Independent Committee 2018

Minutes of the Board of Directors

Ata RCA – 28/02/2018*

Material Facts and Notices to the Market

Notice to the Market – 2018/02/24
Material Fact – 2018/02/28
Material Fact – 2018/03/12

Independent Committee

  • Organization of the Committee
NAME POSITION
Luiz Alberto Colonna Rosman Coordinator
André Béla Janszky Member
Carlos Mário da Silva Velloso Member
Wilson Nélio Brumer Member

 

  • Curriculum of the members of the Independent Committee

Luiz Alberto Colonna Rosman (coordinator of the committee)

Mr. Rosman was appointed as coordinator of the 2018 Independent Committee by the members of the Company’s Board of Directors, in a meeting held on February 28, 2018. Currently, he occupies the position of independent member of the Board and of member of the Audit and Financial Committees of the Company.

He is hereby nominated to be reelected as an Independent Member of the Board, in accordance with the Management’s Proposal submitted to the Annual Shareholders’ Meeting, available to the market on the websites of the Company and of the Brazilian Securities and Exchange Commission (CVM).

Mr. Rosman has undergraduate degrees in Economics (1977) and in Law (1978), in addition to a Master’s Degree in Economy Law (1983) from the Institute of Studies of Economy Law [IEDE – Instituto de Estudos de Direito da Economia], a course organized and coordinated by José Luiz Bulhões Pedreira and Alfredo Lamy Filho. He was a Corporate Law professor in the Judicial School [Escola de Magistratura] of Rio de Janeiro, Brazil (1995-2000) and in the Graduate Course of Business Law (Corporate Law and Securities Market) of Getúlio Vargas Foundation [Fundação Getúlio Vargas], Rio de Janeiro, Brazil (2002-2005). Since 1995, Mr. Rosman has been a partner of “Rosman, Penalva, Souza, Leão, Franco Advogados”, which was renamed to new denomination of “Bulhões Pedreira, Bulhões Carvalho, Piva, Rosman e Souza Leão Advogados”, legal office he joined in 1983.

André Béla Jánszky

André Jánszky has been working for over 40 years in the areas of Securities Markets, Mergers and Acquisitions (M&A), Corporate Governance and Restructuring. He was partner of two renowned American law firms, Shearman & Sterling e Milbank, Tweed, Hadley & McCloy, both based in New York, but with global operations. André was the partner responsible for the Latin American Department at Shearman and Milbank, as well as for leading the IPO of both in Brazil, working as managing partner of both offices.

André has been critical in countless transactions that were key to the Brazilian market, such as the privatization of Vale, the merger of Itaú and Unibanco, the IPOs of Redecard, Santander, Cyrela, Pão de Açúcar, Unibanco, Gol and Bunge, among others, such as the sale of wind assets from Renova to Terraform.

André was born and raised in Brazil, has a degree in law from the United States, and is proficient in English, Portuguese and Spanish, among other languages. He shares his time between Brazil and New York, providing advice in the areas of corporate governance, compliance and anticorruption.

André is a member of the Board of Directors of Gol, and Chairman of the Statutory Audit Committee and of the Corporate Governance and People Committee. He also worked as member of the Board of Directors of Rio Grande Energia.

Carlos Mário da Silva Velloso

Appointed as member of CCR’s Independent Committee on March 12, 2018.

Mr. Carlos is a lawyer and his work is focused mainly on legal advice and on issuing legal opinions and reports. He is an honorary member of the National Commission of Constitutional Studies [Comissão Nacional de Estudos Constitucionais] of the Federal Council of the Brazilian Bar Association [OAB – Ordem dos Advogados do Brasil]. He is retired minister, former president of the Federal Supreme Court and of the Superior Electoral Court. Mr. Velloso is an emeritus professor of the Law Schools of the University of Brasília [UnB – Universidade de Brasília] and of the Pontifical Catholic University of Minas Gerais [PUC/MG – Pontifícia Universidade Católica de Minas Gerais], in which he was the sitting professor Constitutional Law and of General Theory of Public Law. He also taught Constitutional Law at the Law School of UFMG and at Brasília Institute of Public Law [IDP – Instituto Brasiliense de Direito Público]. He is a member of Brazilian and foreign cultural entities. Member of the International Academy of Law and Economics [Academia Internacional de Direito e Economia], of the Brazilian Academy of Legal Language & Literature [Academia Brasileira de Letras Jurídicas], of the Minas Gerais Academy of Legal Language & Literature [Academia Mineira de Letras Jurídicas], of the Brazilian Academy of Constitutional Law [Academia Brasileira de Direito Constitucional] (sitting member), of the Brazilian Academy of Tax Law [Academia Brasileira de Direito Tributário], of the Brazilian Academy of Fiscal Law [Academia Brasileira de Direito Financeiro], affiliated to the International Fiscal Association (IFA), The Hague, Netherlands, of the Association Française des Constitutionnalistes, France. Mr. Velloso is also a member of the Advisory Council of The Brazil-United States Legal & Judicial Studies Program, of the American University Washington, D.C., and of the Superior Council of the Center for Advanced Studies in Control and Public Administration of the Court of Auditors of the Union. He is author of the book “Temas de Direito Público” and, co-authoring with Walber de Moura Agra, he published the book “Elementos de Direito Eleitoral”, Editora Saraiva. He is one of the authors of the book “La Nouvelle République Brésilienne”, which is part of the “Collection Droit Publique Positif”, led by professor Louis Favoreu, Edit. Economica, France. With several authors, he has around forty legal books published and around one hundred legal articles published in specialized magazines. Books published in his honor: “Construindo o Direito Tributário na Constituição – uma análise da obra do ministro Carlos Velloso”, coordinated by the professor Misabel Derzi; “Transação e Arbitragem no Âmbito Tributário”, coordinated by the professor O. Othon de P. Saraiva Filho; “Estudos: Direito Público”, coordinated by the professors Ives Gandra Martins, Patrícia Roset and Antônio Carlos Rodrigues do Amaral; “Segurança Jurídica e Protagonismo Judicial – desafios em tempos de incertezas”, coordinated by the Judge Werson Rêgo.

