Councils, Committees and Board

Board of Directors

Cosan S/A's by-laws stipulate that its Board of Directors will consist of a minimum of seven and maximum of twenty sitting members. In a board member's absence or temporary unavailability, his or her duties shall be exercised by another board member granted such powers or, without this appointment, by the sitting member appointed by the other board members to assume these duties. The Board of Directors is the decision making body responsible for determining the company's general policies and guidelines for its business. Cosan's Board of Directors also supervises its board of executive officers and monitors their implementation of policies and guidelines periodically established by the Board of Directors. Under the Brazilian Corporation Law, Cosan's Board of Directors is also responsible for hiring the Company's independent auditors.

The members of Cosan's Board of Directors are elected for two-year terms at general meetings and are eligible for reelection. Members of the Company's Board of Directors are subject to removal at any time with or without cause by the general meeting. According to the Brazilian Corporation Law, shareholders living in the country or abroad can be elected to the Board of Directors. Moreover, Cosan's by-laws do not stipulate any citizenship or residency requirements for members of its Board of Directors.

Pursuant to the terms of a loan agreement with the IFC, if the IFC exercises its option to convert the loan into Cosan's common shares, then it shall acquire the right to appoint an observer to the company's Board of Directors for as long as it is Cosan's shareholder.

The following table lists Cosan S/A's current board members:

NAME POSITION ELECTION DATE END OF TERM
Rubens Ometto Silveira Mello Chairman of the Board 04/27/2017 04/27/2019

Mr. Mello is the chairman of Cosan Limited, Cosan S.A., Comgás, Rumo and Raízen, besides being the controlling shareholder of these companies. Mr. Mello has more than 30 years of experience in managing large companies and in the administrative and financial areas. Prior to joining us, Mr. Mello served on the Board of Directors of UNIBANCO - União de Bancos Brasileiros S.A. from 1971 to 1973 and, from 1973 to 1980, he was the finance director for Indústrias Votorantim S.A. He holds a degree in mechanical production engineering from the Polytechnic School of the University of São Paulo (1972). One of the most active entrepreneurs in the agribusiness sector, he also serves as a board member at UNICA - the Federation of Sugarcane Industries of São Paulo State, besides being member of Conselho Nacional de Desenvolvimento Industrial (CNDI) since 2015. Rubens Ometto Silveira Mello was elected Entrepreneur of the Year in 2010 by Dinheiro magazine, Man of the Year in 2013, in London, by Chamber of Commerce Brazil United Kingdom, Man of the Year in 2014, in New York, by Chamber of Commerce Brazil USA and Railroader of the Year by Revista Ferroviária, in 2016.

Marcos Marinho Lutz Vice-Chairman 04/27/2017 04/27/2019

Marcos Marinho Lutz is the CEO of Cosan Limited since abril de 2015. He is also board member of Comgás, Rumo, Raízen, Cosan Limited, Cosan S.A. and Monsanto Co. Mr. Lutz holds a Master's degree in business administration from the Kellogg Graduate School of Management at Northwestern University, and a bachelor's degree in naval engineering from the Polytechnic School at the University of São Paulo. Before joining Cosan he served as the Infrastructure and Energy Officer at CSN for four years and was a member of the Board of Directors of MRS Logística, CFN Railways and Ita Energética. Before that, he was the Operations Officer of Ultracargo S.A., the Ultra Group's logistics subsidiary.

Serge Varsano Independent Board Member 04/27/2017 04/27/2019
Mr. Varsano holds a degree from the Marshall School of Business of the University of Southern California. He has been a member of the Company's Board of Directors since 2005. Mr. Varsano began his career as a trader in the Sucres et Denrees Group, one of the world's leading sugar traders, subsequently becoming its CEO. He has been CEO of the whole group since 1988.
Burkhard Otto Cordes Board Member 04/27/2017 04/27/2019
Mr. Cordes has been a member of Cosan S.A.'s Board of Directors since 2005. He has a degree in business administration from the Armando Álvares Penteado Foundation (1997) and an MBA in finance from the Brazilian Institute for Capital Markets - IBMEC in São Paulo (2001). Mr. Cordes has seven years of financial market experience, having worked at Banco BBM SA, a Mariani Group company, in the commercial area with focus on the middle market and corporate segments. He currently holds the position of Financial Manager. Previously, he worked in the financial area of IBM Brazil.
Marcelo de Souza Scarcela Portela Board Member 04/27/2017 04/27/2019

Mr. Portela has been a member of Cosan S.A.'s Board of Directors since 2008, sitting on the Cosan Limited Board of Directors since 2007, as well as serving as the Company's Legal Officer. He holds a law degree (1983) and a Master's in Commercial Law (1988) from the University of São Paulo College of Law and a post-graduate specialization from McGill University Law School in Montreal, Canada (1990).     He has also advised the Company in corporate, litigation, contracts and advisory issues, in addition to commercial and civil law in general.

