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Board of Directors*

1 Designated by Votorantim Industrial
2 Designated by the Brazilian development bank (BNDES)
3 Independent board member

* As part of the Board's evaluation process, the board members have their competencies evaluated and updated periodically, which provides enough data for the analysis of the efficiency of the Board and the complementarity of the functions and individual characteristics, clarifying possible gaps in the Board’s composition. Also, in order to increase the knowledge of Board Members, regular and continuing education processes are provided, which include, annual visit to operations, semiannual seminar, market and corporate governance workshops, strategy workshops and innovation.

Member Substitute
José Luciano Penido1 Vera Elias

José Luciano Penido

Educational background: Graduate in Mining Engineering from Universidade Federal de Minas Gerais.

Professional experience: Mr. José Luciano Duarte Penido is the Chairman of the Board of Directors of Fibria Celulose since November 2009, as well as member of the Boards of Directors of Copersucar, Química Amparo Ypê, Grupo Algar, Banco Santander Brasil, and Instituto Votorantim. In such companies, he works as coordinator and/or member of Commissions of Personnel and Compensation, Statutory Audit, Sustainability, Strategy, and Innovation. Previously, during the period of 2004 to 2009, he was the Chief Executive Officer of Votorantim Celulose S.A., which became Fibria, having also worked in the company’s Board of Directors. Between 1992 and 2004, he occupied the position of Chief Executive Officer of Samarco Mineração.

Vera Elias

Educational background: Accounting Degree from Universidade Federal do Rio de Janeiro, as well as Laws Degree from Universidade Estadual do Rio de Janeiro, and an MBA in Finances from IBMEC.

Professional experience: Since May 2018, Mrs. Vera Lucia de Almeida Pereira Elias is an alternate member of the Board of Directors of Fibria Celulose S.A., a company that engages in the sector of cellulose, further exercising attributions as a member of the Statutory Audit Committee of such Company.

After leaving PriceWaterhouseCoopers Auditores Independentes, where she provided services in the areas of audit and tax, Mrs. Vera Lucia de Almeida Pereira Elias was contracted by Vale S.A (a company in the sector) in 1983, working as an accountant until September 2013. She is an officer at the National Association of Executives in Finance, Administration and Accounting – ANEFAC, as well as a Coordinator at Capítulo RJ, a Member of the Fiscal Committee certified by the Brazilian Institute of Corporate Governance – IBGC, and a Member of the Fiscal Committee of Neoenergia (sector of energy).

Formerly, she was a Member of the Fiscal Committee of Mills Estruturas e Serviços de Engenharia S.A. (sector of engineering), Norte Energia (sector of energy), Vale do Rio Doce de Seguridade Social – VALIA (not-for-profit, sector of supplementary social security), Fundação Vale do Rio Doce (engaging in the land development and in the improvement of life quality of communities located in areas where Vale operates), Ferrovia Centro-Atlântica (sector of railways), and Caemi Mineração e Metalurgia (sector of mining). Between 2007 and 2011, she was also a Member of the Finance Committee of Vale Rio Doce de Seguridade Social – Valia.

Raul Calfat1  

Raul Calfat

Professional experience: Mr. Calfat has been a member of the Board of Directors of Fibria since December 2009. He was CEO of Votorantim Industrial S.A. from January 2012 to December 2013. In January 2004 he assumed the position of Executive Managing Director of Votorantim Investimentos Industriais and in January 2006 he became responsible for all industrial business of the Company. Previously, from 1996 to 2003, he held the position of CEO of Votorantim Celulose e Papel and served as Chairman of the Pulp and Paper Association of São Paulo between 1993 and 1995, and as Vice President of the Brazilian Association of Pulp and Paper from 1996 to 2004.

Mr. Calfat  is Chairman of the Board of Directors, a member of Personnel and Remuneration Committee, member of Finance Committee and  member of Institutional Relations Committee of Votorantim Participações S.A. He is also an independent member of the Board of Directors,  Chairman of the Related Parties Committee and member Audit Committee of Duratex S.A. And member of the Board of Directors of Ibá.

 

Carlos Augusto Lira Aguiar1 Julio Sergio de Souza Cardozo

Carlos Augusto Lira Aguiar

Professional experience: Mr. Aguiar has been a member of the Board of Directors of Fibria Celulose S.A. since January 2012. He was President and CEO of Fibria from the company’s creation in August 2009 through June 2011. He was President of Aracruz Celulose S.A. from April 1998 through December 2009, having joined the Company in 1981, performing various management positions in the areas of Production, Quality and Engineering. In 1985 he was promoted to Industrial Director and during the period from 1993 to 1998 he served as Vice President of Industrial and Forestry Operations. Mr. Aguiar began his career in the Pulp and Paper industry in 1970, having held various management positions in the area of production and projects.

Mr. Aguiar is Chairman of the Board of Directors of Veracel Celulose S.A and Ibá.

Julio Sergio de Souza Cardozo

Since 2014, Mr. Julio Sergio de Souza Cardozo has been an alternate member of the Board of Directors of Fibria Celulose S.A., a company operating in the pulp sector, and financial specialist member of the Company’s Statutory Audit Committee. At the same time, Mr. Julio Sergio is a speaker at conferences, company consultant and free professor of controllership and finance. He lectures on the Master’s Program in Accounting Science at UERJ - Universidade do Estado do Rio de Janeiro, and on MBA courses as a guest professor in various learning institutions in Brazil. He was a partner of Ernst & Young (an audit firm) for more than twenty years, and after his retirement he founded Julio Sergio Cardozo & Associados, a business consultancy firm based in the city of São Paulo. Currently, Mr. Julio Cardozo is also Chairman of the Board of Directors of Saraiva S.A. Livreiros Editores (a public company in the graphics and publishing sector), and Chairman of the Fiscal Council of the Organizing Committee of the Rio 2016 Olympic and Paralympic Games.

