Board of Directors
| BOARD OF DIRECTORS |
The role of the Board of Directors is to analyze and approve policies and strategies and oversee the actions of the Executive Board, as well as electing the members of Executive Board and the statutory committees. According to CSN’s Bylaws, in addition to the attributes determined by law, the Board is responsible for:
• Approving the general management rules, setting the overall guidelines for running the Company’s businesses, establishing the basic directives for executive action, including those governing production, sales, technology transfers, the use of trademarks and patents, finances and investments, as well as doing everything possible to ensure that such guidelines are complied with;
• Examining the Company’s books and papers, requesting information on pertinent documentation, businesses and projects, ongoing or concluded;
• Electing and removing members of the Audit Committee, determining its attributes and operational rules and fixing the remuneration of the members.
CSN possesses a seven-member Board:
Benjamin Steinbruch - Member of the Board of Directors since April 23, 1993, occupying since April 28, 1995 the role of President of the Board. Occupies the position of CEO in CSN since April 30, 2002. Mr. Steinbruch is also CEO of Vicunha Steel S.A., member of the Board of the Portuguese Chamber, 1st Vice-President of FIESP since September 2004, member of FIESP´s Strategic Board, Advisor to the Robert Simonsen Institute, Advisor of IEDI - Institute for Industrial Development Studies, and Advisor of the Brazil Steel Institute (IABr). Over the past five years, he served as Advisor and CEO of Vicunha Steel S.A., Advisor and Superintendent Director of Vicunha Steel S.A., Advisor and CEO of Vicunha Aços S.A. and Superintendent Director of Rio Purus Participações S.A (all these companies belonging to the group controlling CSN), Advisor of Prada Metallurgical Company, Inal Nordeste S.A. and National Minérios S.A. (all controlled by CSN) and member of the Deliberative Council of the CSN Foundation. Graduated in Business Administration from the Fundação Getúlio Vargas - SP, with Postgraduate studies in Marketing and Finance also from the Fundação Getúlio Vargas.
Jacks Rabinovich - Member of our Board of Directors since April 23, 1993, currently occupying the role of Vice-President. Graduated in Civil Engineering from Mackenzie University, with a specialization in Textile Engineering from the Lowell Institute, Massachusetts - USA.
Fernando Perrone - Member of our Board of Directors since September 26, 2002 and a member of our Audit Committee since June 24, 2005, of which he is currently the President. He was our Infrastructure and Energy Executive Officer from July 10, 2002 to October 2, 2002 and an independent consultant in the infrastructure department. In the last 5 years, Mr. Perrone served as member of the Board of Directors of Profarma - Pharmaceuticals Distributor S.A., member of the Board of Directors of João Fortes Engenharia S.A. and member of the Board of Directors of Energia Sustentável S.A.. Graduated in Business Administration, sponsored by "Chimica" Bayer S.A., in Law from the Universidade Federal Fluminense, and has a Postgraduate degree in Economics in the area of Capital Markets from the Fundação Getúlio Vargas.
Antonio Francisco dos Santos - Member of our Board of Directors since November 25, 1997. Mr. Santos is President of the Board and CEO of CSN´s Investment Club. In the last 5 years, he served as Planning and Support Director of CSN and President of CSN Invest. Graduated in Business Administration and postgraduated in Organization and Finance, both from the Coordinator of Graduate Studies and Research - CECOP, he also holds an MBA in Industrial Strategy and Business Management from Universidade Federal Fluminense - UFF.
Yoshiaki Nakano - Member of our Board of Directors since April 29, 2004 and a Member of our Audit Committee since June 24, 2005. In the last 5 years, Mr. Nakano served as Economics professor in the Fundação Getúlio Vargas (FGV) and Director of the Economics Department at FGV in São Paulo, member of the Board of Directors of the Fundação de Amparo à Pesquisa do Estado de São Paulo - FAPESP, member of the Superior Board of Economics (COSEC), of FIESP/IRS, member of the Consultive Board of the Pão de Açúcar Group. Previously, Mr. Nakano served as the Special Secretary for Economic Affairs in the Ministry of Finance of the state of São Paulo. Graduated in Business Administration from the Fundação Getulio Vargas and holds an MA and Ph.D. from Cornell University, USA.
Gilberto Sayão da Silva - Member of our Board of Directors since April 30, 2009. Mr. Sayão is currently a partner at Vinci Investimentos Ltda. and a member of its Executive Board. Previously, from 2003 to 2009, he served as CEO of UBS Pactual Alternative Investments (ALIN), a company controlled by UBS Pactual Asset Management. He is currently on the Board of Directors of several companies, such as PDG Realty S.A. and Equatorial Energia S.A.. Mr. Sayão studied Engineering at the Pontificia Universidade Catolica do Rio de Janeiro - PUC / RJ.
Rubens dos Santos. Mr. Santos has been a member of our Board of Directors since April 27, 2012. He currently serves as Administrator for Vicunha Petroquímica Ltda and Fibracel Têxtil Ltda. He is also Executive Officer for Pajuçara Confecções S.A., Vicpetro S.A., VRS S.A. and Finobrasa Agro-Industrial S.A.. Additionally, Mr. Santos is the Chairman of the Board of Directors of VTA Andina S.A., and a board member of National Steel S.A., Vicunha Participações S.A., Vicunha Siderurgia S.A., Fibra Empreendimentos Imobiliários S.A., Transnordestina Logística S.A., Vicunha Aços S.A., Vicunha Steel S.A., Vicunha S.A., Elizabeth S.A. Indústria Têxtil and La Internacional S.A.. Mr. Santos is an accounting technician.
| AUDIT COMMITTEE |
In June 2005 a Comitê de Auditoria - (an "Audit Committee") was appointed, in compliance with the SEC´s rules and, as required, it is composed of three independent members of our Board of Directors.
The Audit Committee is responsible for recommending the appointment of the independent auditors to the Board of Directors; reporting on the policies and our annual auditing plan submitted by the employee responsible for internal auditing and, on its execution, monitoring and evaluating the results and activities of the external auditors, and identifying, prioritizing, and submitting actions to be implemented by the executive officers; and analyzing the annual report, as well as our financial statements and making recommendations to the Board of Directors.
The Audit Committee is currently composed of Messrs. Fernando Perrone, Yoshiaki Nakano and Antonio Francisco dos Santos.