Board of Directors:
The Board of Directors it is an autonomous body of a collegiate nature with its operations regulated by the current legislation, by the By-laws and Rules of Operation. As the highest authority in the management of the corporation, the Board is responsible for accountability to Shareholders, other stakeholders and society at large, and for the tangible and intangible assets used in the administration of the Company. Its main responsibilities are: to guide the Company's business, monitor its operation and administration, decide on strategic issues, guide the Executive Management on relevant issues, approve generally applicable policy proposals of the Company and decide on investments within its purview, as well as other responsibilities provided for in the Bylaws. It is formed by 11 Board members and their respective alternates, elected or removed from Office at any time by the General Meeting of Shareholders. This instance is composed of seven independent Board members, independent in relation to the controlling Shareholder, according to best governance practices indicated by BM&FBOVESPA. None of the members of the Board of Directors has an executive role at Braskem.
Braskem's Board of Directors have the following composition:
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Name
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Position Held
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Nominated by
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Independent*
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Newton Sergio de Souza
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Charmain of the Board
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Odebrecht
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No
|
|
Ernani Filgueiras de Carvalho
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Vice-Chairman of the Board
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Petrobras
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Yes
|
|
João Cox Neto
|
Board Member
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Odebrecht
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Yes
|
|
Carla Gouveia Barretto
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Board Member
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Odebrecht
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No
|
|
Luiz de Mendonça
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Board Member
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Odebrecht
|
No
|
|
Gesner José de Oliveira Filho
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Board Member
|
Odebrecht
|
Yes
|
|
Marcelo Moses de Oliveira Lyrio
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Board Member
|
Odebrecht
|
Yes
|
|
Pedro Oliva Marcilio de Sousa
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Board Member
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Odebrecht
|
Yes
|
|
João Carlos Trigo de Loureiro
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Board Member
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Petrobras
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No
|
|
Fernando Reis Vianna Filho
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Board Member
|
Petrobras
|
Yes
|
|
Edson Chil Nobre
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Board Member
|
Petrobras
|
Yes
|
*According to the rules detailed in the section "Overview" of the Corporate Governance
Newton Sérgio de Souza
Chairman of the Board of Directors
Elected Chairman of the Board of Directors in August 4, 2015, Mr. Newton de Souza became a member of the Board of Directors of Odebrecht S.A. in 2015. He joined the Odebrecht Group as general counsel of Odebrecht S.A. in 1988, and became an executive officer as of May 1997. He also served as the president of the board of directors of Companhia de Concessões Rodoviárias, or CCR. He was also a visiting lawyer at the law firm Dechert, Price & Rhoads (Philadelphia), a senior lawyer at the law firm Pinheiro Neto Advogados from 1976 through 1982 and a senior counsel of the Latin America and Caribbean Division of the World Bank (Washington, D.C.) from 1982 through 1987. Mr. Souza holds a law degree from Pontifícia Universidade Católica do Rio de Janeiro, or PUC/RJ, and an LL.M. from the University of Pennsylvania. He also attended the High Performance Boards Program of IMD, in Lausanne, Switzerland.
Ernani Filgueiras de Carvalho
Vice Chairman of the Board of Directors
Independent Director, elected Vice Chairman of the Board of Directors nominated by Petrobras in April 2016, mr. Carvalho has a degree in chemical engineering from the Federal University of Rio de Janeiro (UFRJ). He earned a graduate degree in Oil Processing Engineering from Petróleo Brasileiro S/A (Petrobras), an MBA from Fundação Dom Cabral (Minas Gerais) and a graduate degree in Regulation of the Oil and Gas Industry from the State University of Campinas (Unicamp), among others. With 40 years of market experience, Mr. Carvalho worked at Petrobras for 25 years, where he held various technical and management functions. At the Gabriel Passos Refinery (REGAP) in Betim, Minas Gerais, where he worked for 10 years, he was responsible for the startup of two industrial unit complexes. At the Company's headquarters in Rio de Janeiro, where he worked for 15 years, he coordinated the technology transfer program in the process of hydrotreating of fuels, jointly with the French Oil Institute (IFP - Paris), as well as projects stemming from this program. At the headquarters, also he prepared and coordinated a multi-year investment plan for the company's refinery area. He served for four years as Superintendent of Refining and Processing of Natural Gas at the National Petroleum Agency (ANP). Between November 2004 and March 2016, he worked as Executive Manager of Supply, Petrochemicals and Biofuels of the Brazilian Institute of Oil and Gas (IBP).