João Carvalho Miranda1 Sergio Augusto Malacrida Junior

João Carvalho Miranda

Professional experience: Mr. Miranda has been a member and vice chairman of the Board of Directors of Fibria Celulose S.A. since November 2009. He has been CEO of Votorantim Industrial S.A. since january 2014. He joined Votorantim as CFO and Investor Relations Officer from March 2009 to december 2013. Before joining Votorantim, he was Executive Vice President of Citibank S.A. do Brasil, from 2006 to 2009. Previously, from 2004 to 2006, he held the position of CEO of Citibank N.A. in Chile, and acted as Corporate Banking Head at Citibank N.A. in Brazil, from 1998 to 2004.

Mr. Miranda is member of the Board of Directors and member Finance Committee of  Votorantim Cimentos S.A, member of the Board of Directors of Votorantim Siderurgia and Votorantim Metais S.A.

Sergio Augusto Malacrida Junior

Professional experience: Mr. Sergio Malacrida has been an alternate member of the Board of Directors of Fibria Celulose S.A since april 2014.  He has been also a member of the Finance Committee  since september 2013.  He currently is Director of Treasury and Investor Relations Officer of Votorantim Industrial. He was partner at PR & A Financial Products, partner at Vinci Partners, CFO at Vanguarda Agro, Treasurer at Fibria.

Mr. Sergio Malacrida is  a member of the Finance Committee of Votorantim Cimentos, member of the Finance Committee of Funsejem and  member of Supervisory Board at Votorantim Energia.He is graduated in Economics (FEA/USP) and MsC in Mathematics (IME / USP).

João Schmidt1 Francisco Fernandes Campos Valério

João Schmidt

Professional experience: Mr. Schmidt is member of the Board of Directors of Fibria Celulose S.A. since October 2014 and currently holds the position of Executive Director of Corporate Development at Votorantim Industrial S.A. Mr. Schmidt  has more than 14 years of experience in investment banking, and was previously a Managing Director at Goldman Sachs in Brazil. Prior to Goldman Sachs, Mr. Schmidt worked at Citigroup in Brazil.

Mr. Schmidt is also a member of the Board of Directors of Citrosuco S.A.

Francisco Fernandes Campos Valério

Professional experience: Mr. Francisco Fernandes Campos Valério was executive officer of Industrial Operations, Engineering and Procurement of Fibria Celulose SA of September 2009 until may 2013. He previously held various positions  at Votorantim Celulose e Papel 1997 until 2009 and senior positions in other pulp and paper companies, including, Bahia Sul, Aracruz, Suzano, Braskraft Florestal  e Industrial and Olinkraft Celulose e Papel.

Mr. Francisco Valério has been an alternate member of the Board of Directors  of Veracel Celulose S/A, Chairman of Sindicato Papel e Celulose do MS, alternate member deliberative Council of Funsejem and member of the Board of Directors Associação Brasileira Técnica de Celulose e Papel.

Ernesto Lozardo2 Leonardo Mandelblatt de Lima Figueiredo

Ernesto Lozardo

Professional experience: Mr. Ernesto Lozardo has been a member of the Board of Directors of Fibria Celulose S.A since september 2016. Currently, Mr. Ernesto Lozardo is president of the Institute for Applied Economic Research (IPEA), and professor of Economics at Fundação Getulio Vargas in São Paulo, Brazil. He also served as advisor to the president of the Brazilian Development Bank (BNDES) from September, 2011 to June, 2016. While at BNDES, he developed several financial instruments designed to finance Brazilian infrastructure (such as, the infrastructure bond). More recently, in partnership with several Brazilian financial specialists, he developed the ""Brazilian Guaranteed Infrastructure Financial Note"", known as GIFN, which will be a forthcoming federal law project. He served a member of the Board of Directors of UBR - UNIMED-Banco Fator (2009-2011), Member of the GV Projetos , FGV´s consulting Group (2002-2010), Planning Director at Caixa Seguros (2000-2002) (while participating in the creation of the new organizational structure and company growth policy which aimed to sell its control, the company was purchased by CNP in 2002), President of the Public Data Processing Company (PRODESP) of São Paulo State in 1994, State Secretary for Economic Planning and Management of São Paulo state (1992-1994), Member of the Board of Directors of Indústrias de Papel Simão S.A. (1988-1992), Economic Director of () Lozardo & Cruz DTVM - Distribuidora de Títulos e Valores Mobiliários Ltda. (1982-1984) and Economic  Director of  Distribuidora de Títulos e Valores Mobiliários do Estado de São Paulo Ltda. (DIVESP), 1977-1979.

He also is Professor of Economics at EAESP-FGV since 1978.

Leonardo Mandelblatt de Lima Figueiredo

Educational background: Mr. Leonardo Mandelblatt de Lima Figueiredo holds a bachelor’s degree in Business Administration from Cândido Mendes University.

