Board of Directors
 Board of Executive Officers
 Audit Committee
 Compensation

In accordance with UOL’s by-laws and Brazilian corporation law, the Company is managed by its board of directors (Conselho de Administração) and its board of executive officers (Diretoria). UOL also has a nonpermanent audit committee (Conselho Fiscal).

Board of Directors

UOL’s board of directors provides its general strategic management guidelines and is responsible for, among other things, setting general business policies and electing its officers and overseeing their management responsibilities. In addition to the decisions on matters set forth by Brazilian corporation law, the Company’s board of directors is responsible for decisions on a number of material matters set forth in UOL’s by-laws and in the Shareholders’ Agreement, which requires that its board of directors meet at least on a quarterly basis or whenever requested by the Chairman or a majority of the members of the board of directors. The decisions of UOL’s board of directors are taken by affirmative vote of the majority of the board members attending the meeting.

Brazilian corporation law provides that the board of directors must be composed by a minimum of three members, who must be shareholders of the company. UOL’s by-laws establish a minimum of six directors and a maximum of eleven directors. Directors are elected at a shareholders’ meeting for a one-year term, and may be discharged at any time by UOL’s shareholders in a shareholders’ meeting.

Brazilian corporation law provides that members of the board of directors may not vote in any shareholders’ meeting or take part in any transaction in which there is a conflict of interest with those of the company.

Luiz Frias. Chairman of the Board of Directors and President. Luiz Frias is an economics graduate from USP, with a masters degree from University of Cambridge, England, and the Université de Paris (Sorbonne), France. He joined Group Folha in June 1981, he has been President of UOL since it was founded and is also the President of Group Folha.

Maria Judith de Brito. Vice-Chairman of the Board of Directors. Maria Judith de Brito graduated with a degree in Public Administration from EAESP-FGV, and has a masters degree in political science from PUC –SP. She joined Group Folha in March 1990. At UOL, she is responsible for human resources and the office of general counsel. She also serves as Superintendent Director of Empresa Folha da Manhã S.A.

Gil Torquato Landim. Member of the Board of Directors, Gil Torquato is graduated in Communication focused on Public Relations from Fundação Cásper Líbero/SP with a master degree in Marketing from ESPM/SP and business administration from FGV/SP. He entered Grupo Folha in 1985 and is currently serving as UOL’s Institutional Relations and Telecommunication Officer. Before that, he has served as New Business Officer and Deputy Advertising Officer for Empresa Folha da Manhã S.A.

Shakhaf Wine. Member of the Board of Directors. Shakhaf Wine graduated with a degree in economics from PUC/RJ. The positions he holds in other companies include: Officer of Portugal Telecom and President of Portugal Telecom Brazil S.A., and member of the Board of Directors of Brazilcel N.V., Telesp Celular Participações S.A., Tele Centro Oeste Participações S.A., Tele Sudeste Participações S.A., Celular CRT Participações S.A, Teleacre Celular S.A., Telegoiás Celular S.A., Norte Brazil Telecom S.A., Telemat Celular S.A., Telems Celular S.A., TCO-IP S.A., Teleron Celular S.A., and Banco1.Net S.A.

Adalberto Antonio Fernandes. Member of the Board of Directors. Adalberto graduated with a degree in economics and serves as Operations Executive Officer at Folha da Manhã S.A.

Orlando Molina. Orlando Molina is attorney and has a masters degree in Economic and Corporate Law from Fundação Getúlio Vargas – FGV. He joined Grupo Folha in December 1994 and serves also as General Counsel Officer of Empresa Folha da Manhã S.A.

