GRI 4.1, 4.2, 4.3 and 4.7

The Board of Directors establishes guidelines, defines the direction of business, prepares plans and sets goals, inspects management, and supervises the performance of the Company; it may also elect or dismiss members of the Executive Board and independent auditors. In 2010, the Board included seven permanent directors, one independent member and two alternates. Its members have a unified two-year term of office, reelection being permitted. The Board of Directors, the Executive Board and the controlling shareholders maintain a sound and transparent relationship. Operating in co-related areas, our controlling shareholders make their international experience available to the Company in order to improve the management of business.

Moreover, the Board of Directors follows the Self-Assessment Model in order to improve management efficiency; the reviews take place confidentially and are subsequently directed to the Coordinator of the Governance Committee, which is responsible for the plotting and analyzing the data. The results are presented and discussed by the directors, who define a plan of action to solve any deficiencies.

GRI 4.2 and 4.3

COMMITTEES

The members of the Committees of the Board of Directors monitor issues, analyze questions, organize discussions, and present suggestions and recommendations that support strategic decisions and analyses. The group meets on a regular basis to evaluate all possibilities for the relevant issues, verify the adhesion to strategic goals and align proposals that are subsequently submitted to the Company's ultimate body.

Audit Committee

As the principal advisor to the Board of Directors, the Audit Committee ensures the conduction of the Company's business in accordance with governance procedures, complying with applicable laws, ethical principles, and internal controls against failures, damage and losses. The Committee also monitors the activities of independent auditors and the preparation of the financial statements.

Evaluation and Remuneration Committee

The Evaluation and Remuneration Committee ensures analysis of the managers' remuneration mix, individual performance goals and monitoring of talented executives. It also prepares the remuneration and management succession report on a yearly basis, focusing on remuneration policies and succession planning.

Ethics Committee

GRI 4.4 and 4.6

The purpose of the Ethics Committee is to assess the current situation and applicability of the Code of Business Conduct, promote updates, and prepare and submit reports to the Board of Directors. It also has its own channel on EcoRodovias' website to receive reports and comments from the stakeholders:
http://www.ecorodovias.com.br/Codigo-de-Conduta/Comite-de-Etica

Corporate Sustainability Committee

The Corporate Sustainability Committee advises the Board of Directors and the Executive Board on social and environmental projects. The group meets four times per year, with the presence of all members, following the agendas prepared by the Sustainability Advisory area. In 2010, the Committee decided on the allocation of funds from tax incentive laws regarding projects such as Ecoviver, De Bem com a Via etc. It also accounted guided the activities of the Sustainability Committees in all business units.

Governance Committee

This Committee is primarily governed by the Corporate Governance Guidelines, the Internal Regulations of the Board of Directors, the Audit Committee, the Evaluation and Remuneration Committee and the Board of Directors' Self-Assessment Guide. It proposes adjustments, updates and improvements for the good functioning of the corporate governance model adopted, coordinates the regular self-evaluation of the Board of Directors, and supports the Evaluation and Remuneration Committee in the selection and integration of new directors.