The Shareholders’ Meeting, called and held in accordance with the Law 6,404/1976 (Brazilian Corporate Law) and the Company‘s Bylaws, has the power to decide on all matters relating to the Company’s purpose and pass resolutions it deems appropriate to safeguard its interests and development.
The Shareholders’ Meeting is ordinarily held within four months from the end of each fiscal year and extraordinarily whenever the company’s interests require. All the relevant norms and legal provisions should be complied with while calling and holding said meeting.
COPASA’s Board of Directors is a collective decision-making body and is responsible for approving the Company’s policies and general business guidelines, including its long-term strategies. The Board of Directors is composed of a minimum of seven and a maximum of eleven members, of whom one is the Chairman and another is the Vice-Chairman of COPASA’s board, all elected by the Shareholders’ Meeting and dismissable by it at any time.
COPASA’s Board of Directors meets ordinarily once a month and, extraordinarily, whenever necessary, preferably at the Company’s headquarters, and meetings may occur by remote means, in the form of its Bylaws. The meetings shall only be installed with the presence of the majority of its members in office, and any resolution shall be taken by a favorable vote of the majority of the members present, observing the cases of temporary absences and vacancies, under the terms of COPASA’s Bylaws, and the Chairman of the Board of Directors shall have the casting vote.
The current composition of the Board of Directors, whose term of office will end on the date of the Annual Shareholders’ Meeting (ASM) of 2026, is detailed below:
Hamilton Amadeo
Chairman – Independent Board Member
Date of Election: 26 April 2024
Bachelor’s degree in Civil Engineering from Escola de Engenharia de Lins – São Paulo.
Professional experience: CEO of Grupo MARQUISE since June 2023. VIRTU GNL S.A. – Member of the Advisory Council since June 2023 and CEO and co-founder of a holding company specialized in liquified natural gas (LNG) from April 2022 to May 2023. CEO at AEGEA Saneamento S.A. from July 2010 to April 2020, and Chair of the Board of Directors from July 2012 to February 2018. CEO at CIBE Participações S.A. from January 2006 to June 2010. Engineering Officer at Rodovias das Colinas S.A. from March 2004 to December 2005. Management Officer at ECOVIAS dos Imigrantes S.A. from May 1998 to December 2003. Budget and Proposals Officer at C.R. ALMEIDA S.A. Engenharia e Construções.
Carlos Alexandre Jorge da Costa
Independent Board member
Date of Election: 26 April 2024
Graduated in Economics from UERJ and a master’s degree in Economics from UCLA.
Professional Experience: Partner and Senior Advisor at CVPar Investimentos (09/2023 – present). Partner and Manager of Carlos da Costa Consultores (07/2023 – present). Head of the Brazilian Economic Representation Abroad – Government of Brazil, Washington (02/2022 – 01/2023). Special Secretary of Productivity and Competitiveness at the Ministry of Economy (01/2019 – 01/2022). Member of the Board of Directors of BRK Ambiental (2019 – 2022).
Guilherme Augusto Duarte de Faria
Board Member
Date of Election: 26 April 2024
Graduated in Public Administration from Fundação João Pinheiro, with an Executive MBA in Oil and Gas from AVM Faculdade Integrada, and a graduate degree in Public Management and Urban Legislation from Universidade Cândido Mendes.
Professional Experience: Specialist in Public Policy and Government Management, a career public servant of the Minas Gerais State, he managed the state-owned companies of Minas Gerais linked to the State Secretariat of Economic Development, and their subsidiaries. He held several management positions in the direct and indirect administration of the State Government, most recently as Assistant Secretary of State for Economic Development. He was a member of the Fiscal Councils of Renova Energia, Codemge, Copasa, Gasmig, and is currently a member of the Board of Directors of Santo Antônio Energia. He has experience in public service regulation, administrative, financial, and project management, and a background in economic development, especially in the energy, environment, and mining areas.
Gustavo de Oliveira Barbosa
Board Member
Date of Election: 26 April 2024
Graduated in Accounting from Centro de Ensino Unificado de Brasília – UNICEUB (DF). MBA in Executive Management in Pension Funds from ICAT/AUDF (DF).
