Board of Directors, Management and Committee

Board of Directors

The Board of Directors of CCX is a collegial deliberative body that, according to the Company‘s Bylaw, shall be composed of at least 3 (three) and maximum 11 (eleven) members, all of them under unified mandate of two years.

Currently, the Board of Directors of the Company consists of 3 (three) members, being 1 (one) of them independent, in accordance with independence criteria required by the B3 (the Brazilian Stock Exchange) New Market Regulation.

Among other functions is the responsibility of the Board of Directors:

  • Establish objectives, policies and overall direction of the Company businesses;
  • To appoint and remove the Company directors, assigning them powers;
  • Oversee the Directors management;
  • Pronounce itself in advance about the Management Report, Board accounts and financial statements for the year;
  • Pronounce itself in regard to any takeover bid of shares intended to the shares issued by the Company, through concept previously based, released up to 15 (fifteen) days after publication of the edict of the takeover bid of shares.

As stated in the Corporate Governance Policy of the Company, the Board must also ensure the transactions involving related parties. CCX also counts, in its corporate governance structure, with an Audit Committee, composed of 02 members, which aims to assist the Board of Directors in carrying out their monitoring activities related to accounting practices in preparation of financial statements of the Company and its subsidiaries, and also the indication of the independent audit and evaluation. The Committee is subordinate to the Board of Directors of the Company acting independently with respect to the Board.

As deliberated in the Board of Directors meeting of 17 of May of 2018, the Audit Committee of the Company is currently inactive until new members are elected.

Board of Directors Position
Fernando Teixeira Martins Chairman of the Board of Directors
In the last five years, Fernando Teixeira Martins has held the position of attorney in Teixeira Martins Sociedade Individual de Advocacia and has been a partner at the consulting firm Teixeira Martins Consultoria Empresarial Ltda.
Pedro de Moraes Borba Vice Chairman of the Board of Directors
Pedro de Moraes Borba holds a law degree from the Pontifical Catholic University of the State of Rio de Janeiro and a postgraduate degree in Business Law from Fundação Getúlio Vargas/RJ. He has been working in the EBX Group for 18 years in several areas related to infrastructure, notably oil and gas, logistics and mining. He has held the position of Chief Legal Officer of EBX Holding Ltda. as an advisor to EBX Brasil S.A. and Centennial Asset Participações Açu S.A., all of EBX Group. Currently, Pedro de Moraes Borba holds the positions of Chief Executive Officer and member of the Board of Directors of MMX Mineração e Metálicos S.A., as Chief Executive Officer and member of the Board of Directors of Óleo e Gás Participações S.A. and member of the Board of Directors of OSX Brasil S.A. and OSX Construção naval S.A., all belonging to the EBX Group. Pedro de Moraes Borba is also a member of the Board of Directors of Casa & Vídeo Rio de Janeiro S.A.
Yoshiyuti Hukai Independent Member of the Board of Directors
Holds a degree in physics from the University of São Paulo and completed master‘s degree in engineering from the Technological Institute of Aeronautics and doctorate in nuclear engineering from the Massachusetts Institute of Technology. Mr. Yoshiyuti Hukai has worked at several institutions, in Brazil and abroad, accumulating knowledge and experience in the coordination of major infrastructure projects. Since 2009, serves as a consultant to Toyota, Vale, CPFL, Alupar-Alusa, Petra Energia, among others.

Board of Executive Officers

The Officers of the CCX are the legal representatives, responsible mainly for the daily management of the Company and the implementation of policies and guidelines established by the Board. According to the Brazilian Corporations Law, the Company´s Officers must be resident in the country, may be a shareholder or not. Moreover, until a maximum of one third of the members of the Board of Directors may hold positions in the Board of Executive Officers.

The Officers are elected by the Board of Directors of the Company with a term of one year, reelection being permitted. The Company‘s Bylaw provides that the Board of Executive Officers is composed of at a minimum of 2 (two) members and a maximum of seven (7) members, of whom may be appointed as a Chief Executive Officer, a Chief Financial Officer, an Investors Relations Officer and other officers without specific designation that will exercise the functions specified by the Board of Directors at the time of their election.

Currently, the Board of Executive Officers is composed of:

Board of Exevcutive Directors Position
Miguel Cesar de Araujo Pereira Burlamaqui Chief Executive Officer (CEO) and Investor Relations Officer
Graduated from the Faculty of Economics of the Brazilian Institute of Capital Markets (IBMEC). He held the position of Executive Manager at Banco Cruzeiro do Sul (2005-2012). He also worked as Financial Advisor for Haztec Tecnologia e Planejamento Ambiental S.A. (2013-2014). Since 2014, he has been working in the area of business development at EBX Holding Ltda, a holding company owned by Mr. Eike Fuhrken Batista.

Audit Committee

The Board of Directors of CCX decided, at a meeting held in June 14th, 2012, to create an Audit Committee, with the aim of advising the Board of Directors in the performance of its activities related to the monitoring of accounting practices adopted in the preparation of the financial statements of the company and its subsidiaries, and also on the indication and evaluation of the effectiveness of independent auditing. The Audit Committee Terms of Reference also provides additional rules for its mission and operation.

Click here to access the full version of the Terms of Reference of the Audit Committee.

The Audit Committee is subordinate to the Company‘s Board of Directors, acting independently to the Company‘s Board of Executive Officers.

As deliberated in the Board of Directors meeting of 17 of May of 2018, the Audit Committee of the Company is currently inactive until new members are elected.

Fiscal Committee

Pursuant to the Brazilian Corporation Law, the Fiscal Council is a corporate body independent from the company’s management and external auditors, and may operate on a permanent or non-permanent basis. The Company provides in its Bylaws the functioning of the Fiscal Council on a non-permanent basis that may be installed at the request of shareholders, in accordance with the applicable legislation.

When installed, the Audit Committee shall be responsible for the duties provided for in the applicable regulations, remaining in operation until the first ordinary general meeting after its installation. The main responsibilities of the Fiscal Council are to oversee management activities, review the company‘s financial statements and report its findings to shareholders. Pursuant to the Brazilian Corporate Law, the Fiscal Council must be composed of at least 3 (three) and a maximum of 5 (five) effective members and an equal number of substitutes.

Currently, the Company‘s Fiscal Council is not installed.