Luís Miguel da Fonseca Pacheco de Melo. Mr. Melo has a bachelor’s degree in civil engineering from the Instituto Superior Técnico and an MBA from IESE. He has been the Chief Financial Officer of PT, an SGPS, since April 2006. Earlier, he served as Executive Officer at PT Multimedia in the finance department, and held administrative positions in its subsidiaries: TV Cabo Portugal SA, Lusomundo Audiovisuais SA, Lusomundo Cinemas SA, PT Conteúdos SA and PT Televisão por Cabo SGPS SA. Until November 2005, he was a member of the Board of Directors of Sport TV. In March 2006, he was appointed as Administrator of Previsão, Sociedade Gestão de Fundos de Pensões, SA. Since 2004 he has been the Chairman of the Board of Cabo TV Açoreana SA, Manager of Lusomundo España SL and Executive Officer at Cabo TV Madeirense SA (since 2003). Mr. Melo is also a member of PT PRO’s Board of Directors. He worked in several companies such as BES Investimento in Lisbon and São Paulo, acting as a guest member of the Executive Commission of BES Investimento, administrator at BES Investimento Brasil and head of the Emerging Markets Department. He also worked at UBS Warburg (London) in the M&A and Corporate Finance departments and as a civil engineer in Construtora do Tâmega.

Antonio Carlos de Moura. Mr. Moura has a degree in social communication from the Cásper Líbero Foundation, São Paulo. He joined the Folha Group in April 1985 and is Chief Advertising Officer in the company and in Folha da Manhã S.A.

Board of Executive Officers

UOL’s executive officers are its legal representatives and are responsible for the day-to-day management of the Company’s business and for the implementation of the general policies and guidelines established by UOL’s board of directors. Brazilian corporation law provides that each executive officer must be a Brazilian resident but does not require such officer to be a shareholder of the company. Additionally, not more than one-third of the members of UOL’s board of directors may be officers. Executive officers are elected by the Company’s board of directors for a one-year term, reelection being permitted, and may be removed by the board of directors at any time. In the event of vacancy, the board of directors will elect a substitute.

According to UOL’s by-laws, its executive officers are responsible for the: (i) management of its business and implementation of the Company’s by-laws; (ii) UOL representation, in accordance with its by-laws, in court or other, and in accordance with the law, in addition to appointments of attorneys-in-fact ad negotia or ad judicia; (iii) implementation of the Company’s corporate purposes; (iv) approval of the plans, programs, and general rules of operations, management and control seeking the development of the Company and in compliance with the guidelines established by the board of directors; (v) preparation and submission to the annual shareholders’ meeting of a report on corporate business operations, together with the year end statutory financial statements, and the related opinions of the audit committee, when applicable; (vi) conduction of UOL operations, in accordance with the guidelines determined by the board of directors and appropriate to the attainment of its corporate goals; (vii) publish, until the end of January of each year, the annual calendar of corporate events of the Company while the Contrato de Adoção de Práticas Diferenciadas de Governança Corporativa – Nível 2 (Agreement for the Adoption of Differentiated Corporate Governance Practices – Level 2) of BOVESPA is in effect; (viii) proposal to the board of directors investment plans and programs; and (ix) authorization of the opening and closing of branches, agencies, warehouses, and/or creating delegations, offices, and representation offices anywhere in the national territory or abroad.

UOL’s board of executive officers is currently composed of four members, who were elected at board of directors meetings. The following table sets forth selected information regarding UOL’s executive officers:

UOL’s CEO, Luiz Frias is one of the shareholders of its controlling shareholder Folhapar S.A. There is no family relationship among any of UOL’s senior officers.

The Company’s day-to-day management is also conducted by an executive committee, together with the executive officers. The table below sets forth selected information regarding the members of UOL’s executive committee:

Luiz Frias. Chairman of the Board of Directors and President. Luiz Frias is an economics graduate from USP, with a masters degree from University of Cambridge, England, and the Université de Paris (Sorbonne), France. He joined Group Folha in June 1981, he has been President of UOL since it was founded and is also the President of Group Folha.