Professional Experience: Strategic Advisor to the Deputy Governor of the Minas Gerais State (02/2024 – present). State Secretary of the Minas Gerais State Treasury (01/2019 to 02/2024). Fiscal Council Member of the Development Bank of the Minas Gerais State. Chair of CEMIG’s Fiscal Council.
José Alvim Pereira
Employee Representative Board Member
Date of Election: 26 April 2024
Graduated in Civil Engineering from Escola de Engenharia Kennedy and a graduate degree in Sanitary Engineering and Environment from UFMG.
Professional Experience: Held the following positions at COPASA MG: Works Supervisor in the East District/DTLE, Works Inspection Engineer in the East District/DTLE, Resident of the Royal Road District (Distrito da Estrada Real)/DTER, Manager of the Southeast Expansion Division, Manager of the Central East Division, Manager of the Lagoa Santa District, and Manager of the Contagem District.
Márcia Fragoso Soares
Board member
Date of Election: 26 April 2024
Graduated in Civil Engineering from Faculdades Reunidas Nuno Lisboa, with a specialization degree in Geotechnical Engineering from COPPE UFRJ, an MBA in Business Management from FGV/RJ, and a master’s degree in Transportation Engineering from COPPE UFRJ.
Professional Experience: Professional with more than 30 years of experience in geotechnical engineering and transportation infrastructure, who has worked as an Executive in mid- and large-sized companies, such as Arteris S.A. and Invepar S.A. She was Chief Operating Officer for Autopista Fernão Dias, owned by Grupo Arteris, being the Company’s main administrator. Additionally, she was a Consultant at Grupo Pátria Investimentos, with direct participation in the preparation of the group’s winning bid (Lot D – Midwestern São Paulo, Entrevias S.A.). Between 2019 and 2021, she was an alternate member of the Board of Directors of Vale S.A. Current member of the Fiscal Council of Localiza & Co. (2023 onwards).
Rodolfo Torres do Santos
Independent Board Member (Elected by Minority Shareholders)
Date of Election: 26 April 2024
Graduated in Economics.
Professional Experience: Served as a consultant for various institutions. He has been a career employee at BNDES since 2004, holding several executive positions such as Superintendent of Project Structuring, Superintendent of Sanitation and Transportation, and Superintendent of Social Infrastructure. In this role, he developed strong interactions with the private sector (financial and investors) and government bodies, such as MPF, STF, TCU, and CGU. Combining executive capacity with planning vision, he coordinated the Urban Mobility Sectorial Panorama estimating investment needs in the sector. He held the position of Director of Security at FAPES/BNDES between 2019 and July 2022.
Internal Regiment of COPASA’s Board of Directors (approved by the Board of Directors on 24 March 2022)
Click here to view the Internal Regiment
The Board of Executive Officers is responsible for the administration of the Company’s corporate affairs and, in the exercise of this function, must comply with and enforce the laws, the Bylaws, the resolutions of the Shareholders’ Meetings and of the Board of Directors, its Internal Regiment and good practices of corporate governance, for the benefit of the Company and of the public interest that justified its creation.
The Executive Board shall be comprised of at least three and at most five members, being a Chief Executive Officer and a Chief Financial and Investor Relations Officer, elected by the Board of Directors, who shall define its areas of operation and attributions.
COPASA’s Board of Executive Officers meets, ordinarily, once every week, and extraordinarily as often as business may require. The meetings are called by the Chief Executive Officer at least two days in advance. The meetings are convened only upon attendance by a majority of its members in office, and presided by the CEO. The resolutions are taken by a majority vote of attending Officers, and, in case of a draw, the CEO has the casting vote.
The current composition of the Board of Executive Officers, whose term of office will end on the date of the first meeting of the Board of Directors to be held after the Annual Shareholders’ Meeting (ASM) of 2025, is detailed below:
Guilherme Augusto Duarte de Faria
Chief Executive Officer (CEO)
Date of Election: 25 May 2023
Graduated in Public Administration from Fundação João Pinheiro, with an Executive MBA in Oil and Gas from AVM Faculdade Integrada, and a graduate degree in Public Management and Urban Legislation from Universidade Cândido Mendes.