Professional experience: Mr. Leonardo Mandelblatt de Lima Figueiredo has been a member of the Board of Directors of Fibria Celulose S.A., a company that operates in the pulp sector. Also, since 2009, Mr. Leonardo Mandelblatt de Lima Figueiredo has been an employee of the Brazilian Development Bank – BNDES (a development bank of the Brazilian Federal Government). BNDES is an indirect shareholder of the Company, holding an indirect interest higher than 5% in its capital stock, by means of BNDESPAR. In this period, he has already engaged in monitoring and management of the BNDESPAR variable income portfolio, structuring of variable income operations and management and monitoring of the financing portfolio (Project and Corporate Finance). Currently, Mr. Leonardo Mandelblatt de Lima Figueiredo also holds the position of Head of the Department for Monitoring of Publicly-Held Companies (Departamento de Acompanhamento a Empresas de Capital Aberto) and the position of Independent member of the Board of Directors and the Investment, Finance and Risk Committee of EcoRodovias S.A. (road, port, airport and multimodal logistic management). Previously, between 2003 and 2009, Mr. Leonardo Mandelblatt de Lima Figueiredo engaged in the management of the Variable Income Portfolio of PREVI (a pension fund) and management of BB DTVM (a financial institution) funds. Mr. Leonardo Mandelblatt de Lima Figueiredo has already held the position of a member of the Board of Directors of the following publicly-held companies: (i) permanent member of Tupy S.A. (a publicly-held company that operates in the steel industry); (ii) alternate member of Iochpe-Maxion (a publicly-held company that operates in the automotive wheels sector, and, although it is not part of the same economic group as the Company, BNDESPAR holds an interest higher than 5% in its capital stock); and (iii) alternate member of Fibria. Except for the positions referred to above, Mr. Leonardo Mandelblatt de Lima Figueiredo (sic) does not hold any other management positions in companies and/or organizations of the third sector.

Cesar Augusto Chaves Mendonça2  

Cesar Augusto Chaves Mendonça

Educational background: Mr. Carlos Mendonça holds a bachelor’s degree in Mechanical Engineering from the Instituto Tecnológico de Aeronáutica –ITA and a Master’s degree in Administration from the Federal University of Rio de Janeiro (COPPEAD).

Professional experience: Mr. Carlos Mendonça joined in january 2009 the Banco Nacional de Desenvolvimento Econômico e Social (BNDES) and is currently Manager at BNDES’ Capital Markets area, working in the Porfolio Management Department. Previously, between 2016 and 2017, he was an alternate member of Fiscal Council at Klabin S.A (a company operating in the pulp and paper sector). Mr. Cesar Mendonça has been an alternate member of the Board of Directors of Tupy S.A (a company operating in the automotive sector)..

Marcos Barbosa Pinto3 Armínio Fraga Neto

Marcos Barbosa Pinto

Professional experience: Mr. Marcos Barbosa Pinto joined Gávea Investimentos in May 2011 as a Partner. Prior to joining Gavea, Marcos served as commissioner of the Brazilian Securities Commission (2007-10) and chief advisor to the president of the Brazilian National Development Bank (2005-06).  Marcos also worked as a lawyer at Morrison & Foerster LLP in California (2001-02) and Levy & Salomão Advogados in São Paulo (2003-04), where he advised clients in a number of mergers and acquisitions as well as private equity deals.  Marcos holds an LL.B. and a Ph.D. in law from the University of São Paulo, an LL.M. from the Yale Law School and a masters in economics from Getúlio Vargas in Rio de Janeiro (FGV-RJ).  He was also a visiting researcher at Columbia University and taught corporate law at Fundação Getúlio Vargas in Rio de Janeiro (FGV-RJ).

He is currently a member of the board at Multiterminais, Unidas and Chilli Beans.

Armínio Fraga Neto

Professional experience: Mr. Arminio Fraga is founding partner of Gavea and Chairman of the following Committees: Investment, Private Equity and Multimarket funds, Executive and Remuneration, and member of the Risk Committee and Real State Fund of Grupo Gavea. From 2009 to 2013, Arminio Fraga was Chairman of the Board of Directors of B3. From 1999 to 2002 he was Chairman of the Central Bank of Brazil and before that he was Director of International Matters of the Central Bank of Brazil, from 1991 to 1992. From 1993 to 1999 he was Managing Director of Soros Fund Management in New York, focused in emerging marktes. Additionally, Arminio Fraga was Vice-Chairman of Salomon Brothers in New York from 1989 to 1991, focused in arbritation in emerging markets. He was also Chief Economist and Manager of Operations in Banco Garantia from 1985 to 1988. Arminio Fraga taught reguarly in Universities in Brasil, such as Pontifícia Universidade Católica e Fundação Getúlio Vargas, Rio de Janeiro, and taught abroad at Columbia University from 1993 a 1999 and at Wharton School from 1988 to 1989. Arminio Fraga also published academic Works in several specialized magazines in Brazil and abroad.

Mr. Arminio Fraga is member of the Consultive Board of JP Morgan Chase & Co., member of the Board of Directors of Group of Thirty,  member of the Consultive Board of Peterson Inst. For Int. Economics and member of the Board of Directors of Instituto Desiderata.

Alexandre Gonçalves Silva3 Sergio Citeroni

Alexandre Gonçalves Silva

Professional experience: Mr. Silva  has been an independent member of the Board of Directors of Fibria Celulose S.A. since December 2009. From 2001 through 2007 he served as President and CEO of GE do Brasil. Previously, he served as President and CEO of GE Celma, an aero engine repair and overhaul company located in Petropolis, Rio de Janeiro. In his 40-year career, he worked most of his time in diverse sectors of the commercial aircraft industry. 

Mr. Silva  is presently Chairman of the Board of Directors of Embraer, member of the Board of Directors of Tecsis, Nitroquimica, Alupar, Fundação M. Cecilia and Amcham.

Sergio Citeroni

Educational background: Accounting and Business Management Degree from Universidade Mackenzie and Master’s degree in Accounting and Actuarial Science from Pontifícia Universidade Católica PUC-SP.  

Professional experience: Since May 2018, Mr. Sergio Citeroni is an alternate member of the Board of Directors of Fibria Celulose S.A., a company that engages activities in the sector of cellulose, further exercising attributions as a member of the Statutory Audit Committee of such Company.

Mr. Sergio Citeroni started his career at Ernst & Young Auditores Independentes S/S (sector of audit and consulting) in August 1981, where he provided services in several areas, and, since July 1995, he is a partner at EY.