Dan Ioschpe Independent Board Member 04/27/2017 04/27/2019
Mr. Ioschpe is graduated from the Federal University of Rio Grande do Sul, with a postgraduate degree from the ESPM - SP and a Masters’ degree in business administration (MBA) from Amos Tuck School, Dartmouth College (EUA). He joined Iochpe-Maxion in 1986, where he held several positions until June 1996, when he left to take the presidency of AGCO in Brazil. He returned to Iochpe-Maxion in January 1998, assuming the presidency in the same year, remaining until March 2014, when he took over as the Board of Directors' Chairman.

Constultative Committees

The Company have an audit committee which report to the Board of Directors, with duties and responsabilities established by effective regulations and the internal regulations thereof. The committee is made up of three 3 members, two (2) of whom independent, with a term of one 1 year, eligible for reelection by the Board of Directors. Find the comittee members below:

NAME POSITION ELECTION DATE END OF TERM
João Ricardo Ducatti Coordinartor and Independent Member 03/22/2017 03/22/2018
Mr. Ducatti has been a member of Cosan's fiscal council since 2005. As a business administrator, he has experience working at Westinghouse of Brazil from 1973 to 1982 as Manager of Financial Resources and Treasurer for Latin America, Administrative and Financial Director of the Barbacena Plant, located in the region of Ribeirão Preto, from 1982 and 1983; Administrative and Financial Officer of the Bom Jesus Group, a group with four sugar and ethanol mills located in the region of Piracicaba, from 1983 to 1991; Administrative and Financial Officer of the Cosan Group, with seven sugar and ethanol mills in the Piracicaba region, from 1991 to 1995; Managing Superintendent of SUCRESP, an entity representing 17 plants producing sugar and ethanol, from 1995 to 1999. From 1999 until now, he has been working as a financial consultant, providing services in equity evaluation, management of corporate restructuring, development of equity sales and other activities through his company, RDR Consultores Associados Ltda.
Mailson Ferreira da Nóbrega Independent Member 03/22/2017 03/22/2018
Mr. Nóbrega has been a member of the Board of Directors since November of 2007. An economist, he was Brazil's Finance Minister from 1988 to 1990, after an extensive career at Banco do Brasil and holding several positions in the public sector, chief of which are: Technical Adviser and Head of Banco do Brasil's Project Analysis Department; Chief Coordinator of Economic Affairs of the Industry and Commerce Ministry and Secretary General of the Finance Ministry. He was CEO of Banco Europeu Brasileiro - EUROBRAZ - in London. Mr. Nóbrega is also a member of the Board of Directors of the following companies: Abyara Planejamento Imobiliário, CSU Cardsystem S.A., Grendene S.A., Portobello S.A., Rodobens Negócios Imobiliários S.A., Tim Participações S.A. and Veracel Celulose S.A.
Felício Mascarenhas de Andrade Independent Member 03/22/2017 03/22/2018
Mr. Felício was indicated as financial specialist.

The Company also has the following non-statutory committees:

  1. Disclosure and Trading Committee: responsible for advising the Investor Relations Officer on the decision on disclosure of information to the market and in the decision-making process assigned; and responsible for enforcing the deliberated in the Securities Trading Policy and Information Disclosure Policy of the Company; and;
  2. Compensation Committee: responsible for reviewing the compensation and benefits granted to Company's officers and other non-statutory management members; and
  3. Authorization Committee: responsible for prior evaluation and approval of acts taken by company officers valued from R$15 million to R$60 million.

Executive Officers

Cosan S.A.'s officers serve as its executive management body. They are also its legal representatives and are responsible for the company's internal organization and day-to-day operations, as well as implementing the general policies and guidelines periodically established by the Board of Directors. The company's by-laws require that its board of executive officers consist of a minimum of three and maximum of eight officers, each responsible for a specific area of the business. The following table lists Cosan's current executive officers:

