Councils, Committees and Board

board of directors

The Bylaws of Companhia de Gás de São Paulo - COMGÁS ("Company") provide that the Board of Directors shall consist of seven (07) to thirteen (13) members, elected and dismissed by General Meeting, whose mandate will be 2 (two) years, being allowed re-election for equal periods, with 01 (one) Chairman and one (01) Vice-Chairman, elected by the members of the Board, by majority vote at the first meeting after their inauguration or whenever there is resignation or vacancy in office, re-election being allowed for subsequent periods. Members of the Board of Directors may not be absent from the performance of their duties over thirty (30) consecutive days, under penalty of removal from office, except for leave granted by the Board of Directors. The Board of Directors is responsible, among other tasks, without prejudice to any other duties as may be conferred by law or by the Bylaws, for setting the general direction of the Company. According to the Law of Corporations, the Board of Directors is also responsible for hiring independent auditors. The table below lists the current members of the Board of Directors. 

Name POSITION ELECTION DATE END OF TERM
Rubens Ometto Silveira Mello Chairman of the Board 04/25/2018 2020 OGA

Chairman of the Board of Directors of Cosan S.A. since 2000 and Cosan Ltd. since 2015. He graduated in Engineering Production Mechanics at the Polytechnic School of the University of São Paulo (1972). With over 30 years of experience in managing large companies, working in administrative and financial areas, Mello is also Managing Director and Chairman of the Board of Directors of Costa Pinto SA since 1980, Vice President of Pedro Ometto SA - Administration and Participations since 1980 and Director of Cosan Operadora Portuaria SA since 1998, Chairman of the Board of Director of FBA - Franco Brazilian sugar and alcohol since 2001 and Chief Executive Officer and Director of Da Barra since 2002. He also acts as Advisor in UNICA - Sugarcane Industry Union of the State of São Paulo. Before joining the Cosan Group, which operates in the energy and logistics markets and is part of the control block of Comgás, served from 1971 to 1973 as Advisor of UNIBANCO - União de Bancos Brasileiros SA and from 1973 to 1980 as Chief Financial Officer at Industrias Votorantim SA. Rubens Ometto held the following management positions in publicly listed companies: chairman of the Board of Directors of Cosan SA; CEO of Cosan Limited; President of the First Board of Directors of TAM S.A; Chief Financial Officer of Votorantim S.A.

Marcos Marinho Lutz Vice-Chairman 04/25/2018 2020 OGA

Member of the Board of Cosan S.A. since 2009, a company that integrates the controlling block of Comgás, currently holds the position of CEO of Cosan Limited. Master in Business Administration from the Kellogg Graduate School of Management, Northwestern University, and graduated in Naval Engineering from the Polytechnic School. Before joining Cosan, he served as Infrastructure Executive and Energy Director at CSN, in the steel segment, for four years and was a member of the board of logistics company MRS Logística and CFN Railways and energy company Energy Ita. Before that, he was director of Ultracargo SA, the Ultra Group's logistics subsidiary.

Marcelo Eduardo Martins Board Member 04/25/2018 2020 OGA

CFO and IRO in Cosan Ltd, and member of the Board of Directors of Cosan S.A. since 2009, a company that integrates the Comgás' control block. Holds a business administration Bachelor by Getulio Vargas Foundation, specializing in finance. He joined the Cosan group in July 2007 as executive at Aguassanta Participações SA. Was CFO and Development at Votorantim Cimentos, in the cement segment, between July 2003 and July 2007. Before that, he commanded the Fixed Income department Latino American financial institution Salomon Smith Barney in New York, USA.

Luis Henrique Cals de Beauclair Guimarães Board Member 04/25/2018 2020 OGA

Degree in Statistics and an MBA in Marketing. Over the past five years, he worked as Director of Marketing Lubricants Americas Shell, from January / 2008 to March / 2011 in Houston / USA. Between 2011 and 2012, he served as Executive Vice President Commercial Fuels Raizen (company of the Comgás economic group). Between 2012 and 2015 he held the position of Chief Executive Officer and Investor Relations Comgás and since April 1, 2016, holds the position of CEO of Raizen S / A.