Professional Experience: Specialist in Public Policy and Government Management, a career public servant of the Minas Gerais State, he managed the state-owned companies of Minas Gerais linked to the State Secretariat of Economic Development, and their subsidiaries. He held several management positions in the direct and indirect administration of the State Government, most recently as Assistant Secretary of State for Economic Development. He was a member of the Fiscal Councils of Renova Energia, Codemge, Copasa, Gasmig, and is currently a member of the Board of Directors of Santo Antônio Energia. He has experience in public service regulation, administrative, financial, and project management, and a background in economic development, especially in the energy, environment, and mining areas.
Carlos Augusto Botrel Berto
Chief Financial and Investor Relations Officer
Date of Election: 25 May 2023
Graduated in Economics from PUC Minas and Executive MBA from Fundação Dom Cabral (FDC).
Professional Experience: Executive with over 28 years of experience in leading Multinational Companies in the audit, mining and service sectors. He was President and CEO of BrasAgro; Chief Financial Officer of Jaguar Mining Inc., and Chief Financial Officer of Imerys do Brasil. He also served as Controller at Imerys Ceramics, in the USA.
Cleyson Jacomini de Sousa
Chief Customer Relationship and Regulation Officer
Date of Election: 25 May 2023
Graduated in Business Administration from PUC Minas. Executive MBA in Strategic Business Management from Federal University of Minas Gerais (UFMG). Postgraduated in Management Development from Fundação Getúlio Vargas – FGV. Postgraduated in Basic and Environmental Sanitation Engineering from Paulista University – UNIP.
Professional Experience: Professional with more than 30 years of experience in public service concessions for water and energy distribution in several regions of Brazil, having worked as an Executive in large companies, such as Cemig, Energisa and Aegea Saneamento.
Guilherme Frasson Neto
Chief Operating Officer
Date of Election: 25 May 2023
Graduated in Engineering from the Universidade Federal de Gerais (UFMG). Postgraduate in Business Management from the Universidade Federal de Lavras (UFLA) and in Management Development from Fundação Dom Cabral (FDC).
Professional Experience: More than 35 years of history in Copasa MG, working in several areas, mainly as a Corporate Development Superintendent and Controller. Head of the Operations Department South of Minas Gerais; Technical Coordinator of a PPP Project for sewage systems. Management Advisor at COPASS Saúde; Director of Operations, Director of Technology and Business Development and Environment, and Director of Operations and Projects at COPANOR (acting director).
Pablo Ferraço Andreão
Chief Technology and Business Development and Environment Officer
Date of Election: 29 November 2023
Graduated in Civil Engineering from the Universidade Federal do Espírito Santo, an MBA in Business Management, a Post-MBA in Business Intelligence from Fundação Getulio Vargas, and a Master’s degree in Business Management.
Professional Experience: Executive with over 25 years of experience in infrastructure and utility business, with experience in the private sector, public-private partnerships, and the public sector in various business models (state-owned companies, municipal entities, full or partial concessions, and administrative and sponsored PPPs). He acted as CEO of Saneatins-TO, CEO and Engineering and Environment Officer at Cesan-ES, and Vice President of Operations at BRK Ambiental-SP. He was also a Board of Directors member of Cesan-ES, Viasolo Ambiental-MG, BRK Goiás, BRK Recife, and Saneatins-TO.
Internal Regiment of COPASA’s Board of Executive Officers (approved by the Board of Directors on 30 June 2022)
Click here to view the Internal Regiment
The Fiscal Board shall function permanently and consists of three to five members, one of whom shall be its Chairman and another Vice-Chairman, and an equal number of alternates, all elected by the Shareholders’ Meeting.
The list of the Fiscal Board effectives and alternate members, whose term of office will end on the date of the Annual Shareholders Meeting (ASM) of 2026, is presented below:
Fiscal Board Members – Effective:
Fernando Dal-Ri Murcia
Chairman of the Fiscal Board
Date of Election: 26 April 2024
Bachelor’s degree in Business Management from Webber International University (Florida, USA), Accounting from the Vale do Itajaí University, and Law from Universidade Paulista. Master’s degree in Accounting from the Federal University of Santa Catarina. Ph.D. in Accounting and Controllership from FEA-USP.