Fernando Reis Vianna Filho
Member of the Board of Directors
Independent Director, elected as a member of the Board of Directors as a nominee of Petrobras, Mr. Fernando worked for over 40 years in Sistema Petrobras in several managing positions until his retirement. Mr. Fernando does not hold an office in any other publicly held company. Mr. Fernando has a law degree from Universidade Estadual do Estado do Rio de Janeiro (UERJ).
João Cox Neto
Member of the Board of Directors
Independent Director, elected as a member of the Board of Directors as a nominee of Odebrecht, Mr. Cox is an Economics graduate from Universidade Federal da Bahia with post graduation in Economics from Université du Québec à Montreal and College of Petroleum Studies of Oxford University. He was also a member of the Board of Directors of some companies in different countries (Brazil, Argentina, Holland and Israel), and was also part, as board member, of the CRSFN - National Financial System Resources Council, the Board of Directors of ABRASCA (Brazilian Association of Publicly Held Companies) and of IBRI (Brazilian Institute of Investors' Relations). Since April 1999, he has been deeply involved in the telecommunications industry as Chairman, CEO or Vice-Chairman. From 2006 to 2010 at Claro, the second largest cell phone operator in Brazil, acting as Chairman, CEO and Vice-Chairman. From April 1999 to August 2004, he acted as Finance and Investors' Relations Vice-Chairman of Telemig Celular Participações and Tele Norte Celular Participações, a position shared with CEO of Telemig Celular and Amazônia Celular. In 2005, he was the Vice-Chairman of the Board of Directors of Cellcom, the largest cell phone operator in Israel. Mr. Cox is an independent member of the Board of Directors of Embraer, the Chairman of the Board of Directors of Estácio Participações S.A., a Member of the Board of Directors of Linx S.A., a Member of the Board of Directors of Odebrecht TransPort and Founding Partner and company manager of Cox Investimentos & Consuloria Ltda. and Cox Advisory.
João Carlos Trigo de Loureiro
Member of the Board of Directors
Elected to the Board of Directors by nomination of Petrobras, Mr. Loureiro has 40 years of professional experience, more than 6 of which abroad (France), with vast management experience. Since 2015, he has been manager of Shareholdings in Petrochemical and Biofuel Companies at Petrobras. Mr. Loureiro graduated in Economics from Universidade Cândido Mendes and holds an Executive MBA in Oil and Gas from Coppe - UFRJ.
Edson Chil Nobre
Member of the Board of Directors
Independent Director, elected to the Board of Directors by nomination of Petrobras, Mr. Nobre worked at Petrobras for 35 years. He acquired vast management experience at Petrobras and Petrobras Distribuidora. In 2014, he retired in the Petrobras system and from 2010 to 2014, served as Executive Manager of Energy Business at Petrobras Distribuidora. Mr. Nobre graduated in Chemical Engineering from the Federal University of Paraná, in law from Faculdades Integradas Bennett-Rio de Janeiro and in Work Safety Engineering from the State University of Maringá. He holds an Executive MBA from COPPEAD-UFRJ in Rio de Janeiro.
Gesner José de Oliveira Filho
Member of the Board of Directors
Mr. Oliveira Filho was elected to our board of directors as a nominee of Odebrecht. He is currently a Member of the Self-regulation Council of FEBRABAN, Member of the Board of Directors of USIMINAS, Member of the Policy Advisory Board of UBER, Member of the Advisory Board of CIEE, Member of the Advisory Board of ECONSERVATION, Partner of GO Associados Consultoria Empresarial, Professor of the Planning Department and Economic Analysis Applied to Administration - EAESP / FGV, Coordinator of the Economics Group of Infrastructure & Environmental Solutions of FGV. Between 2006 and 2010, he was the President of Sabesp - Sanitation Company of the State of São Paulo. He has also acted as Consultant in a project for the World Bank, for institutional analysis of a sanitation company in Dhaka, Bangladesh, 2012. Mr. Oliveira Filho is graduated in Economics from School of Economics and Administration of Universidade de São Paulo - FEA/USP, with a Master's degree in Economics from the Economics Institute of Universidade Estadual de Campinas (UNICAMP) and Phd in Economics from Califórnia University, Berkeley.