 

2018 - Attendence to Board of Directors Meetings

Attendence to Board of Directors Meetings
  1/29 1/29 3/15 3/27 5/17 5/25 7/26 7/26 8/30
Alexandre Gonçalves Silva
Carlos Augusto Lira Aguiar
Ernesto Lozardo √* √*
João Carvalho Miranda √* √*
João Schmidt
José Luciano Penido
Marcos Barbosa Pinto
Paulo Fernando Fleury da Silva   √*
Raul Calfat

 *Represented by the alternate member

2017 - Attendence to Board of Directors Meetings

(2 of 2) Attendence to Board of Directors Meetings
  7/11 8/4 8/31 10/26 11/16 12/20
Alexandre Gonçalves Silva √*
Carlos Augusto Lira Aguiar
Ernesto Lozardo
João Carvalho Miranda
João Schmidt √*
José Luciano Penido
Marcos Barbosa Pinto
Paulo Fernando Fleury da Silva
Raul Calfat
(1 of 2) Attendence to Board of Directors Meetings
  1/27 3/16 4/27 5/18 6/13 6/29 6/29
Alexandre Gonçalves Silva
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl        
Ernesto Lozardo √*
João Carvalho Miranda
João Schmidt
José Luciano Penido
Marcos Barbosa Pinto  
Paulo Fernando Fleury da Silva      
Raul Calfat

2016 - Attendence to Board of Directors Meetings

(2 of 2) Attendence to Board of Directors Meetings
  8/18 9/1 9/1 9/29 10/7 10/27 11/30 12/15
Alexandre Gonçalves Silva
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl
João Carvalho Miranda √* √* √*
João Schmidt √*
José Luciano Penido
Ernesto Lozardo  
Marcos Barbosa Pinto
Raul Calfat
(1 of 2) Attendence to Board of Directors Meetings
  1/27 2/25 3/11 4/28 5/19 6/23 7/21 7/28
Alexandre Gonçalves Silva  
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl
João Carvalho Miranda
João Schmidt  
José Luciano Penido
Julio Cesar Maciel Ramudo √*     √* √*
Marcos Barbosa Pinto
Raul Calfat

 *Represented by the alternate member 

2015 - Attendence to Board of Directors Meetings

(2 of 2) Attendence to Board of Directors Meetings
  6/25 7/30 8/27 10/22 11/6 12/17 12/24
Alexandre Gonçalves Silva
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl
João Carvalho Miranda  
João Schmidt
José Luciano Penido
Julio Cesar Maciel Ramundo √* √*
Marcos Barbosa Pinto
Raul Calfat
(1 of 2) Attendence to Board of Directors Meetings
  01/28 03/12 03/26 04/23 04/29 05/04 05/14  
Alexandre Gonçalves Silva    
Carlos Augusto Lira Aguiar  
Eduardo Rath Fingerl  
João Carvalho Miranda  
João Schmidt  
José Luciano Penido  
Julio Cesar Maciel Ramundo  
Marcos Barbosa Pinto  
Raul Calfat  

* Represented by the alternate member

2014 - Attendence to Board of Directors Meetings

(1 of 2) Attendence to Board of Directors Meetings  
  1/29 2/26 3/21 4/09 4/23 5/27 6/25
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl
João Carvalho de Miranda  
José Armando de Figueiredo Campos  
José Luciano Duarte Penido
Laura Bedeschi Rego de Mattos          
Raul Calfat
Julio Cesar Maciel Ramundo    
(2 of 2)Attendence to Board of Directors Meetings
  7/24 08/28 09/25 10/23 12/11 12/29
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio        
Carlos Augusto Lira Aguiar
Eduardo Rath Fingerl
João Carvalho de Miranda  
João Henrique Batista de Souza Schmidt        
José Luciano Duarte Penido
Julio Cesar Maciel Ramundo  
Marcos Barbosa Pinto
Raul Calfat
Laura Bedeschi Rego de Mattos          
Sergio Augusto Malacrida Junior          

2013 - Attendence to Board of Directors Meetings

(1 of 2) Attendence to Board of Directors Meetings
  1/29 2/28 4/1 4/24 4/24 5/27 6/27
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio  √
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos  √
José Luciano Penido
Raul Calfat    
Carlos Augusto Lira Aguiar
Julio Cesar Maciel Ramundo  
Laura Bedeschi Rego de Mattos  
(2 of 2) Attendence to Board of Directors Meetings
  8/23 8/29 8/29 9/12 10/24 11/13 11/25 12/12
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat    
Carlos Augusto Lira Aguiar
Julio Cesar Maciel Ramundo
Laura Bedeschi Rego de Mattos        

2012 - Attendence to Board of Directors Meetings

(1 of 3) Attendence to Board of Directors Meetings
  10/24 12/13
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio  
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos  √
José Luciano Penido
Raul Calfat
Carlos Augusto Lira Aguiar
Julio Cesar Maciel Ramundo

 

(2 of 3) Attendence to Board of Directors Meetings
  6/28 7/25 8/23 9/10 9/13 9/26
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio  
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Carlos Augusto Lira Aguiar
Julio Cesar Maciel Ramundo
 
(3 of 3) Attendence to Board of Directors Meetings
  1/30 3/07 3/09 4/19 4/24 5/02
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio  
Eduardo Rath Fingerl
João Carvalho de Miranda  
José Armando de Figueiredo Campos  
José Luciano Penido
Raul Calfat
Carlos Augusto Lira Aguiar
Julio Cesar Maciel Ramundo

2011 - Attendence to Board of Directors Meetings

(2 of 2) Attendence to Board of Directors Meetings
  8/23 9/01 10/03 10/27 12/12 12/15
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Armando Mariante Carvalho Junior  
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Wang Wei Chang  √
 