Professional Experience: Current positions (position in May 2023): Tenured professor of the School of Economics, Business, and Accounting (FEA) of USP – SP campus. Visiting professor of the Largo São Francisco Law School of USP. Member of the Brazilian Sustainability Pronouncements Committee (CBPS). Consultant, Expert Witness, and Advisor in the field of corporate accounting, business valuation, governance, and sustainability. Member of the Audit Committee of Banco de Brasília (BRB). Member of the Audit Committee of Grupo Pão de Açúcar (GPA). Member of the Audit Committee of Locaweb S.A. Member of the Audit Committee of Tegma S.A. Member of the Fiscal Council of Terra Santa S.A. Alternate Member of the Fiscal Council of Anima Educação S.A. Member of the Thematic Committee on M&A and Corporate Restructuring of the Brazilian Chamber of Business Mediation and Arbitration (CAMARB). Member of the Accounting Studies Group of the Accounting Pronouncements Committee (CPC) in accounting-tax matters in partnership with the Accounting Studies Working Group of the Brazilian Federal Revenue Service (RFB), as well as the Study Group on Concessions (OCPC 05). Member of the Finances and Accounting Committee of the Brazilian Institute of Corporate Governance (IBGC). Previous positions: Chair of the Audit Committee of FUNCEF. Member of the Audit Committee and Fiscal Committee of Via Varejo S.A. Chair of the Fiscal Council of Grupo Pão de Açúcar. Member of the Fiscal Council of Renova Energia S.A. Member of the Fiscal Council of Financeira Itaú-CBD (FIC). Member of the Fiscal Council of Folha Participações. Member of the Fiscal Council of EPTV S.A. and FUSP. Director of Projects and Research of the Foundation Institute for Accounting, Actuarial, and Financial Research (FIPECAFI). Alternate Member of the Fiscal Council of Usiminas. Alternate Member of the Fiscal Council of Gerdau S.A. Alternate Member of the Fiscal Council of Marfrig S.A. Latin America Representative in the Researchers Program of Deloitte IAAER. Tenured professor of the Federal University of Santa Catarina (UFSC). Translator and Technical Revisor of International Financial Reporting Standards (IFRS) from FIPECAFI, for the Accounting Pronouncements Committee. Accounting Analyst of the Transparency Award of ANEFAC-FIPECAFI-SERASA. Budget Analyst of Bridgestone Firestone do Brasil. Master’s Degree Scholar from the Coordination for the Improvement of Higher Education Personnel (CAPES) and Doctoral Degree Scholar from the National Council for Scientific and Technological Development (CNPQ).
Felipe Magno Parreiras de Sousa
Date of Election: 19 July 2024
Rafael Caminha Marchesini
Elected by Minority Shareholders
Date of Election: 26 April 2024
Graduated in Economics.
Professional Experience: BNDES (08/2002 – present). He has been working at BNDES as an Advisor to different Executive Officers since October 2019. From October 2019 to December 2022, he worked as an advisor to two executive officers responsible for direct loan operations to companies and industrial projects and various infrastructure sectors. Since January 2023, he has been acting as advisor to the Executive Board of the capital markets and sustainable finance at BNDES.
Reges Moisés dos Santos
Date of Election: 19 July 2024
Graduated in Law from Universidade do Estado do Rio de Janeiro and a graduate degree in Social Security Law from Universidade Gama Filho / Instituto Brasileiro de Pesquisa e Capacitação.
Professional Experience: Chief of Staff of SEF/MG since April 2021; Special Advisor of SEF/MG, from October 2019 to April 2021; Corporate Governance Manager of Rioprevidência, from January 2019 to August 2019; CEO of Rioprevidência, from July 2016 to December 2018; Director of Security of Rioprevidência, from February 2015 to July 2016.
Fiscal Board Members – Alternate:
Alexandre Magno de Moura
Date of Election: 26 April 2024
Graduated in Law.
