The Board of Directors is a collegiate deliberation body, responsible for the general orientation of the Company's business, including its long-term strategy. It is also responsible, among other attributions, for the election of the directors and oversight of the respective management. Decisions of the Board of Directors shall be taken by the affirmative vote of a majority of its members. In case of a tie, the matter will be sent to a new meeting for deliberation with the participation of all the members. The approval of certain matters is subject to a qualified quorum in the Board of Directors.
São Martinho's Bylaws establishes a number of 7 board members. Board members are elected at a shareholders 'meeting for a term of two years, and may be dismissed by the Company's shareholders at a shareholders' meeting. The current members of the Board of Directors of São Martinho were elected by means of the Ordinary General Meeting on July 29th of 2022.
The table below lists the names and positions of the current members of São Martinho’s Board of Directors:
Graduated in Business Administration from FAAP - Fundação Armando Alvares Penteado (2000), specialized in Finance from FIA, São Paulo/SP (2003), Asset Management from the New York Institute of Finance, New York/NY (2009), Strategy and Innovation from the Wharton School, Pennsylvania (2007) and Executive Education in Strategy from the GE Management Institute, Crotonville, New York/NY (2015). He participated in the Management Counselor Training Course at IBGC, São Paulo/SP (2010), an entity of which he is a member, and in the Counselor Development Program at Fundação Dom Cabral, Nova Lima/MG (2017). He worked for twelve years in the financial market, starting his career in the credit area of ??BankBoston Banco Múltiplo (1998/2004), and later worked as Portfolio Manager - at BankBoston Asset Management (2004/2006) and Itaú Asset Management (2006/2008). He was a Member of the Board of Directors of Nova Fronteira Bioenergia S.A. (2016/2017), a joint venture between São Martinho and Petrobras Biocombustível S.A., whose main objective, through Usina Boa Vista, was to expand ethanol production in the Central region. West. He was a member of the Board of Directors of Landco Empreendimentos e Participações S.A. (April/2016 to May/2017) and Vale do Mogi Empreendimentos Imobiliários S.A. (August/2014 to May/2017). In 2019 he served as a member of the advisory board of BP - Beneficência Portuguesa de São Paulo.
Graduated in Business Administration from the University of Ribeirão Preto (1988), he completed the Specialization Course in Administration at Fundação Getúlio Vargas - São Paulo (1990) where he specialized in Agricultural Administration. He began his career at Usina São Martinho S.A. - Açúcar e Álcool acting as Executive Manager (1984/1997). At Usina São Martinho S.A. he held the positions of Executive Manager (1997/1998) and from October 15, 1999 he held the positions of Agricultural Director, Unit Director and Agroindustrial Director. At Luiz Ometto Participações S.A. he was elected Director in 1986 and from 1987 onwards he held the position of Vice-President Director. Member of the Advisory Board of the Copersucar Technology Center (2001/2004) and member of the Board of Directors of Santa Cruz S.A. Açúcar a Álcool (2011/2014). He was Chairman of the Board of Directors of Nova Fronteira Bioenergia S.A. (2010/2017), a joint venture between São Martinho and Petrobras Biocombustível S.A. whose main objective, through Usina Boa Vista, was to expand ethanol production in the Central-West region. He was a Member of the Board of Directors of ABAG - Brazilian Agribusiness Association of the Ribeirão Preto Region - SP, President of the Deliberative Council - SIAESP - Sugar Industry Union in the State of São Paulo and President of the Board of Directors of São Martinho S.A. (Jul /2018 to Jul/2020). He was CEO of Agropecuária Caieira do Norte (2019 to 2023). He is currently Vice-President of the Board of Directors of São Martinho S.A.
Chairman of the Board of Whirlpool S.A. has worked at Whirlpool for over 27 years. He was President of LATAM and Vice-President of Whirlpool Corporation and has also served as President of Embraco, Whirlpool's compressor unit in Canada and Mexico. In addition to Director of Finance Information Technology Strategic Planning and Market Relations for Latin America. He was the main leader of the financial area in the United States and responsible for Whirlpool Latin America's operations in Argentina and Chile. Brega has a degree in Business Administration from Fundação Getúlio Vargas and since 2016 has been an Advisory Member of AACD. Certified in 2024 by the Brazilian Institute of Corporate Governance as “Experienced Management Advisor”.
