Management and Board of Directors

Board of Directors

The Board of Directors is a collegiate deliberative body responsible for formulating and implementing the general policies and guidelines of Bombril’s operations, including long-term strategies. It is also responsible for electing and supervising Bombril’s executive officers. According to Brazilian Corporation Law (Federal Law 6,404 of 1976, as amended), the Board of Directors is also responsible for appointing the independent auditors.

The members of the Board of Directors are shown in the table below:

Members of the Board of Directors Title Date of election End of termof office
Ronaldo Sampaio Ferreira Chairman April/18 April/20
Celio de Melo Almada Neto Member April/18 April/20
Jonatas Giovinazzo Garcia Member April/18 April/20
Hagen Schoff Member April/18 April/20

Board of Executive Officers

Bombril’s executive officers are the Company’s legal representatives. Their main responsibilities are the management of the company’s routine operations and implementing the general policies and guidelines established by the Board of Directors. According to Brazilian Corporation Law, all members of the Board of Executive Officers must be a resident of Brazil and may or may not be a shareholder in the company. A maximum of one-third of the members of Bombril’s Board of Directors may be elected to positions on the Board of Executive Officers.

The executive officers are elected by the Board of Directors for a term of one year, with reelection permissible, and they may be removed from office by the Board of Directors at any time. The Company’s Bylaws, which shall take effect on the publication date of the Commencement Announcement, establishes that the Board of Executive Officers must be composed of a minimum of 2 (two) and a maximum of 12 (twelve) members, including one Chief Executive Officer, one Chief Financial Officer, one Exploration and Production Officer. The position and delegations of the remaining officers will be specified by the Board of Directors when they are elected.

Executive Officers Title Date of election End of termof office
Ricardo dos Santos Oliveira Chief Executive January/18 January/19
Wagner Brilhante de Albuquerque Chief Financial and Investor Relations Officer March/17 March/18

Fiscal Council

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 Bombril’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.

Bombril by-laws 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.

Members of the Fiscal Council Title Date of election End of term of office
Marcelo Adilson Tavarone Torresi Effective Member April/18 April/19
Renata Nunes Guimarães Hubenet Effective Member April/18 April/19
Erica Rodrigues Prado Effective Member April/18 April/19
Carlos Augusto Reis de Athayde Fernandes Alternate Member April/18 April/19
João da Silva Barreto Alternate Member April/18 April/19
José Donizetti de Sousa Alternate Member April/18 April/19