Wilson Nélio Brumer

Mr. Wilson Nélio Brumer was appointed as member of the 2018 Independent Committee by the members of the Company’s Board of Directors, in a meeting held on February 28, 2018. Currently, he occupies the position of independent member of the Board of the Company and of member of the Audit Committee of the Company.

He is hereby nominated to be reelected as an Independent Member of the Board of the Company, in accordance with the Management’s Proposal submitted to the Annual Shareholders’ Meeting of the Company, available to the market on the websites of the Company and of the Brazilian Securities and Exchange Commission (CVM).

He has a degree in Business Administration from the School of Economics, Administration and Accounting [FUMEC-BH – Faculdade de Economia, Administração e Contabilidade] (1975), with specialization courses abroad. He worked at CVRD – Companhia Vale do Rio Doce from 1976 to 1992 occupying several positions, highlighting the positions of Chief Financial Officer and of Market Relations Officer from 1988 to 1990 and of Executive Chairman and Vice Chairman of the Board of Directors from 1990 to 1992. He was a Member of the Board of Directors of USIMINAS from 1991 to 1992. From 1992 to 1998, he worked as Executive Chairman and Vice Chairman of the Board of Directors of ACESITA – Companhia Aços Especiais Itabira. From 1998 to 2002, he worked as Chairman of the Brazilian Board of Directors of BHP Billiton. From 2003 to 2007, he worked in the Government of the State of Minas Gerais as Secretary of Economic Development. During this period, he worked as Coordinator of the Strategic Group for the Promotion of the Government of Minas Gerais (2007); as Member of the Board of Directors of Companhia Energética de Minas Gerais – CEMIG (April 2007 to March 2008); as Chairman of the Board of Directors of Companhia Energética de Minas Gerais – CEMIG (2003 to 2007); as Chairman of the Board of Directors of Companhia de Desenvolvimento Econômico de Minas Gerais – CODEMIG (2003 to 2007); as Chairman of the Superior Council of Instituto de Desenvolvimento Integrado de Minas Gerais – INDI (2003 to 2007); as Vice-Chairman of the Board of Directors of Banco de Desenvolvimento de Minas Gerais S/A. – BDMG (2003 to 2007). From 2007 to 2010, he worked in Usiminas as Executive Chairman (2010 to 2011), as member of the Board of Directors (2007 to 2008) and as Chairman of the Board of Directors (2008 to 2010). He also worked as a member of the Boards of Directors of Metso Corporation – Finland (2014 to 2017).

He is currently Chairman of the Board of Directors of Direcional Engenharia S.A. and Medabil S.A., Chairman of the Board of Trustees of Fundação Renova, member of the Advisory Board of Transpes S.A. and Manager of B&P Investimentos e Participações.

 

  • Advisors of the Committee
  1. Tozzini & Freire Advogados
  2. Steptoe & Johnson

 

  • Advisors of Tozzini
  1. Control Risks

 

Independent Committee – Airports

Minutes – Independent Committee
Minutes of Board of Directors Meetings
Material Fact
Announcement Extraordinary Shareholders Meeting
Press Release – Hours
CCR Independent Committee’s Reccommendation
Management Proposal
Description of Assets
Summary Report Prepared by the Legal Advisors
Appraisal Report

As announced on August 29, 2011, the Board of Directors of CCR met on this date, and pursuant to the best practices in governance and transparency, adopted the following resolutions: (i) authorization of a market analysis to assist the Company‘s shareholders to make a decision regarding the possibility of amending its bylaws to include operations in the field of airport infrastructure; (ii) the establishment of an Independent Committee to analyze the potential acquisition of assets, pursuant to the best practices of transparency and independence, in line with the opinion of CVM Guidance Opinion 35 of September 1, 2008 (“CVM Opinion 35/08”), stating at the outset that those Shareholders who own the Assets in question are as of now prevented from voting on the decision of their acquisition; (iii) the convening, at a future date to be confirmed, of an Extraordinary Shareholders Meeting to deliberate on the respective amendment to the Company‘s corporate purpose and the acquisition of the Assets; and (iv) the publication of this Material Fact.