(1 of 2) Attendence to Board of Directors Meetings
  2/14 5/6 6/21 6/30 7/13 8/11
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Armando Mariante Carvalho Junior
Eduardo Rath Fingerl
João Carvalho de Miranda  
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Wang Wei Chang  

2010 - Attendence to Board of Directors Meetings

(3 of 3) Attendence to Board of Directors Meetings
  8/25 9/13 10/21 12/21
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Armando Mariante Carvalho Junior
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Wang Wei Chang
 
(2 of 3) Attendence to Board of Directors Meetings
  6/07 6/14 6/17 6/21 7/1 8/2
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Armando Mariante Carvalho Junior
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Wang Wei Chang
 
(1 of 3) Attendence to Board of Directors Meetings
  2/25 3/23 3/26 4/20 4/28 5/3
Alexandre Gonçalves Silva
Alexandre Silva D’Ambrosio
Armando Mariante Carvalho Junior
Eduardo Rath Fingerl
João Carvalho de Miranda
José Armando de Figueiredo Campos
José Luciano Penido
Raul Calfat
Wang Wei Chang

Executive Officers

Marcelo Castelli CEO

Education: Corporate MBA from Fundação Dom Cabral and MBA in Industrial Marketing Management from Escola de Marketing Industrial; executive education at IMD, Switzerland; Business Administration/Foreign Trade at Faculdades Associadas de São Paulo; specialization in Pulp and Paper from ABTCP/USP; and undergraduate degree in Mechanical Engineering from Universidade de Mogi das Cruzes.

Professional Experience: Since July 2011 Mr. Castelli has held the position of Chief Executive Officer of Fibria Celulose S.A., a company which operates in the pulp sector. Between August 2009 and June 2011, he held the positions of Forestry Director, Paper Director, Strategy Director and Supplies Director for the Company. Previously, he held various executive positions in Votorantim Celulose e Papel S.A. (as the Company was formerly called), which he joined in 1997, and before that, between 1988 and 1996, he worked in other companies in the pulp and paper sector, such as Suzano Papel e Celulose S.A. (a listed company), Bahia Sul Celulose S.A. and Aracruz Celulose S.A.

Mr. Castelli is a member of the Deliberative Committee of IBÁ – Indústria Brasileira de Árvores (the association representing the production chain for timber, from planting to manufacture). 

Aires Galhardo Chief Operations Officer

Education: Undergraduate and graduate degrees in business administration from Fundação Getúlio Vargas.

Professional Experience: Since July 2011, Mr. Galhardo has been an Officer without specific designation of Fibria Celulose S.A. (a quoted company operating in the pulp sector). From 2011 to September 2016, he has been the officer responsible for managing the forestry plantations. In addition to this responsibility, as from 2016 he has also taken over responsibility for Fibria’s industrial and engineering operations. Previously, between 2005 and 2011, he worked as general forestry manager and forestry logistics manager for Votorantim Celulose e Papel S.A. (as the Company was formerly called), and from 2000 to 2005 he had been logistics manager at Companhia de Bebidas das Américas – Ambev (a quoted company in the beverages production and sales sector, which was merged into Ambev S.A. in 2014).

Wellington Angelo Loureiro Giacomin Supply Chain & Logistics Officer

Education: A mechanical technician from the Escola Técnica Federal do Estado do Espírito Santo, with an undergraduate degree in Mechanical Engineering and a graduate degree in Quality Engineering from Universidade Federal do Espirito Santo (UFES). MBA in Executive Management from IBMEC.

Professional Experience: Mr. Giacomin joined the Company in 1987. From 2012 to 2014 he was General Manager for Supplies and, in 2014, he was appointed non-statutory officer for Logistics and Supplies at Fibria Celulose S.A., a company operating in the pulp sector.

Maria Luiza de Oliveira Pinto e Paiva Sustainability & Corporate Relations Officer

Education: After graduating in Psychology from Pontifica Universidade Católica de São Paulo, Ms. Pinto specialized in Human Resources at the University of Michigan, in the United States, and in Business and Sustainability at Cambridge University, and she has taken a number of other courses in management, leadership and sustainability.

Professional Experience: Since March 2015, Ms. Pinto has been non-statutory Sustainability and Corporate Relations officer at Fibria Celulose S.A., a company operating in the pulp sector. Previously, from 2013 to 2015, she worked as a consultant in Sustainable Development and Organizational Development and, between 2001 and 2012, held various positions with Banco Santander. 

Ms. Pinto is currently also a member of the Corporate Governance and Sustainability Committee of the Santander Group and of the Executive Committee of Instituto Akatu (a not-for-profit NGO aiming at mobilizing society for conscientious consumption through awareness campaigns), in both cases since 2013.

Guilherme P. Cavalcanti CFO and IRO

Education: Undergraduate and master degree in Economics from Pontifícia Universidade Católica do Rio de Janeiro.

Professional Experience: Since February 2012, Mr. Cavalcanti has been an officer without specific designation, responsible for investor relations and financial management at Fibria Celulose S.A., a company operating in the pulp sector. Previously, from 2010 to 2011, he was CFO in charge of finance and investor relations at Vale S.A., a mining company. 

Fiscal Council

Member Substitute
Maurício Aquino Halewicz Geraldo Gianini

Mauricio Aquino Halewicz

Educational background: Graduated in Accounting from the Federal University of Rio Grande do Sul and in Economic Engineering from Mackenzie Presbyterian University. He has an MBA in Corporate Finance from the Getúlio Vargas Foundation (FGV-SP), post-graduate specialization in Economic Engineering from Mackenzie Presbyterian University and specialization in management from the University of Virginia (Darden School of Business Administration).

Professional experience: Maurício Halewicz has been Chairman of the Fiscal Council at Fibria Celulose S.A., a company operating in the pulp industry, since April 2013. At the same time, he is a substitute member of the Fiscal Council at Eneva S.A. (a company that operates in the electric power generation sector) and, since November 2012, he has been the CFO of Pacific Hydro Energias do Brasil Ltda. (a company operating in the clean energy segment).

