yell was born in Salvador, Bahia, on July 1, 1956. She has a bachelor’s degree in Chemical Engineering from the Federal University of Bahia (UFBA) and master’s degrees in Environmental Engineering from École Polytechnique Fédérale of Lausanne (Switzerland) and in Energy from USP.
She has more than 30 years of international experience in natural gas, energy and infrastructure projects. She held top management positions at BP plc, a British oil and gas multinational, and at Comgás (Companhia de Gás de São Paulo) for 19 years, including as CEO for three years.
She serves on the board of directors of international companies such as Exterran Corporation, InterEnergy Holdings, Bureau Veritas, Saint Gobain Group and the Brazil-Great Britain Chamber of Commerce. She is the founder and director of Will Latam, a non-profit organization aimed at developing women leaders in Latin America. She is a Senior Visiting Fellow of the Oxford Institute for Energy Studies.
Jorge Marques Toledo Camargo
Jorge Marques Toledo Camargo was born in Curitiba on April 28, 1954. He graduated in Geology from the University of Brasília (UnB) and earned a master’s degree in Geophysics from the University of Texas.
He has more than 40 years of experience in the oil & gas industry, having held executive positions at Petrobras – as CEO of Braspetro and executive officer, International Operations – and served as CEO of Statoil Brasil. He chaired the Brazilian Petroleum, Gas and Biofuels Institute (IBP) and is currently member emeritus of its board of directors. He serves on the board of directors of Grupo Ultrapar and Prumo Logística Global, and on the Curator Board of the Brazilian Center for International Relations (CEBRI).
Roberto Faldini was born in São Paulo on September 6, 1948. He holds a bachelor’s degree in Business Administration from EAESP-FGV (1972) and has completed specialization programs in Advanced Management at Fundação Dom Cabral and INSEAD-Fontainebleau, France (1991), in Entrepreneurship at Babson College, Boston, USA (2004) and in Corporate Governance – Training of Trainers (IFC – International Finance Corporation – IBGC). He is a director certified by the IBGC.
For over 20 years, he was executive officer, director and shareholder of the controlling group of Metal Leve S.A. He presided over the Securities and Exchange Commission of Brazil (CVM) and coordinated for five years, in São Paulo, the Family Business Center of Fundação Dom Cabral. He is co-founder of the Brazilian Institute of Corporate Governance (IBGC) and continues to serve on several of its commissions. He is also an associate member of the Brazilian Institute of Finance Executives and of the Family Business Network (FBN).
He serves on the advisory board of the Brazilian Institute of Competitive Ethics (ETCO) and on the board of directors of Vulcabras/Azaleia S.A., Banco BMG S.A. and Marfrig Global Foods, among others. He is a director of Fundação Cultural Ema Gordon Klabin and a volunteer entrepreneur (Venture Corp) of Endeavor Brasil. In 1990, he was elected “The Financial Executive of the Year” by members of IBEF/SP.
Ruy Lemos Sampaio
Ruy Sampaio was born in Salvador in 1950. He holds a bachelor’s degree in Business Administration from the Federal University of Bahia (UFBA) and a master’s program at the University of Michigan, specializing in finance and accounting.
He joined the Akzo group and, in the 1980s, gained academic experience as professor at UNIFACS and in the MBA program at UFBA. In the public sector, he served in the Miscellaneous Industries Department at the Ministry of Industry and Commerce of the State of Bahia. He joined Odebrecht in 1985 and held positions such as Treasurer, International Finance Officer and Investment Officer at Odebrecht S.A. In the Group, he also served as CFO of Tenenge S.A., SLP (Sea & Land Piping Company), in the UK, as well as Copene and Odebrecht Química. In 2009, he joined the executive board of Kieppe Participações e Administração Ltda., the parent company of Odebrecht S.A. He is a partner at RPH Engenharia Ltda. and a manager at CRC Serviços Medico Hospitalares Ltda. and FVS Holding Patrimonial S/A.
Sergio Foguel was born in the state of Rio Grande do Sul, on March 28, 1945. He holds a degree in Civil Engineering from the Federal University of Rio Grande do Sul (UFRGS) and an MBA from the University of California. He is a fellow of the Massachusetts Institute of Technology (MIT).
From 1977, he served as Vice President of Corporate Governance, Strategic Planning and Human and Organizational Development at Odebrecht S.A. In 2002, he was elected to the Board of Directors of Odebrecht S.A. In April 2016, he took over the coordination of the Compliance Committee of the Board of Odebrecht S.A., dedicated to ensuring that the Group’s operations were carried out with Ethics, Integrity and Transparency.
Sergio has chaired the Global Advisory Council since its inception in October 2016. The Council is composed of independent members with experience in various countries, who contribute their renowned experience and strategic global vision to the Board of Directors.
Outside Odebrecht, he serves as a consultant on Governance Strategy for founders and leaders of companies, and actively participates in the governance function of social entities. Sergio is currently a member of the International Advisory Board of the Fundação Dom Cabral, the International Board of Herity, Italy, and the Board of the Parampara Family Business Institute, India.