Marcelo Epstejn. Chief Operating Officer. Marcelo Epstejn is a Production Engineer graduated from the Escola Politécnica da Universidade de São Paulo with a master degree in Business Administration from Fundação Getúlio Vargas (FGV). Mr. Epstejn has been working for the Folha Group since 2000, initially as Chief Marketing and Circulation Officer of Folha da Manhã, which includes the newspapers Folha de S.Paulo and Agora SP, and later as Chief Marketing and Sales Officer of UOL. Before entering the Group, Mr. Epstejn worked 13 years for Credicard, as Chief Marketing Officer, Market Development Officer and Sales Officer.

Miguel Longo Júnior. Chief Financial Officer and Investor Relations Officer. Miguel Longo Junior is an Economist graduated from the Mackenzie University with a master degree in Business Administration from Fundação Getulio Vargas (FGV). Mr. Júnior joint UOL in August, 2007. Before entering the Group, Mr. Junior worked for Wal-Mart Brasil as the Financial Vice-President. Prior to that, Mr. Júnior worked for other groups such as Votorantim Papel e Celulose, GE Capital, São Paulo Alpargatas, General Motors and Monsanto.

Gil Torquato Landim. Member of the Board of Directors, Gil Torquato is graduated in Communication focused on Public Relations from Fundação Cásper Líbero/SP with a master degree in Marketing from ESPM/SP. He entered Grupo Folha in 1985 and is currently serving as UOL’s Institutional Relations and Telecommunication Officer. Before that, he has served as New Business Officer and Deputy Advertising Officer for Empresa Folha da Manhã S.A.

Audit Committee

According to Brazilian corporation law, each company’s audit committee must be independent of the company’s management and external auditors. The main responsibility of the audit committee is to oversee the activities of company’s management and to analyze the financial statements and report their views to the shareholders.

Audit committee members cannot be members of the board of directors, the board of executive officers, or the staff of a subsidiary or any company of the same group, or a spouse or relative of the Company’s directors and officers. Additionally, Brazilian corporation law requires that the members of the audit committee receive as compensation at least 10% of the average compensation paid to the officers, excluding benefits, representation costs and profit sharing.

José Antonio Ramos. Sitting member of the Audit Committee, Mr. Ramos is graduated in Accounting and Business Administration. With wide experience in the financial area, Mr. Ramos has worked for companies like Embratel, Tim and Holiday Inn Hotels.

Alexandre Luiz Oliveira de Toledo. Sitting member of the Audit Committee, Mr. Toledo is graduated in Law from the São Paulo University. Mr. Toledo has worked for Bradesco and Schahin Cury and has been member of the Fiscal Council of Ripasa and CST. Currently, he is a sitting member of the Audit Committee of Datasul and alternate member of Sabesp’s Fiscal Council.

Francisco Silverio Morales Céspede. Mr. Céspede has a bachelor’s degree in business administration, and postgraduate qualifications from FGV, São Paulo, and several specialization courses in general, accounting and financial administration in Brazil and abroad, including courses at Harvard Business School and Stanford University. Currently, he is the Chief Administrative, Financial and Investor Relations Officer at São Paulo Alpargatas S/A. He also serves on the Board of Directors of Sadia S/A and Santista Têxtil S/A. At Monsanto do Brasil, where he worked for 17 years, he served as Chief Financial Officer and was a member of the Board of Directors. He received the ‘Finance Executive of 1998’ award from the IBEF and ‘CFO of the Year 1995’ award from Latin Finance.

Compensation

Brazilian corporation law provides that UOL shareholders are responsible for setting the total compensation to be paid every year to the members of its board of directors and board of executive officers.

Once the shareholders set the total compensation to be paid, the board of directors is responsible for distributing such amount among its members and the members of the board of executive officers. UOL board of directors receives no compensation. Total annual compensation of the Company’s executive officers is set during a special shareholders’ meeting.

During the Fiscal Years ended on December 31, 2007 and 2006, the consolidated compensation paid to UOL’s board of executive officers amounted to approximately R$ 5.5 million and R$ 6.7 million, respectively, said amounts did not exceed the total limit approved by the shareholders.

Last Update on May 29, 2009