The Company’s board of directors consists of seven members, one of which is independent for purposes of the Novo Mercado rules. The Company’s board of directors is a decision-making body responsible for, among other things, determining its business policies and guidelines, including its long term strategies and performance goals. São Martinho’s board of directors also elects and supervises its executive officers and monitors the implementation of policies and guidelines established from time to time by its board of directors. Under Brazilian Corporation Law, the board of directors is also responsible for hiring its independent auditors.
In accordance with the rules of the Novo Mercado, the members of the Company’s board of directors are elected at general shareholders’ meetings for a two-year terms and are eligible for reelection. The current members of the Company’s board of directors were elected at an Ordinary shareholders’ meeting held on July 31st, 2008. Members of the Company’s board of directors are subject to removal at any time at a general shareholders’ meeting.
The board of directors ordinarily meets once a month and extraordinarily when a meeting is called by the chairman or any other members of the Company’s board of directors. The decisions of São Martinho’s board of directors require a quorum of a majority of the directors and are taken by majority vote. If the vote is tied, then a new meeting of the board of directors will be convened at which all directors must be present.
The table below lists the names and positions of the current members of São Martinho’s Board of Directors:
|João Guilherme Sabino Ometto||Chairman|
|Luiz Antônio Cera Ometto||Vice-Chairman|
|Nelson Marques Ferreira Ometto||Member|
|Murilo César Lemos dos Santos Passos||Independent Member|
|João Carvalho do Val||Member|
|Marcelo Campos Ometto||Member|
|Luiz Olavo Baptista||Member|
João Guilherme Sabino Ometto. Holds a bachelor’s degree in mechanical engineering from the University of São Paulo - São Carlos (1963). He began his career as a partner at Tropisuco - Indústria de Suco de Laranja, and worked as the Managing Director of the Association of Parents and Friends of the Disabled (APAE) of Santa Bárbara D’Oeste. He founded Brastoft - Indústria de Máquinas Agrícolas, jointly with Case Corporation, when he was a member of the Fiscal Council of Indústrias Romi. He was also Managing Director of the Association of Sugar and Alcohol Technicians of Brazil (STAB) from 1981 to 1987, and President of the Associación Civil de Técnicos Azucareros de América Latina y del Caribe from 1983 to 1986. He was a member of the Board of Trustees - International Society of Sugar Cane Technologists from 1983 to 1989, and President of the Brazilian Sugarcane Industry Association (UNICA) from 1998 to 2000. From 1991 to 1997, he served as President of the cooperative Copersucar, where he was also a member of the Board of Directors from 1997 to 2001. In addition, he served as Executive Officer, Vice-CEO and CEO of São Martinho, Usina São Martinho and Omtek - Indústria e Comércio. Besides serving as Vice-Chairman of the Board of Directors of São Martinho, he is the CEO of Mogi Agrícola, Imobiliária Paramirim, Duas Matas Agrícola and João Ometto Participações and Vice-CEO of Agropecuária Caieira do Norte, SM Participações, Agro Pecuária Vale do Corumbataí and Monte Sereno Agrícola. He is also the Second Vice-President of the São Paulo state industry federation (FIESP), coordinator of the São Paulo state sugar industry union (SIAESP); coordinator of the São Paulo state ethanol industry union (SIFAESP), and Advisory member of the Commercial Association of São Paulo, the Business-School Integration Center (CIEE) and the Brazilian Foreign Trade Association.
Luiz Antonio Cera Ometto. He holds a bachelor’s degree in agronomy from the Escola Superior de Agricultura Luiz de Queiroz, of the University of São Paulo - Piracicaba (1958). He began his career as a member of the Board of Directors of Copersucar, also serving as Fiscal Council member and as Managing Director of Cia. União dos Refinadores. In addition, he was Executive Officer and Vice-CEO of São Martinho and Omtek - Indústria e Comércio, and Executive Officer and CEO of Usina São Martinho. He was the Chairman of the Board of Usina São Martinho from 1999 to 2006, and of São Martinho from 1999 to 2008. Currently, he is the Chairman of the Board of São Martinho and CEO of Santa Cruz S.A. - Açúcar e Álcool, Agro Pecuária Boa Vista S.A., Agropecuária Vale do Corumbataí, Luiz Ometto Participações S.A, Companhia Agrícola Debelma, SM Participações, and Agro Pecuária Caieira do Norte, Monte Sereno Agrícola, Vice CEO of Imobiliária Paramirim and Duas Matas Agrícola, and Executive Officer of Agropecuária Cachimbo.
