The Company adopts additional measures to protect the interests of all its shareholders, to which the following rights are guaranteed:

Tractebel Energia’s Corporate Bylaws prescribe that any dispute between its shareholders, principally in relation to the capital markets and corporate law, should be settled through the Market Arbitration Panel – an independent and confidential body for resolving disputes under the auspices of BM&FBovespa.

Management Structure

GRI G4-34

The highest level in the Company’s management hierarchy is the General Shareholders’ Meeting, and below this, the Board of Directors and the Management Board.

Management Organization Chart (as at 12/31/2015)

Board of Directors

The Corporate Bylaws and the Board of Directors’ Internal Charter – available from the Company’s website – establish the functions of the Directors and Executive Officers as well as the rules for the delegation of authority. Among the principal functions of the Board of Directors, are to:

  • Establish the Company’s mission, vision, values, policies and goals;
  • Decide the strategic business objectives and ensure implementation of organizational structures and procedures in order to achieve these objectives;
  • Ensure that clarifications are provided to shareholders; and
  • Elect and remove the executive officers and establish their duties as well as supervise the management of these executives.

The Company’s Bylaws establish that the Board of Directors must consist of no less than five and no more than nine effective members and an equal number of alternates, all elected at a General Shareholders´ Meeting (GSM) for two-year terms of office. Members are eligible for reelection. One member and his alternate represent the employees, elected by the direct vote of the employees and approved at a GSM. At least 20% of the board members must be independent, as required by Novo Mercado Listing Regulations. The Chairman of the Board does not hold an executive position in the Company. Self-evaluation by board members is undertaken annually and the result registered in publicly disclosed minutes.


Breakdown of the Board of Directors (as of 12/31/2015)
Full members Alternates
Maurício Stolle Bähr – Chairman Patrick Charles Clement Obyn
Philip Julien De Cnudde – Vice Chairman Pierre Victor Marie Nicolas Devillers
Antonio Alberto Gouvêa Vieira – Minority shareholders’ representative Luiz Leonardo Cantidiano Varnieri Ribeiro – Minority shareholders’ representative
Dirk Achiel Marc Beeuwsaert Gil de Methodio Maranhão Neto
Luiz Eduardo Simões Viana *
José Pais Rangel – Minority shareholders’ representative José João Abdalla Filho – Minority shareholders’ representative
Manoel Arlindo Zaroni Torres André de Aquino Fontenelle Canguçu
Roberto Henrique Tejada Vencato – Employee representative Luiz Antônio Barbosa – Employee representative
Willem Frans Alfons Van Twembeke José Carlos Cauduro Minuzzo

*Position temporarily vacant due to the resignation of one of the members – temporarily substituted by the then alternate, no new appointment having since been made.

Fiscal Council

Tractebel Energia’s Fiscal Council has been permanently installed since 2013. It has the duties of analyzing the Company’s Financial Statements, supervising the activities of the Management Board and the evaluation of risk management systems and the internal controls. In the event that additional services are agreed with the independent audit company which audits the Financial Statements, it is also incumbent on the Fiscal Council to evaluate the proposals to be submitted to the Board of Directors.

The Fiscal Council comprises from three to five effective members and an equal number of alternates, elected by the General Shareholders´ Meeting for a term of office of one year, members being eligible for reelection.

Breakdown of the Fiscal Council (as of 12/31/2015)
Full members Alternates
Manoel Eduardo Lima Lopes Ailton Pinto Siqueira
Carlos Guerreiro Pinto Manuel Eduardo Bouzan de Almeida
Paulo de Resende Salgado Flávio Marques Lisboa Campos


ONE OF THE MEMBERS OF THE COMPANY’S BOARD OF DIRECTORS IS AN EMPLOYEE REPRESENTATIVE, ELECTED BY DIRECT VOTE AND RATIFIED BY THE GENERAL SHAREHOLDERS’ MEETING


Committees

Tractebel Energia has nine committees to assist Management in taking decisions on specific matters. The committees have a consultative function and are as follows:

  • Strategic Committee | Handles such matters as the selection and monitoring of expansion projects for the generator complex and the monitoring of trends in the electricity industry. It is common for Tractebel Energia’s officers as well as outside guests to be invited to speak on pre-selected matters on the Committee’s agenda.
  • Human Performance Committee | The aim of this body is to ensure the implementation of the fundamentals of human performance in order to minimize lapses or human error at the plants operated by Tractebel Energia and its subsidiaries.
  • Financial Committee | Submits policies to the Management Board for investments, prepayments and anticipation or postponement of receivables. It is also incumbent on this committee to select the financial institutions with which the Company has an interest in working and to identify asset-liability mismatches, proposing hedging operations where necessary.
  • Energy Committee | Proposes Tractebel Energia’s commercialization guidelines – including participation in auctions –, purchase and sale prices, quantitative limits for energy contracts eligible to comprise the Company portfolio, this in turn involving the monitoring of the electric power market.
  • Risk Management Committee | Identifies and classifies events that result in risks to the businesses, according to their probability and significance, and defines the respective control procedures. The Committee is responsible for raising the awareness in the handling of corporate risk and defining goals and guidelines for risk management.
  • Innovation Committee | Stimulates the development of ideas that add value to the Company. It receives and evaluates proposals, recommending to the Management Board allocation of funds for selected initiatives as well as actions for recognizing the proponents of such proposals. In addition, the Committee collaborates so that the Company participates in contests focused on innovation and promoted by the ENGIE Group.
  • Tax Planning Committee | In the light of the tax legislation, decides which cases and under what circumstances Tractebel Energia should challenge administrative and judicial rulings. Also presents suggestions, which can generate tax credits, including those arising from new projects taking into account opportunities for reducing the tax take.
  • Sustainability Committee | Contributes to consolidating sustainability as part of the Company’s corporate culture, proposing goals and actions in sustainable development to the Management Board, adopting the necessary coordination with the organizational units in order to execute the same. Stimulates initiatives and evaluates requests for support of actions benefiting communities in regions surrounding the head office and plants – whether already in operation or under construction. In addition, the Committee promotes education in sustainability for internal and external stakeholder audiences. The employee representative with a seat on the Board of Directors is one of the committee members.
  • Special Independent Committee for Transactions with Related Parties | With a view to fine tuning corporate governance practices, Tractebel Energia and its parent company ENGIE, took the decision to set up an independent committee for assessing transactions with related parties. The committee is installed by the Board of Directors whenever the Company intends to negotiate any transaction with related parties. It is the Committee’s responsibility to negotiate and recommend or otherwise, the execution of these transactions, thus making the process more transparent and secure. The Committee comprises from three to five members, the majority of which, representatives of the minority shareholders with seats on the Board of Directors.