Graduated in Business Administration from EAESP – Fundação Getúlio Vargas (1993), specialization in Strategic Management, Total Quality Management and Human Resources Management from the Certificate of Special Studies in Administration and Management program at Harvard Extension School – Harvard University (1994). In 2017, he participated in the Counselor Development Program at Fundação Dom Cabral. He started at Santa Cruz S.A. Açúcar e Álcool in 1995 and was elected Director in 1996, a position he held until 2014. He was a member of the Board of Directors of Landco Empreendimentos e Participações S.A. (April/2016 to May/2017) and Vale do Mogi Empreendimentos Imobiliários S.A. (August/2014 to May/2017). Member of the Board of Directors of São Martinho S.A. since July 29, 2016. Director of Agro Pecuária Boa Vista S.A., Cia Agrícola Debelma, Debelma Participações S.A., Agro Pecuária Vale do Corumbataí S.A, Director Vice-President of Luiz Ometto Participações S.A., Director Vice-President of Imobiliária Paramirim S.A. and Member of the Deliberative Council of UNICA (Sugarcane Industry Union).
Graduated in Chemical Engineering from the Federal University of Rio de Janeiro (1971). He began his professional career holding positions at the Ministry of Industry and Commerce at the Industrial Development Council (CDI) as advisor to the Minister Executive Secretary of the Executive Committee for Pulp and Paper, coordinator of sectoral groups at the Industrial Development Council - CDI (1971/1977). He also worked at Companhia Vale do Rio Doce as Director of the Wood Pulp and Environment Area and held positions as superintendent (Wood and Pulp), manager of the Department of Studies and Projects, consultancy manager – Vice-presidency and Board of Directors (1977/1989) and later as Director of the Forest Products, Environment and Metallurgy Area (1990/1993). During this period in which he served as Director of Companhia Vale do Rio Doce, he was a member of the Board of Directors of the following companies: Florestas Rio Doce S.A.; Alunorte - Alumina do Norte do Brasil S.A.; Aluvale - Vale do Rio Doce Alumínio S.A.; Itabira Internacional Co. Ltda; Bahia Sul Celulose S.A.; Mineração Rio do Norte S.A.; Rio Capim Química S.A.; Usiminas S.A. and Companhia Siderúrgica de Tubarão; as well as member of the Advisory Board of the Companies: Celulose Nipo-Brasileira S.A. - Cenibra and Cenibra Florestal S.A.; Albrás - Alumínio Brasileiro S.A.; Companhia Docas do Espírito Santo S.A. - Codesa and Rio Doce Geologia S.A. - Dcegeo and Portocel - Terminal de Exportação de Porto do Riacho S.A. At Celulose Nipo-Brasileira S.A. - Cenibra Florestas do Rio Doce S.A. he served as Chief Executive Officer (1989/1990 ). He was Managing Director of Bahia Sul Celulose S.A. (1993/2001) and later of Suzano Papel e Celulose S.A until 2006. He held the Presidency of the Board of Directors of CPFL Energia (2010/2017) and was a Counselor of CCR in 2016 and President of this Board in 2017. He was also a member of the Board of Directors and Coordinator of the Audit Committee of Suzano Holding S.A. (2019/2021) and member of the Board of Directors and Financial and Audit Committee of Vale S.A.
Graduated in Business Administration from the Instituto Superior de Ciências Aplicadas Associação Limirense de Educação and participated in the Oliveira and Bernhoeft Associados Successor Training Project. In 1987 he began his professional activities at São Martinho (Iracema Unit) where he worked until 1999 in various administrative roles as a member of the Management Committee and Board Advisor. He was Director of Valbras Tratores e Peças Ltda. (1994/1999). He was a member of the Board of Directors of Landco Empreendimentos e Participações S.A. (April/2016 to May/2017) and Vale do Mogi Empreendimentos Imobiliários S.A. from (August/2014 to May/2017).