Nelson Marques Ferreira Ometto. Holds a bachelor´s degree in Business Administration from the Higher Institute of Applied Sciences Education Association from Limeira and participated in the Successors Training Project of Oliveira and Bernhoeft Associates. In 1987, he began his professional career in São Martinho (Iracema), where he served until 1999 in different roles in the administrative area, as a member of the Management Committee and Advisory Board. He was an Officer at Valbras Tratores e Peças Ltda from 1994 to 1999. Currently he is engaged in the management of his own affairs and is an Officer at Nelson Ometto Participações Ltda.
Murilo Cesar Lemos dos Santos Passos. Mr. Passos graduated in chemical engineering from the Federal University of Rio de Janeiro in 1971. He began his career at the Ministry of Industry and Trade and later served as advisor to the Minister in the Industrial Development Council (CDI), Executive Secretary of the Executive Commission for Paper and Pulp, and as coordinator of sectoral groups of the Industrial Development Council (CDI) from 1971 to 1977. In addition, he served at Companhia Vale do Rio Doce as the Director of the Wood, Pulp and Environment Department, Wood and Pulp Superintendent, manager of the Studies and Projects Department, advisory manager of the Vice-President and Executive board from 1977 to 1989, and Director of Forestry Products, Environment and Metallurgy (steel and aluminum) from 1990 to 1993. While serving as Director at Companhia Vale do Rio Doce, he also served on the Board of Florestas Rio Doce S.A., Alunorte - Alumina do Norte do Brasil S.A., Aluvale - Vale do Rio Doce Alumínio S.A., Itabira Internacional Co. Ltda, Bahia Sul Celulose S.A., Celma S.A. Indústria de Celulose e Papel, Mineração Rio do Norte S.A.;, Rio Capim Química S.A., Usiminas S.A. and Companhia Siderúrgica de Tubarão. He also served as Advisory Council member at Celulose Nipo-Brasileira S.A. - Cenibra e Cenibra Florestal S.A., Albrás - Alumínio Brasileiro S.A., Companhia Docas do Espírito Santo S.A. - Codesa, Rio Doce Geologia S.A. - Dcegeo and Portocel - Terminal de Exportação de Porto do Riacho S.A. At Celulose Nipo-Brasileira S.A. and Cenibra Florestas do Rio Doce S.A., he also served as the CEO from 1989 to 1990. From 1993 to 2001, he worked as Managing Director of Bahia Sul Celulose S.A. Currently, he is a member of the Board of São Martinho and Usina São Martinho, member of the Governing Council of the National Quality Awards Foundation and member of the Board of PROGESA/FIA, which is affiliated to the University of São Paulo (FEA/USP). In addition, he has been the Managing Director of Suzano Bahia Sul Papel e Celulose S.A. since 2001.
João Carvalho do Val. He received a bachelor’s degree in Production Mechanical Engineering from the Escola Politécnica of the University of São Paulo in 1969 and completed a specialization course in business administration at the University of São Paulo in 1976. He began his career as an investment analyst at Unibanco - União de Bancos Brasileiros S.A., where he worked from 1971 to 1974. From 1975 to 2005, he was Managing Director, responsible for financial planning, diversification of activities, study of sub-products and partnerships with foreign companies at João Ometto Participações S.A., a sugar and ethanol company. He is currently Chief Financial and Investor Relations Officer of São Martinho and Chief Financial Officer of Usina São Martinho, Usina Boa Vista and Omtek - Indústria e Comércio.