NAME POSITION YEAR ELECTED END OF TERM
Marcos Marinho Lutz Chief Executive Officer 12/12/2017 03/22/2019
Marcos Marinho Lutz is the CEO of Cosan Limited since abril de 2015. He is also board member of Comgás, Rumo, Raízen, Cosan Limited, Cosan S.A. and Monsanto Co. Mr. Lutz holds a Master's degree in business administration from the Kellogg Graduate School of Management at Northwestern University, and a bachelor's degree in naval engineering from the Polytechnic School at the University of São Paulo. Before joining Cosan he served as the Infrastructure and Energy Officer at CSN for four years and was a member of the Board of Directors of MRS Logística, CFN Railways and Ita Energética. Before that, he was the Operations Officer of Ultracargo S.A., the Ultra Group's logistics subsidiary.
Marcelo Eduardo Martins Chief Financial Officer 12/12/2017 03/22/2019
Marcelo holds a degree in business administration from Fundação Getúlio Vargas, and specialized in finance. Martins is board member of Cosan Limited, Cosan S.A, Rumo, Comgás, and Cosan Logística. He is also board member of Fundação Bienal (MASP) and Reina Sofia Museum, in Madrid. Mr. Martins joined the Cosan Group in July of 2007 as an executive at Aguassanta Participações S.A and among 2009 and 2015 he was the vice-president of Finance and Investors Relations for Cosan S.A. Mr. Martins was Chief Financial and Business Development Officer of Votorantim Cimentos between of July 2003 and July of 2007 and, prior to that, head of the Latin American Fixed Income Department at Salomon Smith Barney in New York.
Marcelo de Souza Scarcela Portela General Counsel 03/22/2017 03/22/2019

Mr. Portela has been a member of Cosan S.A.'s Board of Directors since 2008, sitting on the Cosan Limited Board of Directors since 2007, as well as serving as the Company's Legal Officer. He holds a law degree (1983) and a Master's in Commercial Law (1988) from the University of São Paulo College of Law and a post-graduate specialization from McGill University Law School in Montreal, Canada (1990). He has also advised the Company in corporate, litigation, contracts and advisory issues, in addition to commercial and civil law in general.

Guilherme Lelis Bernardo Machado Investor Relations Officer 08/31/2017 03/22/2019

Guilherme Machado holds a bachelor’s degree in Production Engineering from the Federal Fluminense University in Rio de Janeiro and a master’s degree in Economics and Business Finance from FGV/RJ. He has 16 years of professional experience, having previously worked at Esso Brasileira de Petróleo, at Cosan S.A. and at Rumo S.A..

Fiscal Council

The Brazilian Corporation Law requires that the fiscal council be independent of Cosan's management and its external auditors. The primary responsibility of Cosan's fiscal council is to review the management's activities and financial statements and to report their findings to the shareholders. Pursuant to the Brazilian Corporation Law, the fiscal council cannot include any member of the Company's Board of Directors, board of executive officers, or any employees of any Cosan subsidiary or sister company, nor may it include the spouses or other relatives of its administrators. In addition, each member of the fiscal council is entitled to receive as compensation an amount equal to at least 10% of the average amount paid to Cosan's executive officers.

The Fiscal Counsil was established at the Annual and Extraordinary Shareholders’ Meeting held on July 31, 2013, in a non-permanent body and with mandates until the next Annual General Meeting.

NAME POSITION ELECTION DATE END OF TERM
Nadir Dancini Barsanulfo Member 04/27/2017 2018 ASM
Mrs. Nadir Dancini Barsanulfo has been a member of COMGÁS’ Supervisory Board since 11/2012. She has a degree in Law and post-graduated in Accounting from FGV. She began her career at Esso Brasileira de Petróleo in 1968, performing activities in the areas of: logistics, controlling, finance, audit and Tax. In 1998 she was indicated as Tax Manager at Esso and in 2009 took the same position at Cosan S.A., And then in 2011 at Raízen S.A. where she retired in December 2012 after more than 44 years of work. Currently she is a tax consultant for companies of “Grupo Cosan”. Over the past five years she has been an officer at Cosan Combustíveis e Lubrificantes S.A.(until 05/2011), BlueWay Trading Importação e Exportação S.A., Petróleo Sabba S.A., Raízen Fuels Finance Ltd., Raizen Energy Finance Ltd. e Raízen Cayman Ltd., (all until 12/2012), as well as held positions in the Fiscal Council at Raízen Foundation, RaizPrev Entidade de Previdência Privada, Logum Logística S.A. (all until the end of 2012) and Futura Entidade de Previdência Privada (since 08/2012).
Sérgio Roberto Ferreira Alternate member 04/27/2017 2018 ASM
Mr. Ferreira da Cruz, holds a degree from the School of Economics and Finance of Rio de Janeiro, and he also holds a post-graduate degree in Systems Analysis from IBAM / PUC RJ. Mr. Cruz started his professional career at Esso Brasileira de Petróleo (ExxonMobil Group) in 1973, in the Accounting and Controlling department. In addition, he joined SINDICOM’s Board of Taxation. Recently he participated in the restructuring of Cosan Group Tax Areas and in the creation of Raízen (a joint venture between Cosan and Shell), leading projects and establishing best practices. In December 2011, Sérgio Roberto Ferreira da Cruz retired and established SRFCRUZ Consultoria Empresarial LTDA, where he served as Tax Consultant, providing services for various companies, including: Cosan Group (comprising Cosan LE, Rumo Logística and Comgás), Raízen Combustíveis S.A., Raizen Energia S.A. (Ethanol and Sugar Production), SINDICOM (Brazil's National Association of Fuel and Lubricant Distributors) and other consulting firms, through partnerships.
Luiz Carlos Nannini Member 04/27/2017 2018 ASM