He has an International Executive MBA from FIA-USP and specialization courses in business from Harvard University Michigan University; INSEAD and Singularity University. She developed her career as a Consulting Partner at PwC where she worked for 38 years (until 2009). As a consultant, she acted as an agent of change and organizational transformation. For the last ten years at PwC he led the consulting practice in South and Central America in the Organization People & Change Management and Family Business line of business. He was CEO at Participações Morro Vermelho S.A. for 7 years (2009/2016) and member of the Board of Directors of Copel S.A. - Companhia Paranaense de Energia S.A (2017 to March/2021). Supported councils and companies to implement robust business and family governance models and new management systems.
According to the Brazilian corporation law, the Fiscal Council is an independent management body from the Company and external auditors.
The main responsibilities of the Fiscal Council are to audit São Martinho’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive compensation not lower than 10% of the average compensation of the board of directors.
São Martinho's Bylaws provides for a Fiscal Council composed of 3 effective members and an equal number of alternates, elected by the General Meeting, for a term of 2 years, reelection permitted.
Bachelor of Laws (1991) from the University of São Paulo (USP). For over 30 years, he has represented companies in complex mergers and acquisitions, structuring projects and international contracts. He combines this practice with extensive experience (national and international) in the area of ??arbitration representing companies and as an arbitrator in corporate contractual and construction disputes. Partner of MAP Negociação and Arbitration. For 17 years he participated on the Board of Directors of the BNP-Paribas Group insurance company in Brazil (Cardif) in addition to several Supervisory Boards. PhD in International Law from the Université de Paris X - Nanterre in 2001 where he also obtained a Master in International Trade (1996). He has a Master's degree in International Trade Law (1995) from the University of São Paulo. He was a Professor at Fundação Getúlio Vargas (2002/2013). Author of the books ““Le hardship dans le droit du commerce international Emile Bruylant/FEC-Feduci 2003” “International technology transfer contract – Patent and Know-How” Livraria dos Advogados in addition to having organized collective works and published several legal articles in area of ??international contracts and arbitration. Guest Researcher at Columbia Law School (2017) and Université de Paris II (2010). He is currently a member of the Board of the ICC Institute on World Business Law (Paris). Member of the Fiscal Council of São Martinho S/A since 2013. Member of the Board of Directors of LPS Brasil Consultoria Imobiliária S/A.
Bachelor's degree in Accounting Sciences (FEA-RP/2003) from the University of São Paulo (USP) Master's degree in Production Engineering (EESC/2007) Doctorate in Science in the area of ??Economics Organizations and Knowledge Management (EESC/2011) Post-Doctorate in Massachusetts Institute of Technology in the area of ??Financial Accounting (MIT – Sloan School of Management/2018) and Associate Professor in Quantitative Methods Applied to Accounting (FEA-RP/2024). Associate Professor at the University of São Paulo (USP) at the Faculty of Economics, Administration and Accounting of Ribeirão Preto (FEA-RP) in the Department of Accounting in the master's and doctorate undergraduate courses. Coordinator of the Postgraduate Program in Controllership and Accounting at FEARP/USP and Coordinator of the MBA Accounting in IFRS and the MBA Corporate Treasury Management at FEA-RP/USP. Experience in the area of ??Administration with an emphasis on Accounting Sciences, working mainly with teaching and research in Financial Accounting, Corporate Finance and Data Analytics. President Director of the National Association of Postgraduate Programs in Accounting Sciences (ANPCONT) member of the American Accounting Association (AAA) and Regional Coordinator for Brazil of the International Accounting Section (IAS|AAA) member of the FEA Accounting Information Research Group -RP|USP (InCont USP) and member of the Management Committee of the CFC and SEBRAE Partner Accountant Program. Author of several books and book chapters, notably Financial Accounting - Interpretation and Application (Ed. Atlas|Gen 2021). Consultant and reviewer on Accounting and Finance matters.
