Governance

Board of Directors

Odebrecht S.A.'s Board of Directors

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

José Mauro Carneiro da Cunha, chairman of the Board of Directors

José Mauro Carneiro da Cunha has a degree in Mechanical Engineering from the Universidade Católica de Petrópolis, and concluded the Executive Program in Management at the Anderson School, University of California, USA. He began his career as a BNDES employee, where he acted in various functions and held executive positions. He was a member of the Board of Directors of several companies, such as Telemar and Vale S.A., Tele Norte Leste, Telemar Norte Leste S.A., TNL PCS S.A., Tele Norte Celular, Log-In Logística Intermodal, Santo Antonio Energia, Light, Aracruz Celulose, Politeno, Banco do Estado do Espírito Santo, and Pharol.

In addition to being an independent director at Odebrecht S.A., he is currently a member of Braskem's Board of Directors. 

 

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.

Mauricio Odebrecht, member of the Board of Directors

Mauricio Bahia Odebrecht has a degree in Business Administration from Universidade Salvador - UNIFACS (1996). More than 20 years ago, he joined the Empreendimentos Agropecuários e Organizações (EAO) Group, working in the agricultural sector and, since 2010, he holds the position of officer of the company. He was president of the ABCN - Associação Baiana dos Criadores de Nelore (Association of Nellore Creators of the State of Bahia).

Ruy 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.

 

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.

 

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.

 

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.

 

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:

Ruy Sampaio, Chief Executive Officer

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.

Guilherme Abreu, Responsible for Functional Support in People and Communication

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.