Previously, between 2009 and 2013, he was a substitute member of the company’s Board of Directors and Audit and Risk Committee. He also served as Investor Relations Officer, Director of Control and Corporate Control Superintendent at Rede Energia S.A. – which is in judicial recovery (a listed company that operates in the energy sector), which he joined in 2005.

Geraldo Gianini

Educational background: Graduated in Accountancy and has a Master’s degree in Accountancy and Finance, both from the Pontifical Catholic University of São Paulo (PUC-SP). 

Professional experience: Geraldo Gianini has been a substitute member of the Fiscal Council at Fibria Celulose S.A., which operates in the pulp and paper sector, since December 2009, as well as being a member of the Fiscal Councils of Hospital Ana Costa S.A. (a health sector company) and Santos Administração e Participações S.A. (a consulting firm in the economic, financial and equity holdings fields). At the same time, Geraldo Gianini has also been a partner in the auditing firm Audibanco Auditores Independentes, since 1990 and is a judicial expert for the 10th federal court division for enforcement of judgements, in São Paulo, and a university professor and Head of Department of the Accountancy Course at the Pontifical Catholic University of São Paulo (PUC-SP).

Gilsomar Maia Antonio Felizardo Leocadio

Gilsomar Maia Sebastião

Educational background: Awarded a BSc. in Accountancy by Mackenzie Presbyterian University, he has a lato sensu MBA in Capital Markets from the FIPECAFI (Institute of Accounting, Actuarial and Financial Research Foundation).

Professional experience: Gilsomar Maia Sebastião has been a full member of the Fiscal Council at Fibria, which operates in the paper and pulp sector, since April 2013. At the same time, he has also been the Corporate Finance Director at TOTVS S.A. (a listed company that operates in the development of computerized systems), since January 2013, and where he also served as Planning Director (between 2009 and 2012).

Antônio Felizardo Leocadio

Educational background: Graduated in Accountancy from Mackenzie Presbyterian University, he has a Master’s degree in Accounting and Finance from the Pontifical Catholic University of São Paulo (PUC-SP) and an MBA in Capital Markets from the University of São Paulo (USP).

Professional experience: Antônio Felizardo Leocadio has been a substitute member of the Fiscal Council at Fibria, a company that operates in the pulp industry, since April 2014. At the same time, he is also the Chief Financial Officer of Gucci Brasil Importação e Exportação Ltda. (a company that operates in the luxury goods retail sector), a position that he has held since 2012. Previously, he was the Director of Control at Walmart Brasil Ltda. (a retail sector company), between 2008 and 2012, with responsibility for accounting, control and SOX.

Domenica Eisenstein Noronha Maurício Rocha Alves de Carvalho

Domenica Eisenstein Noronha

Educational background: Graduated in Finance and International Business from Georgetown University, in the USA.

Professional experience: Domenica Eisenstein Noronha was elected as a substitute member of the Fiscal Council at Fibria Celulose S.A. (a company that operates in the pulp sector) in 2016. At the same time, she has been a partner in the firm Tempo Capital Gestão de Recursos Ltda. (which operates in the capital management segment) since 2011. Previously, Domenica Eisenstein Noronha was responsible for Corporate Finance Execution in Latin America at Morgan Stanley (a financial institution and investment bank), where she worked for 10 years, in the period from 1999 to 2010 and was a member of the Fiscal Councils at Embratel Participações S.A. (which operates in the telecommunications sector) and Usinas Siderúrgicas de Minas Gerais S.A. – Usiminas (a group operating in various segments of the steel value chain, such as mining and logistics, capital goods, service and distribution centers and customized solutions for the industry).

Maurício Rocha Alves de Carvalho

Educational background: Graduated in Mechanical Engineering from the Pontifical Catholic University of Rio de Janeiro (1984) and has an MBA in Finance from Pennsylvania State University, in the USA (1988).

Professional experience: Mauricio Rocha Alves de Carvalho has more than 25 years experience in the financial area, developing investment strategies aimed at developing value and sustainability. He is an investment and equity stakeholding manager. He has worked as an M&A strategy consultant (business appraisal, analysis of association alternatives and the structuring of financing) with considerable experience in the capital market. He has served on the Board of Directors and Fiscal Council of listed and unlisted companies, as well as at not-for-profit institutions. His focus is on the areas of business strategy, financial management and performance indicators. He holds CFA and CNPI certification and is a certified advisor to the IBGC (Brazilian Institute of Corporate Governance). Previously, Maurício Rocha Alves de Carvalho has been a member of the Fiscal Council at Grendene S.A. (2012 to 2015), a member of the Fiscal Council of Mills Estruturas e Serviços S.A. (2012 to 2014), a member of the Fiscal Council at Sonae Sierra Brasil (2012 to 2013) and a member of the Board of Directors and Chairman of the Innovation Committee at Intersmart Distribuidora de Equipamentos de TI.

Purpose

The Fiscal Council is a body that is independent of the management and performs its functions in the exclusive interest of the company and its shareholders, with the basic objectives of overseeing the management's performance and expressing its opinion regarding certain issues, in addition to the duties set out in art. 163 of Law no 6,404/76.

Statutory Audit Committee

Marcos Barbosa Pinto         Member
Vera Lucia de Almeida Pereira Elias Member
Julio Sergio de Souza Cardozo Coordinator
Sergio Citeroni Member and financial specialist

Purpose

Oversee the quality and integrity of the financial reporting, compliance with legal, statutory and regulatory standards, adequacy of the risk management processes and the activities of the internal and independent auditors.