Partner and co-manager of Evolve Capital. With more than 15 years of experience with investments in listed and privately held companies, Rafael has invested in more than 80 companies in Brazil and has solid knowledge of accounting, valuation and business structuring. He participated in several Boards of Directors and Fiscal Councils, taking a collaborative activist approach with portfolio companies with the main objective of generating value for shareholders. Rafael held the positions of Director of Variable Income, Director of the Executive Committee and Private Equity at Rio Bravo Investimentos, in addition to being Director of Investments at Banco Inter. Graduated in Business Administration from Fundação Getúlio Vargas (EAESP/FGV) in 2002 and has been certified as a Chartered Financial Analyst (CFA) since 2011.
Graduated in business administration from FGV - SP in 2002. He joined Claritas in April 2002, working in the Variable Income area until 2021 where he held the position of Head of Analysis. After leaving Claritas at the end of 2021, he joined Evolve Capital where he is partner and co-manager of Variable Income. In addition, he has participated in the board of directors of Direcional Engenharia for 6 years (2013 to 2019) and was a full member of the Fiscal Council of São Martinho S.A and the Fiscal Council of Vamos S.A and is currently a full member of the fiscal council of Direcional Engenharia.
Specialized in Fiscal Councils of public and private corporations. Since 2015, she has served as a member and alternate member of the Fiscal Council of publicly and privately held companies of renowned companies in the market. Solid academic background in Accounting Economic Sciences MBA ESG and specialization in Corporate Governance. With proven experience in improving governance in public and private companies. Independent Fiscal Councilor of several Publicly-Held Companies re-elected in the position for consecutive years, demonstrating trust, recognition and expertise. Responsible for monitoring the performance of administrators, ensuring compliance with legal and statutory duties. She is currently a member of the Fiscal Council of São Martinho SA WLM Participações e Comércio de Máquinas e Veículos SA Bicicletas Monark SA Rossi Residencial SA Minupar Participações SA Terra Santa Properties Agrícolas SA Pettenati Indústria Têxtil SA Companhia de Ferro Ligas da Bahia Kepler Weber SA Irani Papel e Embalagem SA Whirlpool SA Tronox Pigmentos do Brasil SA Mahle Metal Leve SA Tupy SA and Paranapanema SA. Previously she was Fiscal Councilor of the Basic Sanitation Company of the State of São Paulo SABESP; Holder of AES Tietê S.A. Deputy of Companhia Providência Ind. e Com. S.A. Eucatex S.A. São Martinho S.A. Centro de Diagnósticos S.A Banco Pine S.A Santa Maria Participações S.A. and Empresa Luz e Força Santa Maria S.A. From 2013 to 2019 she was an associate in the Governance Solution Corporativa e Consultoria Ltda/ Jorge Lepeltier Consultores Associates in administrative financial coordination, providing business advisory services in the area of ??corporate governance and acting on Fiscal Councils as a full and alternate member in Public and Private Limited Companies, being part of the team of Advisors.
Graduated in Law from the University of São Paulo with specializations in audit committee (Harvard Business School) and internal controls (FIPECAFI). Since 2010, he has served on audit committees of publicly-held companies such as Porto Seguro S.A. and Alpargatas S.A. He is currently a member of the Fiscal Council of Companhia de Ferro Ligas da Bahia - FERBASA and Tronox Pigmentos do Brasil S.A. as well as Coordinator/President of the Terra Legal Affairs Committee Santa Properties Agrícolas S.A.
According to the Company’s bylaws, the Board of Executive Officers is comprised of at least 2 and at most 12 members, one Chief Executive Officer, one Vice-President, one Agroindustrial Officer, four Agroindustrial Officer of Unit, one Financial and Investor Relations Officer, an Administrative Officer, a Commercial and Logistics Officer and a Legal, Governance, Risk and Compliance and Institutional Relations Officer, and one Human Resources, Health and Safety Officer, and positions may be held cumulatively, if permitted by the board of directors.
