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.

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.

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:

  • Roberto Faldini, coordinator
  • João Pinheiro Nogueira Batista
  • Ruy Sampaio 

Finance and Investment Committee

Its function is to analyze matters related to finance, investments in general, the make-up of the portfolio of Businesses, ODB's financial risks and proposals regarding the hiring of external auditors and follow-up of their work.

Members:

  • João Pinheiro Nogueira Batista, coordinator
  • Ruy Lemos Sampaio

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:

 

  • Roberto Faldini, coordinator
  • João Pinheiro Nogueira Batista 

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

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.

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

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.  

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.

Rogério Bautista, Responsible for Functional Support in Legal and Governance

Rogério holds a degree in Law from the Catholic University of Salvador. Specialized in Tax Law by the Brazilian Institute of Tax Law and MBA in Business Management at Fundação Getúlio Vargas. In addition to being OR’s legal officer for the last three years, Rogério also served as legal officer and attorney for Odebrecht Energia (2008-2016), Braskem’s attorney (2002-2008) and associate attorney at law firms in São Paulo and Rio de Janeiro before joining the Group.

Marco Rabello, Responsible for Functional Support on Finance, Planning and Investiments

Marco Rabello has worked for the Odebrecht Group for 16 years. Since 2018, he has been responsible for the Finance, Planning and Investment areas at Odebrecht S.A.. Before joining the holding, he was responsible for Finance at OEC, Odebrecht Energia and OOG (currently Ocyan) and worked as controller at Braskem. Before joining the Group, he was Financial Consulting Manager at Plaut Consultoria Internacional, a company based in Germany, and Business Consulting Manager at Arthur Andersen. He holds a degree in Business Administration from UNIFACS and an MBA from Fundação Getúlio Vargas.