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 04/30/2015 04/29/2018

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 04/30/2015 04/29/2017

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 Board Member 04/30/2014 04/29/2016

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.

Serge Varsano Independent Board Member 04/30/2015 04/29/2018
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 04/30/2015 04/29/2018
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 04/30/2015 04/29/2018

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 04/30/2015 04/29/2018
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 10/07/2014 10/06/2015
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 Member 10/07/2014 10/06/2015
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 10/07/2014 10/06/2015
Mr. Felício was indicated as financial specialist.

The Company also has the following non-statutory committees:

  1. Risk Management Committee: composed of three members of the Board of Directors, one of which is an independent member, this committee meets at least once a year to discuss and determine the Company's hedge policy;
  2. Risk Executive Committee: composed of one member of the Board of Directors and several Company's executives, this committee meets every week to analyze the performance of commodity and foreign exchange markets and resolve on hedging positions and strategy of sugar export pricing, seeking to reduce adverse effects of changes in sugar prices and the foreign exchange rate, as well as to monitor liquidity and counterparty (credit) risks;
  3. Compensation Committee: responsible for reviewing the compensation and benefits granted to Company's officers and other non-statutory management members; and
  4. 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
Mario Augusto da Silva Chief Executive Officer 2017 April, 2019

Mario has around 20 years of professional experience and has worked at companies such as PricewaterhouseCoopers, Booz Allen Hamilton and Odebrecht. In the last three years, he served as Chief Financial and Investor Relations Officer of Braskem S.A.

Ricardo Dell Aquila Mussa Executive Officer 2017 April, 2019
Mr. Ricardo Mussa is an Executive Officer of Cosan S/A. With a degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (USP) , Ricardo Mussa held various positions within the supply chain of multinational companies such as Unilever and Danone, especially in the agricultural commodities procurement area. He was the country logistics manager for Danone in 2007 and manufacturing manager at Unilever’s main cosmetic factory in Latin America between 2006 and 2007. Still at Unilever, he was director of global purchases of grease and oils and was also responsible for the purchase of agricultural commodities in over 25 countries. In 2002, he worked at Unilever USA, in Connecticut, in the strategic purchasing department, in addition to have held positions in the planning area and being responsible for the purchase of chemicals for Latin America. He joined Cosan in 2007 and was one of the founders and CEO of Radar for 5 years, a company dedicated to invest and manage agricultural land with high appreciation potential and in 2014 took over the Cosan's Lubricants business.
Marcelo de Souza Scarcela Portela General Counsel 2017 April, 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.

Paula Kovarsky Investor Relations Officer 2017 April, 2019

Paula Kovarsky has a degree in Production Engineering from PUC-Rio and a MBA in Finance from IBMEC. She is an experienced professional with 20 years in Oil & Gas sector having worked at Itau BBA for 9 years in various positions, such as Head of Brazil Equity Research, Head of Latam Oil & Gas and Petrochemicals and Head of Utilities. Before that, she has worked at Shell for 10 years as business developer manager in Gas & Power and E&P divisions. She has been working for Cosan as Investor Relations Director since June of 2015.

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 04/29/2016 ASM 2017
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 04/29/2016 ASM 2017
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.
Vanderdei Dominguez da Rosa Member 04/29/2016 ASM 2017
Mr. Vanderlei Dominguez da Rosa graduated in Accounting Sciences at the Federal University of Rio Grande do Sul, with a speciallization on Capital Markets and Costs Accounting. He has extensive accounting experience, being a member at other companies Fiscal Councils, such as Weg, Odontoprev, Triunfo Participação e Investimentos, Sanepar, Tecnisa, Padtec, IdeiasNet, Centrais Elétricas do Pará and Equatorial Energia.
Paulo Roberto Franceschi Alternate member 04/29/2016 ASM 2017
Mr. Paulo Roberto Franceschi holds a degree in Accounting Sciences from Paraná Social Studies Foundation and Economics from the FAE Business School. He has previously participated in more than five supervisory boards, and currently participates as a member of the Fiscal Council of BB Seguridade Participações, Banco do Brasil, Equatorial Energia, Triunfo Participações e Investimentos, CELPA and Tecnisa. Mr. Paulo is also partner of Auditoria e Controle – Auditores Independentes.
Alberto Asato Member 04/29/2016 ASM 2017
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 04/29/2016 ASM 2017
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 04/29/2016 ASM 2017
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 04/29/2016 ASM 2017
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 04/30/2015 ASM 2017
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 04/29/2016 ASM 2017
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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