Finance Committee

Sergio Augusto Malacrida Junior Coordinator
Ernesto Lozardo Member
Leonardo Mandelblatt de Lima Figueiredo Member
Marcos Barbosa Pinto Member

Purpose

To assist the company's Board of Directors and Executive Board in analyzing the Brazilian and world economic situations and their potential effects on the company's financial position, as well as in the building of scenarios and trends, the assessment of opportunities and risks and the defining of strategies to be adopted by the company in regard to its financial policy.

Personnel and Remuneration Committee

Alexandre Gonçalves Silva Coordinator
Gilberto Lara Nogueira Member
João Batista Ferreira Dornellas Member
José Luciano Penido Member

Purpose

To analyze the human resources policies, structures and practices proposed by the Executive Board, in the light of the best practices adopted by other domestic and foreign companies, as well as the strategies and context of opportunities and risks to which the company is exposed, in addition to proposing the remuneration policy, including the policy on pay and benefits, short, long-term, basic and extraordinary remuneration of the company's Executive Officers and members of the Board of Directors.

Sustainability Committee

José Luciano Penido Coordinator
Anamaria Schilndler Member
Bonnie Lorraine Smith Member
Elíbio Leopoldo Rech Filho Member
João Carvalho de Miranda Member
Marcelo de Camargo Furtado Member
Marcelo Strufaldi Castelli Member
Marília Artimonte Rocca Member
Miriam Prochnow Member
Philippe Marie Joseph Joubert Member

Purpose

To assist the Board of Directors, by means of analysis and recommendations on the inserting of sustainability within the company's strategic positioning, as well as on the risks, opportunities and measures related to issues that could have a significant impact on the business in the short, medium and long terms; to analyze and make recommendations regarding the long-term sustainability objectives and conducting an annual assessment of the performance in relation to those objectives; to periodically analyze the strategies, activities and projects related to the company's sustainability and evaluate their effectiveness in relation to its positions and objectives; to periodically evaluate the action taken and quality of the relationship regarding stakeholders, as well as any developments in relation to the company’s image and reputation, and making recommendations in that respect.

Innovation Committee

Carlos Augusto Lira Aguiar Coordinator
João Schmidt Member
Eduardo Rath Fingerl Member
José Luciano Penido Member
Paulo Fernando Fleury da Silva Member
Raul Calfat Member

Purpose

To advise the company's Board of Directors on the analysis of initiatives relating to research and technological innovation in the forestry, industrial and management areas, with respect to new products and processes; to make recommendations to the Board of Directors and monitor the implementation of policies, strategies and action in relation to research and innovation within the company; to evaluate the company's investment proposals, from the perspective of innovation, and to make pertinent recommendations to the Board of Directors.

Management Compensation

The company's remuneration strategy aims to the attraction, retention and motivation of qualified professionals for the creation and implementation of business strategies approved by the shareholders, resulting in the creation of sustainable value. The annual variable compensation plan is coupled to financial metrics, results and value growth, short, medium and long term. The stock-based compensation plan – Phantom Share Plan – allows a greater alignment between the interests of management and shareholders, with a view to your structure aimed at the continuity of the business and creating value for its shareholders through a behavior and long-term vision.

The bases of remuneration policy of the company – fixed and variable – are maintained according to market research conducted by independent consultants.

Composition of remuneration

Board of Directors

The remuneration of the Board of Directors is composed of a fixed monthly remuneration. The fixed component aims to compensate the advisors by your participation in the meetings and for his contributions to the Board of Directors and to the company.

Statutory Board

The total remuneration of the Board of the company consists of:

  • Fixed monthly Compensation: base salary monthly, having as objective the direct compensation by the functional scope, recognize and reflect the value of the position internally and externally, in line with market practices, as well as individual performance, experience, training and knowledge of the Executive.
     
  • Benefits: aims to supplement the social security benefits and give greater security to Directors, allowing them to focus on the performance of their respective functions. The benefits are aimed at ensuring the competitiveness of the remuneration practices, having the objective of offering a package attractive to retain directors in key positions and that is compatible with the market standards for the performance of similar functions.
     
  • Variable compensation: aims to reward the scope and overcoming individual and company goals, aligned with the budget, strategic planning and market, having as objective to align the administrators with the results of short, medium and long term. The variable remuneration is composed of: long-term incentive plans and variable remuneration onslaught.
  1. Long-term Incentive plans: have the objective of strengthening retention levels of key executives and to align their interests with those of shareholders, in the creation of value through consistent and long-term results.

    From April 2014, the company went on to adopt the General plan for the granting of stock options at Fibria Celulose S.A. ("Option Plan"). Approved by the extraordinary general meeting of the company held on that date.

    Through the Option plan, recipients had the option to acquire shares of the company and become effectively shareholders, sharing of business success through the valuation of shares, as well as the risks inherent in the stock market.

    In April 2017, was approved the "regulation of stock Rights Plan on valuation of shares issued by Fibria Celulose S.A." ("Phantom Share Plan 2017") which entered into force on the date of your approval and will remain in full force and effect for a period of 10 (ten) years, and may be extinguished or cancelled by the general meeting of shareholders or, still, suspended, amended and extinguished by the Board of Directors.

    The new plan is based on the grant of a long term compensation based on the Company's future appreciation in the long term, referenced by the variation of the quotation of the action in the stock market. Thus, during your term, the company will give away rights to the valuation of shares to beneficiaries.

    It is worth noting that the granting of stock appreciation right shall be subject to the annual limit of 0.1% of the share capital of the company at the time of award and, in any case for the duration of the plan, the overall limit equivalent to 1% of the share capital of the company at the time of each granting of stock appreciation rights.

    From then on, if the beneficiary meets the requirements and conditions laid down in the Phantom Share Plan 2017 and have kept your relationship with the Company for the period of maturation of 5 years from the date of its grant, the Grantee will make referral of the ordinary remuneration, this pegged only to the permanence of the beneficiary in the company and, if applicable, the supplementary compensation This is based on goals of valuation of the company's shares, calculated as methodology provided for in both Phantom Share Plan 2017.

