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Board of Directors and Fiscal Council

The management of Óleo e Gás Participações S.A. (OGPar) is comprised of the best professionals in the market. They are people who are passionate about what they do, and have a commitment to growth and innovation. We invest in talent and value experience.

Board of Directors

The Board of Directors of OGX Petróleo e Gás Participações S.A. is a collegial deliberative body that, according to the Bylaw of the Company, shall be composed of at least 5 (five) and maximum 13 (thirteen) members, all of them under unified mandate of one year. Currently, the Administrative Board of the Company consists of 5 (five) members, being 1 (one) of them independent, as determined by New Market Regulation.

Among other functions is the responsibility of the Board of Directors:

  • Establish objectives, policies and overall direction of the Company businesses;
  • To appoint and remove the Company directors, assigning them powers;
  • Oversee the Directors management;
  • Pronounce itself in advance about the Management Report, Board accounts and financial statements for the year;
  • Pronounce itself in regard to any takeover bid of shares intended to the shares issued by the Company, through concept previously based, released up to 15 (fifteen) days after publication of the edict of the takeover bid of shares.
  • As stated in the Corporate Governance Policy of the Company, the Board must also ensure that the transactions involving related parties.

OGX Petróleo e Gás Participações S.A. also counts, in its corporate governance structure, with an Audit Committee, composed of 03 highly qualified members, which aims to assist the Board of Directors in carrying out their monitoring activities related to accounting practices in preparation of financial statements of the Company and its subsidiaries, and also the indication of the independent audit and evaluation. The Committee is subordinate to the Board of Directors of the Company acting independently with respect to the Board.

OGX Petróleo e Gás Participações S.A. recognizes the value of the good practices of corporate governance and strives constantly to improve them, working actively in the conduct of meetings with investors, holding talks with stakeholders, encouraging the participation of its shareholders at General Meetings and implementing in its undertakings the most advanced sustainable development techniques.

According to the New Market Regulation, members of the Board of Directors must sign, prior to their Term of Office, a Term Acceptance of the New Market Regulation and the rules of the Chamber of Arbitration of BM&FBOVESPA.

Board of Directors Position
Pedro de Moraes Borba Member of the Board of Directors

Graduated with a degree in Law from the Pontifícia Universidade Católica do Estado do Rio de Janeiro and post graduated in Business Law from the Fundação Getúlio Vargas (RJ). Holds the position of Legal Officer of EBX Holding Ltda. He works at EBX for 13 years, working on several matters related to infrastructure, especially in logistics and mining. Also occupies the position of member of the Board of Directors of EBX Brasil S.A. and Centennial Asset Participações Açu S.A., both from EBX Group.

Julio Alfredo Klein Junior Independent Chairman of the Board of Directors

Graduated in Accounting Sciences from Faculdade Moraes Junior of Instituto Brasileiro de Contabilidade and Master in Management Accounting from Fundação Getúlio Vargas in 1988. His education at Petrobras includes the preparation course for internal auditors in 1984. He was a member of the Audit Committee of OSX Brasil S.A since its inception in 2010. Worked at Petrobras where he headed the Division of Cost Accounting and Standards and Internal Control Division. He served as a member of the Fiscal Council of Companhia Potiguar de Gás - POTIGAS (2003-2008), indicated by GASPETRO, and of Companhia de Gás da Bahia - BAHIAGAS (2002 - 2003). He was the liquidator of Indústria Carboquímica Catarinense - ICC, designated by GASPETRO (2002-2008). Chaired the Fiscal Council of Fundação Petrobras de Seguridade Social - PETROS, indicated by PETROBRAS (1994-1998). He was full Professor of Industrial Accounting at Faculdade Moraes Junior.

Jorge Rojas Carro Independent Member of the Board of Directors

Graduated with a degree in Law from the Universidade de São Paulo (USP) in 1995 and in Nautical Sciences from Escola de Formação de Oficiais da Marinha Mercante do Rio de Janeiro (EFOMM) in 1987. He also has the title of Master "sensu strictu " in International Law from USP (2002 ). He is a partner of the Jorge Rojas & Advogados Associados, since 2006, a law firm based in Porto Alegre, specializing in corporate law and in the securities market regulation, with an emphasis on advising the portfolios managers in the establishment of funds and management compliance of portfolios. He served from 2003 to 2006 as Compliance Officer of Globalvest Asset Management SA do Brasil S.A. portfolios manager of securities authorized by CVM , Brazilian affiliate of U.S. Globalvest Management Company US , " investment advisor ", registered in the Securities and Exchange Commission of the United States. From 1998 to 2003 , he served as Prosecutor of the Brazilian Securities Commission - CVM , accepted by public tender, being responsible for judicial and extrajudicial CVM’s representation, participation in inquiry committees and advisory to various Authority superintendents, in particular the Superintendency of Market Relations and Intermediaries and the Superintendency of International Relations.

Fiscal Council

According to the Corporation Law, the Fiscal Council is a corporate body independent of management and external auditors and that can function as permanent or non-permanent. The Company provides in its Bylaw the functioning of the Fiscal Council as non-permanent and can be installed at the request of shareholders, in accordance with the applicable law.

When installed, the Fiscal Council duties as set forth in the applicable regulation remain in operation until the first Ordinary General Shareholders Meeting after its installation. The main responsibilities of the Fiscal Council are to oversee the activities of management, review the company‘s financial statements and report its findings to shareholders. According to the Corporations Law, the Fiscal Council shall be composed of at least 3 (three) and no more than 5 (five) members and an equal number of alternates.