Governance

Board of Directors

Odebrecht S.A.'s Board of Directors

The following members are part of Odebrecht's Board of Directors:

Ruy Lemos Sampaio, Chairman of the Board of Directors

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, Vice-Chairman of the Board of Directors

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).

In 1977, he became 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 became coordinator of the Compliance Committee of the Board of Odebrecht S.A., dedicated to ensuring that the Group’s operations were carried out Ethically, with 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 directors of the Parampara Family Business Institute, India.

Cledorvino Belini, Independent member of the Board of Directors

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, Independent member of the Board of Directors

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.

João Pinheiro Nogueira Batista, Independent member of the Board of Directors

Mr. Batista was born in Rio de Janeiro on August 13, 1956. He holds a B.Sc. in Economics from PUC-RJ and an MBA in Economic Engineering from Universidade Gama Filho. He has served for over ten years on the boards of directors of various companies in Brazil. At the Odebrecht Group, he is an independent member of the boards of directors of Odebrecht Engineering & Construction since June 2017 and of Ocyan since April 2018, from which he will step down in January 2019 to dedicate himself exclusively to the board of directors of Odebrecht S.A. 

He also is a member of the boards of directors of Light, Swiss Re Corporate Solutions Brasil, Evoltz Transmission and the Adolescent Recycling Institute. In his long executive career in the public and private sectors, he has served as CEO of Swiss Re, Bertin S.A and Suzano Petroquímica. He also served in executive positions at companies such as Petrobras, Dresdner Bank, Citibank, Radiobras and Siderbras.

Jorge Marques Toledo Camargo, Independent member of the Board of Directors

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, Independent member of the Board of Directors

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.

 

Advisory committees

The CA-ODB is supported by advisory committees, whose make-up is decided by the board, and whose members and respective coordinators are appointed by the board. Only members of the CA-ODB may be part of the advisory committees. The committees may be permanent or "ad hoc", and are formed to analyze matters, nondeliberatively, to support the CA-ODB's decisions.

Compliance Committee

Its function is to safeguard ODB's permanent commitment to operate with ethics, integrity and transparency, as set forth in the Compliance Policy and the CA-ODB's Rules of Procedure, including therefore, among its duties, internal audits and provisions regarding contact with external auditors, as regards events of non-compliance and improvement of controls and processes.

Members:

  • Cledorvino Belini, coordinator
  • Ieda Gomes
  • Sergio Foguel

Committee on Culture, People and Sustainability

Its function is to safeguard the best practice of TEO, the succession of leaders, determining parameters for remuneration, consistency in determining ODB's organizational macrostructure, and providing support in sustainability matters.

Members:

  • Sergio Foguel, coordinator
  • Jorge Camargo
  • Roberto Faldini

Odebrecht S.A.'s Chief Compliance Officer

Odebrecht S.A.'s Chief Compliance Officer is associated with the CA-ODB to ensure effectiveness and independence in matters related to compliance, with ethics, integrity and transparency. The CCO is appointed by, and reports directly to, the Compliance Committee's coordinator.

Olga Pontes, Chief Compliance Officer

Olga Pontes, born in the state of Bahia in November 14, 1975, holds an MBA in Corporate Governance from the Accounting, Actuarial and Financial Research Institute Foundation (FIPECAFI), an MBA from the Getúlio Vargas Foundation (FGV) and a B.Sc. in Data Processing from Faculdade Ruy Barbosa, studied Civil Engineering at the Federal University of Bahia (UFBA) and completed a non-degree program in Global Leadership at the Dom Cabral Foundation (FDC). She has over 20 years of experience in compliance, risk management, governance and internal audit amassed on international projects working at EY, two of which were for EY London. She joined the Odebrecht Group in 2006 as Chief Security Officer (CSO) at Braskem and, in 2009, became Business Security Director. Since April 2016, she is Chief Compliance Officer at Odebrecht S.A. with the challenge of defining and leading the implementation of the Compliance program, as well as monitoring the compliance commitments undertaken by Odebrecht with various authorities.