COMPRISING SPECIALISTS DRAWN FROM DIFFERENT AREAS OF TRACTEBEL ENERGIA, THE ADVISORY COMMITTEES LEND ADDITIONAL EXPERTISE TO MANAGEMENT DECISIONS


Management Board

As enshrined in the Corporate Bylaws, the Chief Executive Officer’s responsibilities are to chair the meetings of the Management Board, coordinate and guide the activities of the other executive officers, to allocate special activities and tasks for executing the resolutions of the Board of Directors and the Management Board.

The Chief Executive Officer and the remaining executive officers are nominated by the Board of Directors and elected by the GSM. The Management Board works on a collegiate basis, the approach to matters on the agenda being a matricial one, albeit respecting the specific functions of each board member.

Breakdown of the Management Board (as at 12/31/2015)
Name Position
Manoel Arlindo Zaroni Torres Chief Executive Officer
José Carlos Cauduro Minuzzo Energy Production Officer
Marco Antônio Amaral Sureck Energy Commercialization Officer
José Luiz Jansson Laydner Projects Development and Implementation Officer
Eduardo Antonio Gori Sattamini Finance and Investor Relations Officer
Edson Luiz da Silva Planning and Control Officer
Júlio César Lunardi Administrative Officer

Codes and policies

Tractebel Energia conducts its activities and relations with stakeholders based on codes and policies, which express its corporate values and organizational culture. In this way, the Company shares the principles and procedures in these instru-ments with its various stakeholders. The resulting interaction fosters social capital and relationships.

The codes and policies to be found in the website are described below.

  • Code of Ethics | GRI G4-DMA (Promotion of public policies) A compendium of principles to be followed by all those either directly or indirectly involved with corporate responsibilities, Tractebel Energia’s Code of Ethics, approved by the Board of Directors, is in its third edition and aligned with the guidelines enshrined in ENGIE’s Ethics and Compliance Program. The document is based on Tractebel Energia’s values, providing guidance as to the conduct to be adopted by all in seeking to fulfill the Company’s Mission and Vision. On joining Tractebel Energia, all employees and directors receive a copy of the Code of Ethics as well as undergoing regular training on guidelines and procedures included in the document. Tractebel Energia also makes the Code available to its commercial partners, suppliers and subcontractors. The document can be accessed in digital format both on the intranet as well as through the corporate website in both Portuguese and English versions. It is also available in audio in the same languages. GRI G4-56
  • Environmental Code | Sets out the Company’s commitments to the environment and sustainable development.
  • Sustainable Management Policy | Expresses the Company’s commitment to quality, the environment, occupational health and safety, social responsibility and energy management.
  • Policy on Climate Change | Establishes commitments and actions contributing to the mitigation of climate change as well as for the adaptation to its consequences.
  • Human Rights Policy | Launched in 2015, the policy establishes the commitments and the guidelines involving respect for human rights in relation to company projects, operations and the value chain. Tractebel Energia and its subsidiaries aim to be proactive agents in protecting human rights within their sphere of influence. This policy formalizes the commitment to the theme concomitantly with the Company’s Code of Ethics, guidelines issued by ENGIE and the principles of the United Nations Global Compact.
  • Stakeholder Engagement Policy | Ratifies the commitment to comply fully with the pertinent legal requirements and details the procedures that must be adopted by the Company and its subsidiaries in the relationship with its stakeholders in the development, installation and operational stages of the power generation plants under their responsibility.
  • Trading and Disclosure Policy | Lays down the practices for disclosure and the use of corporate information as well as for the trading of securities issued by Tractebel Energia such as shares and debentures.
  • Investments and Derivatives Policy | Establishes criteria for investing available resources in the financial market and limits for the use of derivative products.
  • Online Privacy Policy | Regulates the obtaining, use and release of personal information on users of its websites and services.

Internal controls

MOSAIC is an internal controls program employed by all companies controlled either directly or indirectly by ENGIE. It was installed at Tractebel Energia in 2005 to ensure compliance with Sarbanes-Oxley legislation. All operations are included in 14 processes, which are in turn subdivided into 65 sub-processes. In addition to evaluating internal controls through the use of processes and sub-processes. The program also assesses the overall control environment, based on Committee of Sponsoring Organizations of the Treadway Commission (COSO) methodology. COSO is a joint initiative of five private sector organizations – American Accounting Association; American Institute of Certified Public Accountants (CPAs); Financial Executives International; The Association of Accountants and Financial Professionals in Business; and The Institute of Internal Auditors -, created in the United States in 1985 for adopting preventive measures to avoid fraud in internal corporate procedures and processes.

In addition, the results of the internal audit tests and the evaluation of the overall controls environment are approved by the Chief Executive Officer and by the Finance and Investor Relations Officer and then submitted to the Fiscal Council and the Board of Directors.