Nelson Roseira Gomes Neto Board Member 04/25/2018 2020 OGA

Currently CEO at Comgás, he served until April 2016 as CEO of Cosan S / A. Holds a degree in Engineering (1992), Master in Corporate Finance (1998) and Master of Business Administration (2001). He joined Exxon Mobil Corporation in 1991 as trainee and, throughout his career, he served in increasing management responsibility in various business lines positions, such as Fuels Marketing, Convenience Retail, Natural Gas and lubricants business. Between May 2004 and December 2005 he became the Navy Division Manager for Latin America. In January 2006, he was transferred to United States of America to work in the Global Business Development area in Aviation segment for ExxonMobil L & S Company in Fairfax, Virginia. In this work, he developed and implemented global business plans, monitored the Aviation Industry and trends of competitors. In February 2008, he returned to Brazil and was appointed Director of Lubricants for Brazil Esso Brasileira de Petróleo Limitada and, in December 2008, he became Vice President, Lubricants. In this position, he was responsible for the lubricants business in general in Brazil, managing about 800KB / year sales and $ 500 million. After the purchase of assets in Exxon Mobil Cosan in 2008, he became president of Cosan Lubricants, a position he held until 2014, when it became part of the executive board of Cosan S.A.

Burkhard Otto Cordes Board Member 04/25/2018 2020 OGA

Mr. Cordes has a degree in business administration from the Armando Álvares Penteado Foundation (1997) and an MBA in finance from the Brazilian Institute for Capital Markets - IBMEC in São Paulo (2001). Mr. Cordes has seven years of financial market experience, having worked at Banco BBM SA, a Mariani Group company, in the commercial area with focus on the middle market and corporate segments. He currently holds the position of Financial Manager. Previously, he worked in the financial area of IBM Brazil.

Marcelo de Souza Scarcela Portela Board Member 04/25/2018 2020 OGA

Mr. Portela is a Legal officer of Cosan and holds a law degree (1983) and a Master's in Commercial Law (1988) from University of São Paulo's Law College and a post-graduate specialization from McGill University Law School in Montreal, Canada (1990).  He has also advised the Company in corporate, litigation, contracts and advisory issues, in addition to commercial and civil law in general.

Silvio Renato Del Boni Board Member 04/25/2018 2020 OGA

Technologist in construction by FATEC São Paulo - UNESP and civil engineer graduated from the University of Guarulhos, has also an MBA in business management and project management. He currently occupies the position of commercial manager of High Income Househoulds Segment in the Company, having held the position of regional commercial manager since 2010.

FIscal Council

According to the Law of Corporations, the Fiscal Council is an independent body from the Company and the Company's external auditors. The duties of the Fiscal Council are set out in law and its rules, applicable to the activities to be developed by it, are established by General Meeting. The main responsibility of the Fiscal Council is to review management's activities and the financial statements, reporting its findings to shareholders.

NAme

POSITION

ELECTION DATE END OF TERM
Marcelo Curti Member 04/25/2018 2019 OGA

Marcelo Curti is an Economist graduated from Fundação Armando Álvares Penteado - São Paulo (FAAP) in 1985 and post-graduated in business administration from Fundação Álvares Penteado School of Commerce (FECAP) in 1986. Is a managing partner of Rio Branco Consultores Associados Ltda. He worked in the Safra Group from 1981 to 2008, when he held the position of Statutory Officer. Member of the Fiscal Council of Hypermarcas S.A.