The table below lists the names and positions of the current members of São Martinho’s Board of Executive:
Graduated in Production Engineering from Politécnica, USP (1988) and INSEAD in Fontainebleau, France (2000). He has over 30 years of experience in Corporate Management, Global Business Management and Commercial Management in the chemicals and plastics industry, with vast experience in managing national and international companies. He started his career at The Dow Chemical, where he held several positions in Brazil and the United States, including Global Business Director and Corporate Strategic Development Director, from 1989 to 2007. In 2007, he took on the challenge of leading São Martinho SA as President (CEO), playing a fundamental role for the Company's strategic growth, tripling its revenue and more than quadrupling its market value, besides positioning the company as one of the largest players in the Brazilian sugar-energy sector. Fabio was a member of the Board of Directors and CEO of Nova Fronteira Bioenergia SA from 2010 to 2017, a joint venture between São Martinho SA and Petrobras Biocombustível SA. He was a member of the Board of Directors of Landco Empreendimentos e Participações SA from 2016 to 2017 and of Vale do Mogi Empreendimentos Imobiliários SA from 2014 to 2017, and Independent Director of Braskem SA from 2018 to 2020. Currently, besides being CEO of São Martinho, Fabio is vice president of the Board of Directors of CTC (Centro de Tecnologia Canavieira).
Graduated in Mechanical Production Engineering, Post-Graduated in Business Administration and holds an Executive MBA from the Federal University of Rio de Janeiro (COPPEAD/UFRJ). Helder Gosling is a professional with more than 30 years of experience in chemical, commodities and food (sugar, ethanol and coffee) Companies, in the import, export and distribution in the domestic market. He has solid experience in the logistics area acquired through his work in Companies such as Copersucar, Solvay, Ipiranga and ED&F Man. He holds the position of Commercial and Logistics Officer of São Martinho S.A. since 2008. He also was Commercial and Logistics Officer at Boa Vista Mill S.A. from 2/23/2017 to 4/2/2018, when it was merged into São Martinho S.A..
Graduated in Business management from FAAP with an MBA in Finance from INSPER - SP, Felipe has over 21 years of experience in the financial industry and vast knowledge in the fields of Controllership, Treasury, Investor Relations and M&A. He began his career at Arthur Andersen and later worked at Banco Bilbao Vizcaya and Banco Bradesco, where he served in the Risk and Corporate Banking areas. Since 2006 in the São Martinho Group, participated in the Company´s IPO and has played a key role in important financial and strategic decisions that have supported the Company in the execution of its growth plan.
Lawyer, graduated in Law from UNIARA, with post-graduation in Civil Procedural Law and Civil Law from the National Graduate Institute - INPG and MBA in People Management from UNIARA. He is currently attending the Global Executive MBA in Corporate business management at FGV in partnership with ISCTE – IUL (Lisbon – Portugal). He joined São Martinho S.A. in 1998 as a lawyer and built his career in the Company. Chairman of the Board of Directors of Usicred, São Martinho S.A. Employee Credit Cooperative, was Director at Uniduto Logística S/A (Feb/2011 to March/2012) and Chairman of the Board of Directors of Coeducar, Cooperativa Educacional de Ensino de Araraquara - SP (Feb/2009 to Feb/2015) - Educational Cooperative of Araraquara – SP, e Chairman of the Board of Directors of Usicred, São Martinho S.A. Employee Credit Cooperative (Feb/2009 to Jul/2021).
Roberto B. Melges holds a bachelor's degree in Economics from Uniara and an MBA in Finance, Controllership, and Auditing from FGV/SP. He has more than 18 years of experience in sugar-energy sector, and extensive knowledge in finance, tax planning and controllership. Melges joined São Martinho in 2005, where he contributed to several projects and led important strategic decisions that helped the company in the execution of its growth plan. He also worked as Finance Director at Usicred, a Credit Cooperative for São Martinho's Employees. He was elected in April/2023, to the Board of Directors of the aforementioned cooperative.