Luiz Carlos Nannini holds a bachelor's degree in accounting, with several specialization courses in Brazil and abroad, including a Harvard leadership course. The executive is co-author of the Manual of International Accounting Standards, drafted jointly with FIDECAF and supervised by the Brazilian Securities and Exchange Commission (CVM), published in 2009, with subsequent reissues. He has more than 30 years of solid experience in  conducting independent audit work. He worked for 32 years for E & Y, an independent auditing firm, with 19 years as partner responsible for jobs for large financial, industrial, service and retail business groups.

Felipe Bertoncello Carvalhedo Alternate member 04/27/2017 2018 ASM

Graduated in Accounting Sciences in 2002 from São Judas Tadeu University and an MBA in Economic and Financial Management from Faculdade Getúlio Vargas. From 2010 to 2016, he held the position of Controlling Executive Manager at Cosan. In 2016, he assumed the position of Controller Controller of Rumo, in the logistics segment and also a member of the Company's economic group.

Alberto Asato Member 04/27/2017 2018 ASM
Mr. Alberto Asato was a member of the Company’s Supervisory Board from 2009 to 2011, being reelected in 2013. He graduated in Business Administration in Faculdades Integradas de Marília in 1978. He has always worked in the agribusiness industry, having started his career in 1976 in the vegetable oil industry. Between 1980 and 2002 he worked as director in companies of the rural industry of Grupo NovAmérica in the implementation and development of agricultural projects in Brazil, Paraguay and Bolivia. Between 2001 and 2003 he was a member of the Advisory Council of Lagoa da Serra S.A. In 2002 he became the CEO of NovAmérica S.A. Agroenergia and Rezende Barbosa S.A. Administração e Participações.
Edison Andrade de Souza Alternate member 04/27/2017 2018 ASM
Edison Andrade de Souza has a degree in Accounting from Faculdades Integradas de Marília and in Law from Fundação de Ensino Eurípedes Soares da Rocha, with MBA in Business Management from Fundace USP. He has extensive experience in accounting, financial management, investment analysis and economic feasibility, project management and system implementation, and over 30 years’ experience in the sugar and ethanol industry.
José Mauricio D'Isep Costa Member 04/27/2017 2018 ASM
Mr. Costa holds a bachelor’s degree in Accounting Sciences from the University of Vila Velha, and an MBA degree in Controllership from the Getulio Vargas Foundation (FGV RJ/CEAG). He has been the Financial Vice-President of Vicunha Têxtil S.A. since January 2010, member of the Audit Committee of Fiação Santo Antonio since April 2011, and director of Coelho da Fonseca Empreendimentos Imobiliários since January 2010.
Norton dos Santos Freire Alternate member 04/27/2017 2018 ASM
Mr. Freire holds a bachelor’s degree in Accounting Sciences from FAI (1989). He has been a partner at Addvalue Assessoria e Consultoria since December 2005. He is a professor at Faculdade São Luís (São Paulo), Pontifícia Universidade Católica of Minas Gerais (Belo Horizonte), and at Seminário Paulopolitano – FAI (São Paulo).    from Price Waterhouse based on content developed in England.
Marcelo Curti Member 04/27/2017 2018 ASM
Mr. Curti holds a bachelor’s degree in Economics from Fundação Armando Álvares Penteado (FAAP, 1985), and a graduate degree in business administration from Fundação Escola de Comércio Álvares Penteado (FECAP, 1986). He is a managing partner at RIO BRANCO Consultores Associados Ltda . and MAIOL Assessoria em Gestão Empresarial Ltda.  He also served as a bylaw executive officer at Grupo Safra from 1981 to 2008. He is a member of the Audit Committee of Duke Energy S.A. and Hypermarcas S.A.
Edgard Massao Raffaelli Alternate member 04/27/2017 2018 ASM
Mr. Raffaelli has a bachelor’s degree in Business Administration from Fundação Getulio Vargas (1989). He is a partner at Rio Branco Consultores Associados Ltda., and a member of the Audit Committee of Tucca (Association for Children and Teenagers with Cancer).
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