Carla Alessandra Trematore Member 04/25/2018 2019 OGA

Carla Alessandra Termatore holds a bachelor's degree in Computer Science from Universidade Estadual Paulista - UNESP.  Had worked at Arthur Andersen, Deloitte and Ernst & Young from 1996 to 2010, and was internal audit manager at Confab, a Brazilian publicly-held company controlled by the Italian-Argentine group Techint / Tenaris. She was a partner at Hirashima & Associados, where she led accounting and financial consulting services in corporate reorganizations and served as a consultant to the Foundation for Accounting, Actuarial and Financial Research - FIPECAFI. Was an alternate member of the Fiscal Council of Embraer between 2007 and 2015 and controller in a group of companies of generation and commercialization of electric energy (Bolognesi Energia SA) from 2014 to 2016. She is currently administrative and financial manager of CELSE - Centrais Elétricas de Sergipe SA, and partner of Laplane Consultoria Econômica. Her experiences includes: auditing the financial statements of companies in various segments (industrial and services), in accordance with Brazilian and international accounting practices (US GAAP and IFRS); audit of internal controls in line with the Sarbanes-Oxley Act; management of processes of acquisition, merger and incorporation of companies (due diligences) with financial-accounting focus; advice on corporate restructuring processes; advice on IPOs (IPOs abroad and in Brazil); management and monitoring of risks through the planning, execution and monitoring of corporate programs of internal audit with focus on risks; assessment and diagnosis of corporate fraud; and controller.

Luiz Carlos Nannini Member 04/25/2018 2019 OGA

Degree in accounting, with several specialization courses in Brazil and abroad, including leadership course at Harvard. The executive is co-author of the International Accounting Standards Manual, written in conjunction with the FIDECAF and supervised by the Securities Commission - CVM, published in 2009, with subsequent reissues. It has over 30 years of solid experience in conducting independent audit. He worked for 32 years for E & Y, independent auditing firm, with 19 years as a partner responsible for financial work for large enterprise groups, industry, services and retail.

Thiago Costa Jacinto Member 04/25/2018 2019 OGA

Entrepreneur, Fiscal Council member of Unicasa Ind de Móveis S / A, from April 2015 to today. Member of the Board of Directors of TCJ Investimentos Ltda., from October 2010 until today. Analyst and Manager of Variable Income Fund of Alaska Investimentos Ltda., from September 2015 until today. Manager of Variable Income Fund of TCJ Capital Fundo de Investimentos, from April 2009 to September 2015. Trader Junior - Ashmore Brasil Gestora de Recursos Ltda., from December 2007 to March 2009.

José Mauricio D’isep Costa Member 04/25/2018 2019 OGA

José Maurício holds a bachelor's degree in Accounting from the University of Vila Velha - Espírito Santo and an MBA in Controllership from Fundação Getúlio Vargas - FGV RJ / CEAG. Vice President of Finance of Vicunha Têxtil S.A. since January 2010, member of the Fiscal Council of Cia Fiação Santo Antonio since April 2011, was also a member of the Board of Directors of Coelho da Fonseca Empreendimentos Imobiliários from January 2010 until January 2017.

Henrique Aché Pillar Alternate Member 04/25/2018 2019 OGA
Mr. Henrique Aché is an engineer from the Military Engineering Institute (IME) graduated in 1976, with a Master's degree in Transportation also from the IME in 1983 and a specialization completed by INSEAD (European Institute of Business Administration) in 2001. He has been in the logistics field for 35 years: Transport Manager of the Brazilian Mining Reunião SA (1986-1996); Director of Planning and Finance of MRS Logística S.A. (1997-2010) and Partners of CWH Consultoria Empresarial (2012-2013). He is currently a general consultant in logistics and infrastructure since 2012.
Vanessa Claro Lopes Alternate Member 04/25/2018 2019 OGA
Vanessa Claro Lopes holds a degree in systems analysis from FATEC / BS (1995) and accounting sciences from Universidade Federal Fluminense (2013), specializing in computer networks at Universidade São Judas Tadeu (1998) and business management at FGV (2004). With 20 years of professional experience, she is currently Chairman of the Fiscal Council of Via Varejo S/A and the Audit Committee of Tegma S/A. She held the position of Director of Corporate Internal Audit of the TAM S/A Group between 2010 and 2014. Previously, she was responsible for the Internal Audit Department of Globex Utilidades S/A, known as Ponto Frio. She began her career in Systems Audit in 1995 at PricewaterhouseCoopers, having participated in the creation in Brazil of the Group of Consultants for Telecom Network Services. Was responsible for the Audit teams of the Telefónica Group's mobile telephony companies, between 2001 and 2004, having implemented at the time the Risk Mapping for all companies in the group in Brazil. During 2 years she was a professor of the systems audit and information security at the Faculdade Objetivo between 1997 and 1998.
Felipe Bertoncello Carvalhedo Alternate Member 04/25/2018 2019 OGA