Marcelo Moses de Oliveira Lyrio
Member of the Board of Directors
Mr. Lyrio was elected to our board of directors as a nominee of Odebrecht. He is the founding partner of Príncipio Assessoria Empresarial. During 12 years, from 2004 to 2016, he was a businessman, partner and co-founder of Signatura Lazard and Managing Director (MD) of Lazard in Brazil. During such period, he worked as assistant for large Brazilian and foreign corporate groups in their local and international investments. Before then, he worked for 14 years, from 1990 to 2004, for ING Bank and ING Barings in several areas of the institution, and the last three years, as its President in Brazil. Mr. Lyrio is graduated in Economic Sciences from Pontifícia Universidade Católica - PUC of Rio de Janeiro.
Pedro Oliva Marcilio de Sousa
Member of the Board of Directors
Mr. Sousa was elected to our board of directors as a nominee of Odebrecht. He is an Executive Officer at Br Partners Group, and from 2012 to 2016 he acted as a Resources Management Office at GR Partners Gestão de Recursos Ltda. In 2011, he acted as a M&A Officer. From 2009 to 2010, he acted as M&A officer at Banco Standard de Investimentos S.A. As of 2013, he has been acting as a member of the Audit Committee at Companhia Brasileira de Distribuição and BM&F Bovespa S.A - Bolsa De Valores, Mercadorias e Futuros. Between 2013 and 2014, he was a member of the fiscal board of Hypermarcas S.A. Mr. Sousa has a Bachelor's degree in Law from Faculdade de Direito da Universidade Federal of the state of Bahia.
Carla Gouveia Barretto
Member of the Board of Directors
Ms. Barretto was elected to our board of directors as a nominee of Odebrecht S.A. She has 20 years of experience in the control, planning and human resources department, and, more recently, in the business department. She started her career as an external auditor of PricewaterhouseCoopers in Salvador in 1990. She joined the Odebrecht Group in 1994, and was responsible for planning and human resources at CNO, as controller and then as head of control in the Polyolefins Unit at Braskem. From 2012 to 2015, she was the director of business, responsible for private property investments of Odebrecht Properties. Since then, she has returned to Holding Odebrecht S.A. as director of planning and people. Ms. Barretto holds a degree in business administration from Universidade Salvador (UniFacs) and an MBA from Fundação Dom Cabral in Belo Horizonte.
Luiz de Mendonça
Member of the Board of Directors
Mr. Mendonça was elected to the board of directors as a nominee of Odebrecht. He is currently the chief executive officer of Odebrecht Agroindustrial (former ETH Bioenergia). Mr. Mendonça joined the Odebrecht Group in 2002 when he started working at Braskem, where he held several positions, such as executive vice president of the polyolefins unit, executive vice president of the basic petrochemicals unit and executive vice president of the polymers unit. He also acted as chief executive officer of Braskem Qpar S.A. In 2011, Mr. Mendonça was appointed chief executive officer of Braskem America and executive vice president of the international unit of Braskem. Before joining Braskem, Luiz spent a significant part of his career at Rhodia, in the textile and chemical sectors, where he held several business/operational positions throughout Latin America, France and the United States. Luiz has a bachelor's degree in production engineering from University of São Paulo and a MBA from Insead-France.
Executive Management:
Braskem's Executive Management has its operations regulated by the legislation and Bylaws, and its responsibilities are the management of the business and of the Company's functional areas, as well as the implementation of general policies and guidelines set out by the Board of Directors. As provided for in its Bylaws, the Management is a permanent body of the Company, and must be composed of at least four and at most ten members, with a President, a Director of Investor Relations, and the other Directors without specific designation, elected by the Board of Directors. The President, in performing his role as a Business Leader, is responsible for creating the conditions necessary for the Survival and Growth of Braskem and for the development and consolidation of the bases for Perpetuity of the Company as defined by TEO.