In view of the aforementioned, the composition of the independent committee, as well as résumés of its members are as follows.

Bylaws of the Independent Committee

Minutes – Independent Committee
Minutes of Board of Directors Meetings
Material Fact
Announcement Extraordinary Shareholders Meeting
Press Release – Hours
CCR Independent Committee’s Reccommendation
Management Proposal
Description of Assets
Summary Report Prepared by the Legal Advisors
Appraisal Report

Ana Dolores Moura Carneiro de Novaes. Born on January 23, 1962, Ms. Carneiro Novaes was reelected to the position of independent member on the Board of Directors of the Company. In addition to being a Companhia de Concessões Rodoviárias board member since April 2002, currently, she is a member of the Board of Directors of CPFL Energia (since April 2007) and Metalfrio (since May 2009). Previously, she was a consultant to the Audit Committee of Companhia Siderúrgica Nacional (August 2005-July 2011); director of investments at Pictet Modal Asset Management S.A. (1998-2003); and variable income analyst for Banco de Investimentos Garantia (1995-1997). She worked for the World Bank in Washington, D.C. between 1991 and 1994, and also taught macroeconomics at the Pontifical Catholic University of Rio de Janeiro (2003) and the Federal University of Pernambuco (1st semester 1991). Between 2008 and 2010, was a partner at Galanto Consultoria do Rio de Janeiro for services and advice in the field of corporate governance. Currently she is the lead partner and founder of Oitis Consultoria Econômica e Financeira Ltda.

Henrique Sutton de Sousa Neves. Born on June 22, 1954, Mr. Sousa Neves was reelected as an effective member of the Company‘s Board of Directors. Mr. Sousa Neves graduated in Law from the Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ) and Advanced Management Program at the Harvard Business School. Mr. Sousa Neves is the Managing Director of Sociedade Beneficente Israelita Brasileira Albert Einstein, and is responsible for the organization‘s day-to-day activities. After working for the Shell Group abroad, he returned to Shell Brasil and held successive positions as Vice President of Corporate Affairs, Domestic Markets and Retail (1993-1998). He was CEO of Brasil Telecom (1998-2001) and Brasil Telecom Participações (1998-2002). He worked at Compass Consultoria (2002-2005) and was CEO of Viação Aérea Riograndense – Varig S/A (2005). During his management, Brasil Telecom, Brasil Telecom Participações and Varig were publicly held companies.

Luiz Ribeiro. Born on January 4, 1968, Mr. Ribeiro was invited to become a member of the independent committee based on his extensive experience on the national and international financial markets. Mr. Ribeiro holds a degree in Business Administration from the University of São Paulo – USP and an MBA from the Brazilian Institute of Capital Markets – IBMEC and the Management Development Program – INSEAD – Abu Dhabi. He is a Chartered Financial Analyst – CFA. Mr. Ribeiro was Head of Latin America for the ADIA – Abu Dhabi Investment Authority, and also Head of Equities at HSBC Offshore Brazil and Investment Officer at the IFC – International Finance Corporation – World Bank.Previously, Mr. Ribeiro also held positions at ABN Amro (Senior Portfolio Manager), Dibran DTVM (Trader), Credicard (Financial Analyst) and PwC (Junior Auditor).

Luiz Alberto Colonna Rosman. Born in Rio de Janeiro, Mr. Rosman was invited to become a member of the independent committee based on his extensive experience with respect to corporate law and corporate governance. He earned degrees in Law in 1978 and in Economics (1977), Rio de Janeiro, Brazil. He was Head Professor of “Corporate Law” at the School of Magistrates of Rio de Janeiro, Brazil (1995-2000) and the Postgraduate course in Business Law (Corporate Law and Capital Markets) of the Getulio Vargas Foundation, Rio de Janeiro, Brazil, from 2002 to 2005. Since 1995 Mr. Rosman has been a partner at Rosman, Penalva, Souza, Leo Franco Attorneys.

Linked Files to Download:

» By-laws of the Independent Committee

Independent Committee 2015 – NASP Project

Minutes of Board of Directors Meetings – 06/15/2015
Material Fact – 06/15/2015
Internal Rules – Independent Committee
Summary of the Opinion – Independent Committee
Document of Cession of Sellers to CCR
Option Period Extension Document
Minutes of Board of Directors – 10/21/2015
Material Fact – 10/21/2015
Letter Accepted New by CCR
Presentation – Project NASP
7th amendment to the option contract
8th amendment to the option contract
9th amendment to the option contract
10th amendment to the option contract
11th amendment to the option contract