Graduated in Accounting Sciences in 2002 from São Judas Tadeu University and an MBA in Economic and Financial Management from Faculdade Getúlio Vargas. From 2010 to 2016, he held the position of Controlling Executive Manager at Cosan, a holding company in the gas and energy segments that is part of the Company's controlling block. In 2016, he assumed the position of Controller of Rumo, in the logistics segment and also a member of the Company's economic group.

Henrique Bredda Alternate Member 04/25/2018 2019 OGA
Henrique Bredda has 14 years of experience in the financial market. He is a founding partner and responsible for the management of funds of Alaska Investimentos Ltda. He was a partner of Venturestar Capital Management between 2013 and 2015. He was a founding partner of Skipper Investments, where he worked as an analyst and variable income manager from 2010 to 2013, after working as a variable income analyst at Ashmore Brazil from 2009 to 2010. Previously, worked at FVF Participações, from 2008 to 2009, as an equity analyst in Latin America. He began his career in the financial market in financial consulting in 2002 and later as a credit analyst at Unibanco from 2003 to 2004. Graduated in Naval and Oceanic Engineering at the Polytechnic School of the University of São Paulo.
Francisco Silvério Morales Céspede Alternate Member 04/25/2018 2019 OGA
Mr. Francisco Morales is a graduate and postgraduate in Business Administration (FGV), having specialized courses in Brazil and the United States (Harvard and Stanford). He has worked for more than 35 years as Director of Administration and Finance and Relations with Investors (CFO and DRI) and member of Boards of Directors, Audit and Finance Committees of São Paulo Alpargatas, Santista Têxtil and Monsanto of Brazil, among other national and foreign companies. For 15 years he was vice-president of the Brazilian Institute of Finance Executives of São Paulo (IBEF SP). He is currently a consultant in Business Management, participates in the boards and committees of several companies and leads the Cespe Foundation for Business Management.

Executive Officers

The Company's Executive Officers shall consist of up to nine (09) Officers elected, and whose duties are set by the Board of Directors. The Executive Officers, without prejudice to any other duties as may be conferred by law or by the Bylaws, perform all acts necessary for regular operation of the Company.

NAME POSITION ELECTION DATE END OF TERM
Nelson Roseira Gomes Neto Chief Executive Officer 05/09/2018 05/09/2020

Currently CEO at Comgás, he served until April / 2016 as well as CEO of Cosan S / A. Degree in Engineering (1992), Master in Corporate Finance (1998) and Master of Business Administration (2001). He joined the Exxon Mobil Corporation in 1991 trainee function and, throughout his career, he served in increasing management responsibility in various business lines positions, such as Fuels Marketing, Convenience Retail, Natural Gas and lubricants business. Between May 2004 and December 2005 he became the Navy Division Manager for Latin America. In January 2006, it was transferred to the United States to work in the Global Development Area Business Aviation segment for ExxonMobil L & S Company in Fairfax, Virginia. In this work, we developed and implemented global business plans, monitored the Aviation Industry and trends of competitors. In February 2008, he returned to Brazil and was appointed Director of Lubricants for Brazil Esso Brasileira de Petróleo Limitada and, in December 2008, he became Vice President, Lubricants. In this position, he was responsible for the lubricants business in general in Brazil, managing about 800KB / year sales and $ 500 million. After the purchase of assets in Exxon Mobil Cosan in 2008, he became president of Cosan Lubricants, a position he held until 2014, when it became part of the executive board of Cosan S.A.