    The Phantom Share Plan 2017, replaced and, at the same time, cancelled from the date of your approval, the Option plan approved by the extraordinary general meeting of the company held on 25 April 2014. The end of the Option plan, however, shall not affect the effectiveness of the options which have been granted based on this plan 2014 option and which are still in force, which shall continue in force, being governed by the provisions contained in the Option plan and its concession contracts.

    As a result, it is expected a greater alignment between the beneficiaries of the plan and the Phantom Share Plan 2017 and the shareholders, in addition to a behavior and long-term vision and create value for the company.
     
  2. Shutdown Bonus: Directors of the company may be eligible for a bonus for shutdown, which will be evaluated promptly to each Executive at the time of your shutdown. The Committee and Remuneration and Board of Directors make the assessment.
     
  3. Variable Remuneration Onslaught: this program considers the possibility of Directors of the company choose to invest up to 30% of the amount received on your short-term Variable Remuneration. The amount is invested for a period of two years, and the amount invested evolves according to the valuation of the company's shares.

The Board of Directors may also grant or establish extraordinary awards for Directors, based on specific targets in relation to major projects or certain events.

Values corresponding to the variable remuneration of short and long term are subject to achievement or overshoot the targets envisaged in the business plan of the company.

Fiscal Council

The remuneration of the Fiscal Council, as prescribed in paragraph 3 of article 162 of law nº 6,404/76, is established in an amount equivalent to at least 10% of the average monthly remuneration of each Director of the company, not computed benefits, money and profit.

Not part of the remuneration policy the supervisory board any kind of variable compensation, post-retirement benefits or motivated by the termination of the Office of the post or remuneration based on the value of the shares.

Advisory Committee to the Board of Directors

The remuneration of the Advisory Committee to the Board (Finance Committee, remuneration Committee and Committee on sustainability, Innovation Committee and Statutory Audit Committee – CAE) is based only on a fixed salary, without any direct or indirect benefit, which is established as compared to their peers in the market research carried out by a specialized company in compensation. The members of the Board of Directors to participate in advisory committees of the company are entitled to a fixed remuneration.

Total Management Compensation

Total remuneration Board of Directors, the statutory Board and of the Supervisory Board for 2017

  Board of Directors Statutory Board Supervisory Board Total
Total number of members 9.00 6.00 3.00  18.00
Number of paid members 9.00 6.00 3.00 18.00
Fixed Annual Remuneration 5,806,707.70 13,236,706.26 542,700.00  16,945,724.19
   Base Salary ("Fixed") 4,706,003.47 8,625,485.18 542,700.00  16,945,724.19
   Direct and indirect benefits 34,704.23 1,742,417.13 1,574,392.77
   Remuneration for Committees 1,066,000.00 1,066,000.00
   Other (d.i) n/a
Annual Variable Compensation 6,041,664.88 6,041,664.88
   Bonus ("Variable Remuneration") 6,041,664.88 6,041,664.88
   Participation in Results
   Remuneration for participation in meetings
   Commissions
   Other (d.II)
Post-employment benefits
Termination benefits of the exercise of the Office
Stock-based compensation 4,400,016.93 4,400,016.93
Total 5,806,707.70 23,678,391.07 542,700.00 30,027,798.77


Total remuneration Board of Directors, the Statutory Board and of the Supervisory Board scheduled for 2018

  Board of Directors Statutory Board Supervisory Board Total
Total number of members 9.00 6.00 3.00 18.00
Number of paid members 9.00 6.00 3.00 18.00
Fixed Annual Remuneration 7,214,009.00 15,076,700.00 705,600.00 22,996,309.00
   Base Salary ("Fixed") 4,824,004.00 11,612,402.00 588,000.00 17,024,406.00
   Direct and indirect benefits 39,204.23 1,141,817.67 1,181,021.90
   Remuneration for Committees 1,155,000.00 1,155,000.00
   Other (d.i) 1,195,800.77 2,322,480.33 117,600.00 3,635,881.10
Annual Variable Compensation 22,775,097.00 22,775,097.00
   Bonus ("Variable Remuneration") 22,775,097.00 22,775,097.00
   Participation in Results
   Remuneration for participation in meetings
   Commissions
   Other (d.II)
Post-employment benefits
Termination benefits of the exercise of the Office 5,011,425.00 5,011,425.00
Stock-based compensation 4,217,169.00 4,217,169.00
Total 7,214,009.00 47,080,391.00 705,600.00 55,000,000.00

Comments:

Total number of members: Total number of members corresponding to the annual average number of each organ calculated monthly.

Number of paid members: Number of Directors and advisers with remuneration assigned recognized in profit or loss for the financial year, corresponding to the average annual number of paid members of each body, found that effectively receive remuneration.

Stock-based Compensation: In this item are considered remuneration based on the Phantom Share Plan 2017 and the Option plan. In relation to the Option plan, the company believes that the values contained in this item should not be considered as remuneration, since the shares are acquired by its executives, therefore, the indication of these values it aims to only meet a requirement of CVM and should not be considered for labor, tax and social security purposes.

Contributions to social security: As the company is subject to the regime of law No. 12,546/2011, which deals with the payroll tax exemption, the collection of social security contribution by the company is performed globally, based on a percentage of gross revenue, regardless of the number of employees or the value of the remuneration of each. Thus, it is not possible to identify the value of the social security contributions are recognized in the result of the company relating to the remuneration of the Board of Directors, Statutory Board and Audit Committee. For this reason, the items "d i" and "d. ii" are not filled.

Source: 2018 Management's Proposal for Shareholder's General Meeting – filed on March 27, 2018.

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