Braskem's Executive Management is composed of:
Fernando Musa
Chief Executive Officer
Mr. Musa is currently our Chief Executive Officer. From April 2012 to April 2016, Mr Musa was in charge of the company's business in the United States and Europe. Before that, in 2011, Mr Musa was Planning and Business Development Officer for Braskem, leading the areas of Strategic Planning, Procurement and Information Technology and also in charge of quantiQ, Braskem's distributor of chemical products. Mr. Musa joined Braskem in January 2010, as Planning and Integration Officer at Quattor (at the time of the acquisition by Braskem), where he was responsible for the integration into Braskem, leading the Financial, Procurement, Polymer Logistics and SAP Project areas. Previously, Mr Musa held leadership positions at McKinsey, Editora Abril and Monitor Group Mr. Musa holds a degree in mechanical engineering from the aeronautic technological institute (Instituto Tecnológico da Aeronáutica), or ITA, in São José dos Campos, Brazil, and an MBA from Insead, in Fontainebleau, France.
Pedro van Langendonck Teixeira de Freitas
Chief Financial Officer, Investor Relations Officer
With a degree in Production Engineering from the Polytechnic School of the University of São Paulo and an MBA from INSEAD, Pedro Freitas has more than 15 years of professional experience. He is Braskem's CFO since April 2016. From 2011 to 2016, he was Braskem's Corporate Strategy Officer, responsible for preparing the business plan, evaluating investment and M&A opportunities and running special projects. Prior to this, he was a strategy consultant, having participated in the definition of business strategies, M&A transactions and organization design in various sectors, including petrochemicals, agribusiness, consumer goods and pharmaceuticals.
Marcelo de Oliveira Cerqueira
Head of the Basic Petrochemicals and Vinyl Unit
Mr. Cerqueira is currently the head of the Basic Petrochemicals and Vinyl Business. Mr. Cerqueira has over 25 years of experience in the chemical and petrochemical industry. In 1987, he began his career at Companhia Alcoolquímica Nacional and COPERBO (current Arlanxeo´s plant). In 1989 he joined Companhia Petroquímica Camaçari (current Braskem Alagoas PVC Plant) , where he served as Production, Logistics, HSE, Procurement Engineer and Plant Manager. At Braskem, he served as Head of the Vinyls Unit, Vinyls Industrial Director and Production Manager of the PVC Production Unit in the state of Bahia. He holds a bachelor's degree in Chemical Engineering from the University of Pernambuco, an MBA from FGV and also attended the Global Leadership Program at the Wharton Business School - University of Pennsylvania.
Edison Terra Filho
Head of the Polyolefins, Renewables and Europe Unit
Mr. Terra is currently responsible for the Polyolefins, Renewables and Europe Unit. Mr. Terra joined Braskem in 2002, having worked in the areas of Marketing, Supply Chain and Export and as leader of the small firm Polyethylene, in addition to UNIB and quantiQ and, before Braskem, for nine years at Rhodia. Mr. Terra holds a degree in Production Engineering from the Polytechnic School of the University of São Paulo (USP) with a Master's Degree in Business Administration from EAESP-FGV / SP.
Mark Nikolich
CEO, Braskem America
Mark Nikolich is CEO of Braskem America, Inc. He is responsible for leading the company's polypropylene and ultra-high molecular weight polyethylene (UHMWPE) business units, including growth projects in the U.S.. Previously, he served as vice president of Braskem America's polypropylene business. He was responsible for all areas of the U.S. Polypropylene business including Commercial, Manufacturing, Feedstocks, and Innovation and Technology. Mr. Nikolich started his career in polypropylene sales for Himont in 1988. Through tenure at Montell, Basell, Epsilon and Sunoco, he has worked in the Polyolefins and Olefins industries for over 25 years. In 2010, he transitioned to Braskem after the acquisition of Sunoco Chemicals where he held various senior leadership positions in polymers, phenol and refining chemicals. He established and led Braskem's operations in Europe for three years after the acquisition of Dow's polypropylene business in 2011. He and his family returned to the U.S. in 2014 where he accepted the position to lead Braskem's polypropylene business unit in the U.S.. Mr. Nikolich holds a Business Administration degree in Marketing from Gettysburg College with Executive Studies in Business Administration from Columbia University and University of Pennsylvania's Wharton School.