Marcelo Campos Ometto. Mr. Ometto earned a bachelor’s degree in business administration from the University of Ribeirão Preto (1988) and holds a specialization in business administration from the Getúlio Vargas Foundation - São Paulo (1990), with a focus on agribusiness. He began his career at Usina São Martinho S/A - Açúcar e Álcool, serving as Executive Manager from 1984 to 1997. From 1997 to 1998 he was Executive Manager at Usina São Martinho S/A, and as of October 15, 1999 he served as Agriculture Officer, Business Unit Officer and Agroindustrial Officer. In 1986, he was elected Executive Officer at Luiz Ometto Participações S/A, and in 1987 he became Vice-CEO. In 2006, he became CEO of Dimas Ometto Participações S/A., and from 2001 to 2004 he was a member of the Advisory Board of the Technology Center at Copersucar. Since 2001, he has served as a member of the Board of Directors of the Brazilian Agribusiness Association for the Ribeirão Preto Region of São Paulo (ABAG).
Luis Olavo Baptista. Senior partner of L. O. Baptista Advogados, where he works in the Corporate Law and Arbitration areas. He holds a doctorate in international law from the University of Paris II and is Full Professor of International Business Law at the University of São Paulo Law School. Since 2001, he has been member of the Appellate Body at the World Trade Organization. He has also been member of the International Court of Arbitration and the Commission on International Commercial Practices of the International Commerce Chamber (ICC) since 1999, and Arbiter of the Brasília Protocol for Mercosur since 1993. He presided over the E4A panel of the United Nations Compensation Commission (UNCC), where he resolved over 5,000 cases from Kuwait. He is a member of the Board of Vallourec S/A, a publicly-held company headquartered in France.
The Company’s bylaws require that the board of executive officers consists of a chief executive officer and between two and six additional executive officers, each responsible for a specific area of business. Positions may be held cumulatively, if permitted by the board of directors. The Company board of executive officers currently consists of six members, all of whom were elected at a shareholders’ meeting.
The table below lists the names and positions of the current members of São Martinho’s Board of Executive Officers:
|Agenor Cunha Pavan||Agroindustrial Executive Officer|
|Mário Gandini||Agroindustrial Officer|
|Augusto Braúna Pinheiro||CFO and IRO|
|Roberto Pupulin||Administrative Officer|
|Fernando Zaneti||Agroindustrial Officer - Iracema|
|Helder Luiz Gosling||Commercial and Logistics Officer|
Fabio Venturelli. Mr. Fabio Venturelli, born on October 25 1965, holds a Production Engineering degree from Politécnica da USP - (1988), and an MBA from FIA/FEA In-house - (1991). Mr. Fabio Venturelli has more than 18 years of experience in Corporate Management, Global Business Management and Commercial Management - Marketing and Sales in the chemicals and plastic industry; Venturelli has an international track record, with wide experience in the administration of national and international businesses. He built his career at Dow Chemical, where he held positions both in Brazil and in the U.S., among which Latin America’s commercial director, global business director and strategic development corporate director, from 1989 to 2007. He is currently São Martinho Group’s CEO, and his mission is to expand the company’s activities in the domestic and international markets, as well as to seek new business alternatives to complement the seasonality of the sugar and alcohol industry.
Agenor Cunha Pavan. He holds a degree in Chemical Production from Faculdade Engenharia Industrial (FEI) (1986). He specialized in Sugar and Alcohol Engineering from Centro de Tecnologia da Copersucar (1987). He also holds Business Administration (2000) and International Executive (2002) MBAs from Fundação Getúlio Vargas (FGV) in Ribeirão Preto and Ohio University. He began his career in the company as Production Technical Assistant, Production Manager, Executive Manager (Member of the "Projeto Novos Rumos" Turnaround Committee), Industrial Manager and Agroindustrial Director of the São Martinho Unit. He currently acts as the Group’s Agroindustrial Executive Officer.