Sérgio Luiz da Silva Chief Commercial Officer 05/09/2018 05/09/2020

Industrial Mechanical Engineering graduated at Federal Center of Technological Education of Minas Gerais and an MBA in Marketing from Fundação Dom Cabral. He joined the Shell Group, which operates in the energy, oil and gas industries in 1989 and has held several executive positions in Brazil and abroad in the areas Commercial, Strategic Planning, Distribution, Operations and Logistics. Among the latest features, was Commercial Director of Shell Gas Brazil, President of Shell Gas in Portugal and Strategic Project Leader of the Shell Group in London. The Shell Group is part of the controlling block of Comgás. He became part of this Board at Comgas on August 1, 2006 and since then he is responsible for the following areas: Planning and Support, and Gas Marketing Supplies.

Carlos Eduardo Freitas Bréscia Chief Regulatory and Institutional Issues Officer 05/09/2018 05/09/2020

Electrical Engineering and Business Administration from Mackenzie University (São Paulo), with a Masters in Energy from the University of São Paulo (USP). Hired by Comgás in 1999, previously worked as director of Companhia Energetica de Sao Paulo (CESP), a company active in the power generation segment. In Comgás he's responsible for the following areas: Regulatory Affairs, Institutional Relations and Tariff Review.

José Carlos Broisler Chief of Project and Gas Supply Officer 05/09/2018 05/09/2020

Mechanical Engineer from the School of Industrial Engineering - FEI and lawyer from the University of São Paulo - USP and Master's degree from Universidade Mackenzie. He worked in the electricity sector for 20 years and was hired by Comgás in 1999, having held several high level management activities. Holds the COO role since 2005, responsible for the following areas: Assets, Technical Audit, Operations and Emergencies, Demand Planning and Support Operation, Safety, Health, Environment and Quality. In may 2018, became Chief of Gas Projects and Supplies Officer at Comgas.

Rafael Bergman Chief Operating Officer 05/09/2018 05/09/2020

BA in Economics from the Pontifical Catholic University of Rio de Janeiro (1998) and Master in Finance from London Business School (2004). After a brief period in the financing area of structured finance foreign trade of ABN Amro Bank, joined the Shell Group in 1999 and has held positions of increasing responsibility in treasury, planning, M&A and controllership in Brazil, England and Holland. In 2011, he participated in the formation of Raízen (JV Cosan / Shell that operates in the sugar and ethanol industries and fuel distribution), where he served as Director of the Treasury, Controllership and Financial Planning. In 2016 he joined the Board of Comgás, becoming responsible for the area of finance and investor relations. In may 2018, became Chief operating Officer at Comgas.

Guilherme Lelis Bernardo Machado Chief Financial and Investor Relations Officer 05/09/2018 05/09/2020
Mr. Guilherme Machado has graduated in Production Engineering from the Fluminense Federal University (RJ) and has a Master's Degree in Economics and Business Finance from FGV / RJ. He has 16 years of professional experience working at Esso Brasileira de Petróleo, Cosan SA and Rumo SA, and from May 2018 took over the Financial and Investor Relations Department of Comgás.

Audit Committee

Comgás’ Audit Committee is an advisory body, with permanent character, constituted according to Article 29 of Comgás’ bylaws and destined to support the Board of Directors in compliance to its attributions in regards to: (i) analysis of the submission of the Company’s financial statements (including, without limitation, the structure of internal control and procedures for the preparation of the Company’s financial statements and monitoring the accuracy and adequacy of these financial statements); (ii) form by which the Company’s Administration secures and monitors the adequacy of internal financial control, operations, compliance and procedures of risk administration ; (iii) independence and submission of internal audits; and (iv) choice, dismissal, payment and impartiality regarding the actions of external auditors.

