The Executive Board is composed of six members with a term of office of two years. They can be elected or dismissed by the Board of Directors. It counts on the support of five committees, the functions of which is to advise Upper Management on specific issues, such as corporate risks, control and disclosure of relevant information, management by processes and information technology.

 

COMPOSITION OF THE EXECUTIVE BOARD

Marcelino Rafart de Seras
Chief Executive Officer

Federico Botto
Executive Vice-President

Marcello Guidotti
Chief Financial Officer

Roberto Koiti Nakagome
Investor Relations Officer

Dario Rais Lopes
Business Development Officers

Luis Augusto de Camargo Ópice
Logistics Officer
 

Management by Process Committee

This Committee is part of the Manage by Process Center (NGP), whose mission is to align corporate initiatives and potentialize their results in a systematic manner and in compliance with the Company's structure. Thus, the Committee helps the NGP, offers advice in process and management initiatives and aligns them with strategic goals, recommends projects and improvements, and analyzes and submits proposals to the Decision-Making Board.

Executive Committee on Risk Management, Compliance and Internal Controls

Composed of the Chief Executive Officer, the Executive Vice-President, the Risk Officer and two other EcoRodovias' officers, this Committee reports to the Audit Committee; its mission is to link Risk Management to day-to-day decision processes, approve procedures, identify, analyze and monitor risks, and propose new risk solution strategies.

With the integration of Compliance functions in 2010, its scope was expanded and it became the Executive Committee on Risk Management, Compliance and Internal Controls. In operational terms, there was a significant evolution in processes whose risks had been assessed, as well as in the number of managers committed to the culture of this management.

Technology and Information Security Committee

The Technology and Information Security Committee is responsible for analyzing and proposing policies and guidelines, and implementing, enforcing, and managing the Company's information security, systems and technology rules with the purpose of strengthening a culture driven to the safe, effective and efficient use of automated processes, systems and TI by the employees located at the holding company and at the business units; additionally, it also analyzes and proposes solutions, and enables the discussion of issues related to the area.

Committee on Control and Disclosure of Relevant Information

It accounts for the adoption of the practices provided for in the Manual issued by the Brazilian Association of Publicly-Held Companies (Abrasca) related to controls and disclosure of relevant information, as well as the use of the corresponding Quality Seal. This Committee is also responsible for mapping the dissemination of confidential information, by controlling the names of the employees, departments and entities that access and classify said information. The group is also in charge of training the managers and employees, checking the policy adopted, and creating barriers that may avoid the dissemination of classified matters.

Sustainability Committee

The Sustainability Committee comprises six members and one coordinator. The group meets every two months, and its proposals are submitted to the analysis by the Executive Board. Its principal responsibilities are: to facilitate the process of change to a long term management concept, guided by social and corporate responsibility indicators that contribute for EcoRodovias' economic, social and environmental performance; to disseminate socially responsible corporate-wide management; to interface with the various stakeholders within the Organization; to facilitate the process of application of the GRI model indicators inside the Organization; and to propose social and environmental responsibility programs and projects.


CORPORATE POLICIES

Quality policy, objectives and Indicators

EcoRodovias adopts a quality policy in order to ensure responsibility and guarantee corporate security with qualified growth of current and future business. This policy complies with the agreements and goals established, provides for planning and follow-up management, and exercises good human resources, social responsibility and environmental management practices.

In order to do so, it uses five indicators as a reference: data collection, information sources, collection frequency, processing and response. These indicators are established through corporate planning, budget, definition of the persons in charge of approvals, and monitoring reports.

Financial policy

In 2009, the Board of Directors prepared the Financial Master Plan, which was approved in 2010 with the purpose of sustaining the business strategy, establishing behavior standards for management, and directing the Company's strategy and positioning in all financial aspects. The plan divides financial activities by segment in accordance with the following guidelines: the Guidelines for Financial Assessment of Investments; the Guidelines for Financing Decisions; and the Guidelines for Working Capital Management.  

Social and environmental responsibility policy

This policy classifies, standardizes and directs the Group's social responsibility actions by means of pre-defined concepts and practices. It is also intended to ensure that the programs and projects developed will promote the social and cultural growth of neighboring communities, users and employees.

Disclosure policy

Our disclosure policy is aimed at providing investors, market analysts, the financial press and other stakeholders with the highest possible standards of transparency and reliability, by means of properly aligning the Company's internal policy with sound conduct practices in terms of the usage of information, and disclosure of relevant actions or facts.  

Dividend distribution policy

For EcoRodovias, this policy is part of the Company's commitment to good corporate governance practices, safeguarding the interests of all the shareholders. Therefore, the Company's dividend policy is to distribute annually an amount equal to at least 50% of its adjusted net profit, calculated in accordance with Article 189 of Brazilian Corporation Law (6404/76), whether in the form of dividends or interest on shareholders' equity.