Roberto Bischoff
Head of Competitiveness
Mr. Bischoff is currently the head of the Competiveness area. Mr. Bischoff has worked at Braskem since its creation and has already held various positions in the Company such as VP of Latin America BU (responsible for the implementation of Etileno XXI Project), Business Director of Polyethylene, Bussiness Director of Vinyls, CEO of Ipiranga Petrochemicals Inc., Director of International Project Development, Commercial director of Basic Petrochemicals Unit and Director of Raw Materials. In OPP Química, he held various positions such as head of Logistics and New Market Development and Services, Regional Superintendent of Rio Grande do Sul, Regional Superintendent of Sao Paulo among others. Mr. Roberto has started his career at Poliolefinas S.A in 1979, and remain working for Braskem or legacy companies till today. He holds a bachelor's degrees in Mechanical Engineering, Business and Public Administration at the Universidade Federal do Rio Grande do Sul (UFRGS). He holds specialization degrees in Materials Science from UFRGS and General Administration from Insead (France) and an MBA from Sociedade de Desenvolvimento Empresarial (now IBMEC).
Gustavo Valverde
General Counsel, Corporate Governance and External Affairs
Mr. Gustavo Valverde joined the Legal Department of OPP Química S.A. (current Braskem S.A.) in 2001. Between 2003 and 2005 he worked as a senior counsel in the Legal Department of Construtora Norberto Odebrecht (CNO). In 2006 he worked at White & Case LLP, reputable North American law firm, while living in New York. Upon returning to Brazil he engaged in an assignment at CNO, before becoming the general counsel of CBPO Ingeniería de Venezuela C.A in 2007 based in Caracas. Subsequently, in 2009 Mr. Valverde returned to Brazil as assistant general counsel of Braskem, and in 2011 he became the general counsel of Braskem America Inc. based in Philadelphia, where he was also in charge of external affairs. In 2013 he took over his current position. Mr. Valverde holds a law degree from the Federal University of Bahia, a master's degree (LLM) from Columbia University as well as a master's degree from Pontifícia Universidade Católia de São Paulo (PUC-SP), and post grad in Tax also from PUC-SP.
Marcelo Arantes
Head of People, Communication, Marketing and Sustainable Development
Marcelo Arantes has 28 years of professional experience, having worked in several large companies and holding many positions related to Human Resources. Started his carrer in 1988 at Fiat Group as an interin (Training area) and worked at Celite from 1989-1991 as a Compensation analyst. Between 1991 and 1998 he was HR Manager at Asea Brown Boveri Ltda, before going to Unilever to assume the position of Corporate Manager of HR Development. In 2000 he became manager of Human and Organizational Development at Intelig Telecomunicações and was promoted to HR Director in 2003. Posteriorly, in 2005, he went to Reckitt Benckiser where he stayed until 2008 as HR Director. Between 2008 and 2010 he was Latin America Director of HR in Grupo Fiat/Chrysler, and after that period he went to Braskem. Mr. Arantes holds a bachelor's degree in Administration from Faculdade de Ciências Gerenciais (UNA), at Minas Gerais, and an Executive MBA from Dom Cabral, besides having taken part on the Global Leadership Program on Wharton Business School - University of Pennsylvania.
Audit Board:
The activities of the Audit Board are governed by Law 6,404, by Braskem's Bylaws and its Rules of Operation, as well as, to the extent compatible with the Brazilian legislation, by the SOX of the United States. In view of the requirements demanded by SOX, the Fiscal Board had its activities expanded in 2005, acquiring the responsibilities of an Audit Committee. Its main responsibilities are: (a) supervise the acts of the Administration, in order to ensure fulfillment of their legal and statutory duties, issuing opinions and providing information to Shareholders; (b) follow up on annual and quarterly results of the Company; (c) approve the annual list of pre-approved services that can be provided by the independent auditors; (d) oversee the work of internal and external audit; (e) analyze the report of recommendations prepared by the independent auditors, as well as the reports on internal controls containing the points that could impact the Company's financial statements; and (f) analyze and recommend to the Board of Directors the appointment of independent auditors. The Audit Board is formed by five Board members and their respective alternates, elected or removed from Office at any time by the General Meeting of Shareholders, for a term of one year.