NAME POSITION ELECTION DATE END OF TERM
João Ricardo Ducatti Member 08/27/2014 08/27/2024

Mr. Ducatti is a member of the Company's Supervisory Board since 2005. A business administrator, was a professional at Westinghouse of Brazil in the period 1973-1982 exercising the Financial Resources Manager functions and Treasurer for Latin America, Administrative and Financial Director of Barbacena Plant, located in the region of Ribeirão Preto, in 1982 and 1983 period; Administrative and Financial Director of Grupo Bom Jesus, located in the region of Piracicaba, from 1983 to 1991, the group with four (4) units producing sugar and alcohol; Administrative and Financial Director of Grupo Cosan, located in Piracicaba, in the period 1991-1995, a group that owns seven (7) production units of sugar and alcohol; Managing Director of SUCRESP, representative professional association of seventeen (17) producing plants of sugar and alcohol, from 1995 to 1999 and from 1999 to date develops the provision of economic and financial advisory services, asset valuation , management of corporate structuring, sales development of investments and other associated activities, through their company RDR Consultores Associados Ltda.

José Mauricio D’Isep Costa Member 08/27/2014 08/27/2024

Bachelor of Science in Accounting from the University of Vila Velha - Espírito Santo and MBA in Accounting from Fundação Getulio Vargas - FGV RJ / CEAG. Chief Financial Officer of Vicunha Textile SA since January 2010, the Audit Committee of the Company Santo Antonio Wiring since April 2011 and member of the Board of Directors of Coelho da Fonseca Empreendimentos since January 2010.

Maílson Ferreira Da Nóbrega Member 08/27/2014 08/27/2024

Mr. Nobrega is a member of the Board of Directors of Cosan SA since November 2007. He is an economist and has held the post of Minister of Finance between 1988 and 1990 after building an extensive career at Banco do Brasil and the public sector, in which he stood out acting the following positions: Technical Consultant and Head of the Analysis Department of the Bank of Brazil Project; Coordination Chief of Economic Affairs of the Ministry of Industry and Trade and the General Secretary of the Ministry of Finance. He served as Chief Executive Officer of the European Brazilian Bank - EUROBRAZ - in London. Mr. Nobrega is also member of the Board of Directors of the following companies: Abyara Estate Planning, CSU Cardsystem SA, Grendene SA, Portobello SA, Rodobens Negócios Imobiliários SA, Tim Participacoes SA and Veracel Celulose SA.

Nadir Dancini Barsanulfo Member 01/01/2016 08/27/2024

Graduated in Law in São Paulo in 1982 and graduated in Accounting from Fundação Getúlio Vargas - FGV in 1995. Tax Director of Raízen Group and member of the Logum Supervisory Board SA. Was Statutory Director of Oil at Esso Brasileira in the period 2005-2009 and responsible for the tax area of the ExxonMobil Brazil in 2008. in 2009 assumed responsibility for the tax area of the Cosan group, which includes the control block of Comgás, until the formation of the joint venture with Shell, when she became the Tax Director of Raízen Group companies.

Rubens Ometto Silveira Mello Member 12/20/2017 08/27/2024

Chairman of the Board of Directors of Cosan S.A. since 2000 and Cosan Ltd. since 2015. He graduated in Engineering Production Mechanics at the Polytechnic School of the University of São Paulo (1972). With over 30 years of experience in managing large companies, working in administrative and financial areas, Mello is also Managing Director and Chairman of the Board of Directors of Costa Pinto SA since 1980, Vice President of Pedro Ometto SA - Administration and Participations since 1980 and Director of Cosan Operadora Portuaria SA since 1998, Chairman of the Board of Director of FBA - Franco Brazilian sugar and alcohol since 2001 and Chief Executive Officer and Director of Da Barra since 2002. He also acts as Advisor in UNICA - Sugarcane Industry Union of the State of São Paulo. Before joining the Cosan Group, which operates in the energy and logistics markets and is part of the control block of Comgás, served from 1971 to 1973 as Advisor of UNIBANCO - União de Bancos Brasileiros SA and from 1973 to 1980 as Chief Financial Officer at Industrias Votorantim SA. Rubens Ometto held the following management positions in publicly listed companies: chairman of the Board of Directors of Cosan SA; CEO of Cosan Limited; President of the First Board of Directors of TAM S.A; Chief Financial Officer of Votorantim S.A.

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