Furthermore, Melges serves as Managing Director in São Martinho's subsidiaries: São Martinho S.A., São Martinho Terras Imobiliárias S.A., São Martinho Inova S.A., São Martinho Logística e Participações S.A., São Martinho Terras Agrícolas S.A., Bioenergética Santa Cruz S.A. He also acts as Director in São Martinho Real Estate Special Purpose Entities (SPEs), including: Residencial Pradópolis SPE Ltda., Residencial Pradópolis II SPE Ltda., Empresarial Nova Iracemápolis SPE Ltda., Residencial Nova Iracemápolis SPE Ltda., SPE Residencial Limeira Ltda., SPE Residencial Recanto das Paineiras Empreendimentos Imobiliários Ltda., SPE Park Empresarial Iracemápolis Ltda., Residencial Jardim Irajá SPE Ltda., Residencial Chinelatto SPE Ltda., Residencial Américo II SPE Ltda., and Residencial Guatapará SPE Ltda.”
Graduated in Agronomic Engineering from the Faculty of Agricultural and Veterinary Sciences of Jaboticabal (FCAVJ - 1987). He specialized in Occupational Safety Engineering from the Pirassununga Survey Engineering Faculty (FEAP - 1993). He postgraduated in Strategic Marketing at the University of Ribeirão Preto (UNAERP - 1998), postgraduated in Business Management at Fundação Getúlio Vargas (FGV - 1999), postgraduated in Marketing at Fundação Getúlio Vargas (FGV - 2000) and postgraduated in Financial Management and Controllership at Fundação Getúlio Vargas (FGV - 2003). He started his professional career at São Martinho Mill helding the following positions: Agronomist, Head of Crop Treatment, Internal Development coordinator, Human Resources manager, was Agroindustrial Director of Boa Vista S.A. Mill and currently holds the position of Agroindustrial Director of São Martinho S.A. at its agroindustrial unit, located in the municipality of Americo Brasiliense - SP.
Graduated in Agronomic Engineering from the "Luiz de Queiroz" School of Agriculture - USP/Piracicaba, with an MBA in Agribusiness Management from Esalq USP. Ivan has already work in companies such as Santa Bárbara Cosan Mill (SP); Distillery Rio Brilhante (MS), Delta Mill (MG) and Carlos Lyra Group (MG), but has been working in São Martinho since 2004. Worked as Agricultural Manager at Iracema Mill until March 2017, when he accepted the challenge to be the agroindustrial director of Boa Vista Mill, a position he held until 4/2/2018, when the mill was incorporated by São Martinho S.A.. He was a member of the Board of Directors of Usicred - Cooperativa de Crédito dos Employees of São Martinho S.A..
Graduated in Chemical Engineering from FEI, with specialization in sugar engineering by Copersucar - SP and MBA in production management at UFSCAR - SP, Monaco has experience of over 35 years in the management of sugarcane production chain, with extensive knowledge in the production of sugar, ethanol, energy and support of the industry system. He began his career at Santa Cruz S.A. – Açúcar e Álcool, working in engineering and Industrial Manager and Industrial Officer. He was a member of the Board of Directors of Usicred, São Martinho S.A. Employee Credit Cooperative.
Graduated in Agronomic Engineering from the Faculty of Agronomy and Zootechnics of Espirito Santo do Pinhal - SP and in Occupational Safety Engineering from the Moura Lacerda University of Ribeirão Preto - SP, with a specialization in Agribusiness Administration from Unaerp de Ribeirão Preto and a Postgraduate Degree in Business Management in Agribusiness by Fundação Getúlio Vargas (FGV) of Ribeirão Preto. Ricardo consolidated his career at São Martinho Group, where he works for 33 years. He joined São Martinho Mill, a group unit located in Pradópolis - SP, in 1988, as an intern. He was Agroindustrial Director of Usina Boa Vista S.A. from 12/20/2010 to 04/02/2017, and since then he is the Agroindustrial Director of São Martinho Mill. He was a member of the Board of Directors of Usicred, São Martinho S.A. Employee Credit Cooperative.
In order to support the decisions taken by the Board of Directors and strengthen the Company’s corporate governance framework, four committees were set up to focus on management-related issues. Made up of Board members and invited members, they study their specialized areas and prepare proposals for the Board’s analysis. Their attributes are as follows:
TECHNOLOGICAL INNOVATIONS COMMITTEE
AUDIT COMMITTEE
FINANCE COMMITTEE
PEOPLE MANAGEMENT COMMITTEE
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