Businesses Increase Number of Independent Board Members

João Pinheiro Nogueira Batista, age 60, is an economist with executive-level experience in the financial and industrial sectors

As part of yet another initiative for Odebrecht to expand Corporate Governance practices adopted by the most respected companies, Odebrecht Engineering & Construction recently instated its first independent board member. João Pinheiro Nogueira Batista, age 60, is an economist with executive-level experience in the financial and industrial sectors.

With a degree in Economy from the Pontifical Catholic University of Rio de Janeiro (PUC-Rio) and graduate degree in Economic Engineering from Gama Filho University, also in Rio de Janeiro, Batista is a member of the Board of Directors at the Swiss Re Corporate Solutions Brasil Seguros S.A., a company where he served as CEO until May. He is also a member of the Board of Directors for Canopus Holding S.A., Cerradinho Bioenergia S.A., and Springs Global Participações S.A.

Over recent years, the economist headed Suzano Petroquímica and the Mergers and Acquisitions Committee (CAF), and was Vice President of Suzano Holding, as well as CFO at Petrobras and Director of Dresdner Bank Brasil. He also occupied the Presidency of the Brazilian Investor Relations Institute (IBRI) and Vice Presidency of the Brazilian Corporate Governance Institute (IBGC) Board.

At Braskem

On June 27, the largest petrochemical company in the Americas also approved the election of three new independent members to join the company’s Board of Directors. They are: Gesner Oliveira, economist, partner at GO Consultores and former president of Brazil’s Administrative Council for Economic Defense (CADE) and SABESP; Marcelo Lyrio, former president of the bank ING and former partner at Signatura Lazard in Brazil, and Pedro Marcílio, attorney, former director of the Brazilian Securities and Exchange Commission (CVM), and partner at BR Partners.

The professionals will replace Álvaro Fernandes da Cunha Filho, Antonio Britto Filho and Alfredo Lisboa Ribeiro Tellechea, respectively, who have stepped down as Board members to pursue personal projects. The new members will complete the rest of the current term, serving until December 2017. With these elections, the Braskem Board of Directors will have seven independent members out of a total of 11.

At least 20%

The new Odebrecht Governance model establishes that each company’s Board of Directors include at least 20% independent board members (and no fewer than two members on each Board). These board members should be professionals that, with their experience and good judgment, contribute toward the company’s development and transparent operations. In 2015, there were six members in the entire Odebrecht Group. Now, there are 14. The goal is to close 2017 with 23 positions.