Odebrecht Transport

Corporate Governance and Compliance Practices founded on principles that pursue sustainable and responsible growth

Odebrecht Group is committed to business ethics, integrity and transparency, in accordance with the best global governance practices and applicable laws. This commitment is formally set out in its Compliance Policy endorsed in November 2016 by the Board of Directors and the creation of a set of initiatives to implement a robust and effective Compliance System.

Odebrecht TransPort is separate and decentralized, operating independently of Odebrecht S.A. and other Odebrecht Group enterprises. The governance and operation of each Odebrecht TransPort investee is therefore independent.

Board of Directors

The Odebrecht TransPort Board of Directors consists of up to eleven serving members and their respective alternatives, one of whom is the Chairman and another the Deputy Chairman, elected by the annual general shareholders’ meeting with a unified term of one year, after which they may seek reelection. The appointment of independent members enhances diversity and bolsters transparency and independent judgment capacity on the Board of Directors. The concept of independence follows the definitions of the Novo Mercado regulations of the São Paulo Stock Exchange (BM&FBovespa) and the terms of the Odebrecht TransPort shareholders' agreement.

The Board consists of nine serving members, two of whom are independent directors and three partner representatives. They are all Brazilian and two of them are women.

The Board of Directors is subject to specific operating regulations, takes decisions and monitors business, always with a view to serving the best interests of the company and its shareholders. The Board’s ordinary meetings take place monthly.

Chairman
Luciano Nitrini Guidolin

Directors
André Amaro da Silveira
Mônica Bahia Odebrecht
Marcela Aparecida Drehmer Andrade
Marcelo Campos Prata
Flavio Eduardo Arakaki
Rodrigo Gomes Coelho
José Guimarães Monforte
João Cox Neto

Executive Board
Implements the business strategy and ensures the company runs seamlessly. The Executive Board consists of at least three and at most nine members, one being a Business Leader (CEO) and the others being Officers with no specific title elected by the Board of Directors. The Executive Board currently* consists of three members.

Juliana Baiardi
CEO

Marcelo Felberg
Officer

Rodrigo Veloso
Officer

*2017

Committees

These are advisory and consist of directors appointed by the Board of Directors.

PurposeCompositionMeetings
Related Parties CommitteeEvaluates transactions and commercial relations between the company and its related parties.Three membersWhenever necessary
People and Organization CommitteeAddresses issues related to employees such as health, safety, the environment and private pension schemes.Three membersFour ordinary meetings. Extraordinary meetings, when necessary
Financial and Investment CommitteeMonitors policy related to finances, insurance and bonds, financial risk management and annual earnings and evaluates and monitors investment projects.Four membersSix ordinary monthly meetings. Extraordinary meetings, when necessary.
Compliance committeeCreated in 2016, it supports the commitment to business ethics, integrity and transparency in accordance with the best global practices and applicable legislation.Three membersSix ordinary meetings every two months. Extraordinary meetings, when necessary.

Governance Site

Exclusive online channel for directors to expedite efficient communications. Of restricted access, it holds minutes, financial statements, various informative materials and resolution documents for consultation regarding the Board of Directors and Committees.