Braskem's Audit Board is composed of:
Luis Eduardo Queiroz Costello
Member of the Audit Board
Elected member of the Audit Board representing Petrobras in April 2016, Mr. Castello has been with Petrobras for over 25 years, where he has held several management positions. He is currently General Manager of Tax Enforcement. Mr. Castello graduated in Electric Engineering, with an emphasis on Computing Systems, from the State University of Rio de Janeiro (UERJ) and earned a graduate degree in Software Engineering from the Federal University of Rio de Janeiro (UFRJ) and in Tax Management from Mackenzie Presbyterian University. He holds an Executive MBA from COPPEAD-UFRJ. Mr. Castello is Chairman of the Audit Board of Transpetro, to which he was elected member in 2014. He also served as Audit Board member at Bahiagás from 2010 to 2014.
Ismael Campos de Abreu
Member of the Audit Board
Mr. Ismael de Abreu has worked since April 2011 as an Officer at Kieppe Participações e Administração Ltda., a company that indirectly holds an interest greater than 5% in similar kind or class of securities in the Company. From 1995 to March 2011, he has worked as a controller of Odebrecht S.A. ("Odebrecht"), a company that indirectly holds an interest exceeding 5% in similar kind or class of securities of the Company. The companies listed above are part of the same economic group of the issuer. From 1978 to 1985, he has worked as a Manager at the Tax Consulting division of PricewaterhouseCoopers; from 1986 to 1988, he has worked as a controller at Corrêa Ribeiro S.A. Comércio e Indústria; from 1989 to 1991, he worked as a Manager in the consultancy department at Arthur Andersen; and from 1992 to 1995, he was a shareholder in Performance Auditoria e Consultoria. He was a member of the Fiscal Board of Petroflex Indústria e Comércio S.A. ("Petroflex"), until the sale of the interest held by the Company in Petroflex in April 2008. From March 2006 to March 2008, he worked as a member of the Fiscal Board at Companhia Petroquímica do Sul - Copesul (petrochemical sector). Mr. Abreu is an Accounting graduate from Fundação Visconde de Cairú and holds a postgraduate degree in Economic Engineering from Centro Interamericano de Desenvolvimento.
Cristiano Gadelha Vidal Campelo
Member of the Audit Board
Elected member of the Audit Board as representative of Petrobras in April 2016, Mr. Campelo has worked at Petrobras for 10 years, where he has been, since 2012, External Tax Relationship Manager, responsible for managing people and processes associated with tax risks of the Petrobras System, also serving as negotiator and institutional interface with the Secretaries of Treasury of States and Municipalities in the South, Southeast and Midwest regions of Brazil, as well as with trade associations (IBP, SINDICON, FIRJAN, ABRAGET, etc.) and other bodies such as CONFAZ. Between 2014 and 2015, he served as member of the Audit Board of Companhia Maranhense de Gás (GASMAR). He holds a degree in Law and an MBA from Fundação Dom Cabrale.
Marcos Galeazzi Rosset
Member of the Audit Board
Elected member of the Audit Board by preferred shareholders in April 2016, Mr. Rosset has served as President and CEO of multinational companies for 25 years and as member of strategic and management boards for Latin America. He is currently a member of the Advisory Board of Sambatech (leading company in Latin America in infrastructure and distribution of content in the digital platform) and Director of the company Magic Bubble (electronic games and edutainment developer). Member of IBGC. Mr. Rosset serves as CEO of e-all Entertainment, previously served as CEO and SVP of The Walt Disney Company Brasil (2001 -2011), as Managing Director for Brazil and Latin America of CIC VIDEO International (subsidiary of the Universal Pictures and Paramount Pictures) and Manager of Globo Vídeo (a company of the Rede Globo Television Organization) for São Paulo.