Professional Experience: Partner, owner, and manager of Mary Sports Ltda – ME. President of the Trade Union of Vale do Sapucaí.
Cláudio Politi
Date of Election: 19 July 2024
Juliano Fisicaro Borges
Date of Election: 19 July 2024
Graduated in Economics from PUC Minas, a graduate degree in Budget and Public Finance from the Fundação João Pinheiro and a Master’s degree in Public Administration from the Fundação João Pinheiro.
Professional Experience: he served as an Economic Technical Advisor and Chief Planning and Coordination Advisor at the State Government’s SEPLAN between 2000 and 2002, and as a Central Superintendent of General Coordination at the State Government’s SEPLAG between 2003 and 2004. From 2005 and 2007, he served as Central Superintendent of Management Audit at the State Audit Office of Minas Gerais. Between 2007 and 2014, he was a Deputy Secretary of State for Social Development, serving as Deputy Controller General of the State of Minas Gerais in 2011. He also worked as a Chief of Staff in the Governor’s Office of the State of Minas Gerais in 2019, and from 2020 to 2022, he served as Chief of Staff of the State Government. He was Secretary of State for the State of Minas Gerais (2020 to 2022) and Deputy Secretary of State for Government (2023). He currently works in the Special Advisory Office of the Vice-Governor in the Secretary-General.
Juliano also worked as a professor at various higher education institutions like the Fundação João Pinheiro, UNA, UEMG, PUC Minas e FUPAC
Internal Regiment of COPASA’s Fiscal Board (approved by the Fiscal Board on 30 August 2023)
Click here to view the Internal Regiment
Committee of advisory functions directly connected to the Board of Directors, and elected by that Board. Composed at least 3 (three) and at most 5 (five) members, the majority must be independente, and at least one councilor shall be independent member of the Board of Directors.
The terms shall be of three years and the end shall not be at the same year, and one reelection is allowed. The term of office of the member of COAUDI that is part of the Board of Directors shall be limited to its term of office in that Board. Meetings should take place when necessary, at least bimonthly.
The current composition of the Statutory Audit Committee is presented below.
Rodolfo Torres dos Santos
Committee Coordinator
Date of Election: 06 May 2024
Graduated in Economics.
Professional Experience: Served as a consultant for various institutions. He has been a career employee at BNDES since 2004, holding several executive positions such as Superintendent of Project Structuring, Superintendent of Sanitation and Transportation, and Superintendent of Social Infrastructure. In this role, he developed strong interactions with the private sector (financial and investors) and government bodies, such as MPF, STF, TCU, and CGU. Combining executive capacity with planning vision, he coordinated the Urban Mobility Sectorial Panorama estimating investment needs in the sector. He held the position of Director of Security at FAPES/BNDES between 2019 and July 2022.
Brenda Felicia
Committee Member
Date of Election: 28 July 2022
Accountant. Master Studies in Law (MsL) in Anti-Corruption Global Corporate Compliance – IE Law School (Madri/Spain) and International Anti-Corruption Academy Summer Program (Laxenburg, Austria). Certified by Society of Corporate Compliance and Ethics – CEEP-I (Certified Compliance & Ethics).
Professional Experience: Compliance Latam, in a Mining Company. Professional with experience in External Audit, Internal Controls (including Sarbanes-Oxley), Anti-Corruption Compliance and Forensic Investigation. 16 years of experience with EY (including 18 months at EY United States), with 7 years dedicated to Compliance/Integrity and Forensic Investigation (FCPA, UK Bribery Act and Brazilian anticorruption legislation) – working with global and local law firms providing forensic services and conducting projects related to: anti-corruption and anti-bribery compliance risk assessment, forensic investigation, design/review compliance policies and procedures, design and perform third party due diligence procedures, and conduct anti-bribery and anti-corruption due diligence.
Roberto Tommasetti
Committee Member
Date of Election: 26 June 2024
Internal Regiment of COPASA’s Statutory Audit Committee Board (approved by the Board of Directors on April 24, 2024)
Click here to view the Internal Regiment