 

Odebrecht S.A.'s Executive Board

The following members are part of Odebrecht's Executive Board:

Luciano Guidolin, Chief Executive Officer

Mr. Luciano Guidolin was born in São Paulo on October 4, 1972, is an engineer and holds a master's degree in Business Administration from Harvard Business School. He has been part of the Odebrecht Group for 23 years.

Mr. Guidolin joined the Odebrecht Group in 1994 as trainee at OPP Petroquímica, later Braskem, and occupied various positions, such as Corporate Planning Director, Marketing and Vinylics Development Director, Polyolefins Export Director and Vinylics Business Director. He took part in the creation of ETH Bioenergia, currently Odebrecht Agroindustrial, as Chief Financial Officer. 

He served as Chief Financial Officer for Odebrecht S.A., serving on the Board of Directors of various companies in the Group. He returned to Braskem as Vice President for Polyolefins, Vinylics, Renewables, Technology, and Europe.  

In early 2017, he became responsible for Investments at Odebrecht S.A., and on May 12, 2017, he was elected Odebrecht's Chief Executive Officer, replacing Newton de Souza.

Daniel Villar, Responsible for Functional Support in People and Communication

Mr. Daniel Villar was born in the state of Bahia on November 26, 1972. He holds a degree in Civil Engineering from PUC-RJ and has been part of the Odebrecht Group for 22 years.  

Mr. Daniel Villar joined the Odebrecht Group as a trainee at Construtora Norberto Odebrecht (CNO) in 1995, for the construction of Rio de Janeiro International Airport. In 2006 and 2007, he was superintendent director for the delegated infrastructure market of the Southern Cone (Argentina, Uruguay, Paraguay and Bolivia) and, from 2008 to 2010, for the delegated market of Libya. His international experience with CNO also includes seven years in Peru and three years in Ecuador. 

From 2011 to 2013, he was superintendent director at Odebrecht Realizações and, as of 2014, he has been responsible for People at Odebrecht S.A.

Maurício Bezerra, Responsible for Functional Support in Legal and Governance

Mr. Bezerra was born in Salvador, Bahia on April 20, 1975. He holds a Bachelor of Laws from Salvador University and an LLM in International Economic Law from the University of Warwick in the United Kingdom.

Before joining the Group, he served from 1999 to 2001 as a Tax Consultant at Arthur Andersen and from 2001 to 2002 as a Tax Consultant at PriceWaterhouseCoopers. From 2003 to 2004, he pursued his LLM in International Economic Law. From 2004 to 2007, he was Structuring Manager at StandardBank, and from 2007 to 2008 held the same position at Merrill Lynch.

In 2008, he joined the Odebrecht Group at Braskem S.A. as head of the tax department and later as Chief Legal Officer, an office he held until 2013. From 2013 to 2016, he served as Chief Legal Officer at Odebrecht Ambiental S.A., and in 2017 he joined Odebrecht Engineering & Construction (OEC).

In the Odebrecht Group, he participated in important M&A transactions, such as the sale of Odebrecht Ambiental to Brookfield; the acquisition of Quattor by Braskem; the FI-FGTS follow-on offering; and the sale of an interest in Odebrecht Utilities to Funcef. He actively participated in the negotiations of Odebrecht’s plea bargain and leniency agreements in Brazil and abroad, leading the efforts in Latin America.

Mônica Odebrecht, Special advisor to the Chief Executive Officer

Mrs. Mônica Odebrecht was born in the state of Bahia on March 16, 1970. She is a lawyer with a degree from the Catholic University of Salvador, and works for the Odebrecht Group since 1994. She joined the holding Odebrecht S.A. and worked in the corporate area until 1999, when she went to the United States to work temporarily for Clifford Chance LLP. When she returned to Brazil in 2000, she worked at the corporate and financial area of the companies of Grupo Odebrecht's Chemical and Petrochemical Business (currently Braskem), until 2002, when she was transferred to Construtora Norberto Odebrecht S.A., where she also worked in the corporate and financial areas until 2008. She then returned to Odebrecht S.A.'s legal area.  She is currently Odebrecht S.A.'s special advisor and serves as director for various companies in the Group, including ODBINV S.A., Odebrecht S.A.'s holding company.