Mario Ortiz Gandini. Born on May 22, 1950, Mario Ortiz Gandini has a bachelor’s degree in agricultural engineering from Escola Superior de Agricultura Luiz de Queiroz of the University of São Paulo (USP) in Piracicaba, and a graduate degree in Business Management from Fundação Getulio Vargas in Ribeirão Preto. Mr. Gandini has extensive experience in the agricultural field, having worked for over 20 years at Usina Santa Luzia in Motuca, state of São Paulo. He joined Grupo São Martinho in 1996 as an agricultural manager at the São Martinho Mill, the group‘s unit located in the city of Pradópolis, São Paulo. Mr. Gandini is currently agroindustrial officer at the São Martinho Mill.
Augusto Braúna Pinheiro. He holds a bachelor’s degree in Civil Engineering at the Federal University of Bahia with a MBA for senior executives at the University of São Paulo (USP), Braúna built a solid career at the Bank of Brasil (BB) for 30 years, spending the last 20 years in the International Area of the company. During this period he was responsible for the areas of International Capital Markets, Structured Finance and Trade Finance. He was General Manager of BB London (UK) for five years (1998 to 2003), returning to Brazil to take over the role of BB International Area Officer. In 2008, in New York he assumed the project of implementation the bank‘s retail operation in the country. Returning to Brazil in 2011, he served as CFO and Investment Officer of Brasilprev, a BB group pension subsidiary.
Roberto Pupulin. He earned a bachelor’s degree in industrial chemistry in 1977 and in business administration from the University of Ribeirão Preto (UNAERP) in 1988. In addition, he completed an MBA in Corporate Finance in 1997 and in Enterprise Management in 2001 from the Getúlio Vargas Foundation (FGV) in Ribeirão Preto. He began his professional career in various positions within the São Martinho Plant from 1968 to 2005, such as office aid, bookkeeper, head of office, and Head of the Agricultural Department, later occupying managing positions in the Supply, Planning, Logistics and Human Resources areas. He acted as Chief Agro-industiral Officer at the Iracema plant and at Omtek-Indústira e Comércio. He was a founding partner and has been the president of the Cooperativa de Economia e Crédito Mútuo dos Funcionários of Grupo São Martinho - USICRED since 1997. He currently acts as Chief Administrative Officer of the Group’s Shared Services Center.
Carlos Fernando Zaneti de Andrade. An agronomist, Mr. de Andrade graduated from the Agricultural and Veterinary University of Jaboticabal (FCAVJ) in 1987) and completed a specialist course in Workplace Safety Engineering at the Pirassununga University of Geodesic Engineering (FEAP) in 1994. He also concluded post-graduate studies in Strategic Marketing at the University of Ribeirão Preto (UNAERP) in 1998 and Business Administration, Marketing and Financial Management and Controllership at the Getúlio Vargas Foundation (FGV) in 1999, 2000 and 2003, respectively. Mr. Andrade began his career at Usina São Martinho where he worked as an agronomist, crop care supervisor, internal development coordinator, human resources manager and Agroindustrial Officer at the Boa Vista unit. He is currently Agroindustrial Officer at the Iracema unit, located in Iracemápolis, São Paulo.
Helder Luiz Gosling. Born on August 19, 1966, Helder Gosling earned a bachelor’s degree in mechanical production engineering from Universidade Paulista (UNIP) in 1988, a post-graduate degree in business administration also from UNIP in 1991, and an Executive MBA from the COPPEAD School at the Federal University of Rio de Janeiro (UFRJ) in 2002. He holds more than 16 years of experience in the entire logistics chain at companies in the chemicals, commodities and food (sugar, ethanol and coffee) industries as well as at companies involved in import, export and national distribution activities. He has solid experience in the logistics areas of the companies where he has worked, such as Copersucar, Solvay, Ipiranga and ED&F Man. Mr. Gosling applies his vast expertise in the areas of logistics, new business and the installation and feasibility of lucrative projects to fulfill the Group’s mission, vision and values. He is currently Commercial and Logistics Officer of São Martinho.
According to the Brazilian corporation law, the Fiscal Council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the Fiscal Council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.
The main responsibilities of the Fiscal Council are to audit São Martinho’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.
São Martinho Bylaws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the Fiscal Council is not installed.