Management and Board of Directors

 

Executive Board

The members of MPX’s board of executive officers are its legal representatives and are primarily responsible for managing the Company’s day-to-day operations and implementing the general policies and guidelines set forth by its board of directors. Under Brazilian Corporate Law, each executive officer must be a Brazilian resident but is not required to be a shareholder of the Company. Furthermore, not more than one-third of the members of MPX’s board of directors may serve as members of its board of executive officers at any given time.

Pursuant to the rules of the Novo Mercado, MPX’s officers are required to comply with the Novo Mercado regulations and to the rules of the BOVESPA Arbitration Chamber before taking office.

Name	Position	Date of election	Term of office
Eduardo Karrer	Chief executive officer and investor relations officer	September 25, 2007	2 years
Rudolph Ihns	Chief financial officer	September 25, 2007	2 years
Xisto Vieira Filho	Officer of regulatory affairs and sales	September 25, 2007	2 years
Paulo Monteiro Barbosa Filho	Business development officer	September 25, 2007	2 years
Marcus Bernd Temke	Chief operations officer	November 05, 2007	2 years
Bruno de Rossi Chevalier	General counsel	November 05, 2007	2 years

 *According to the Board of Director's Meeting held on November 5, 2007, the Company’s Executive Committee term of office will be of two (2) years until August 2009, which term will be extended until the first meeting of the Board of Directors following the Annual General Meeting to be held in the year 2010, with reelection being permitted. 

 

 Eduardo Karrer: is MPX’s chief executive officer and investor relations officer. He graduated in civil engineering from Universidade Estadual do Rio de Janeiro and has an MBA in financial management from the Rio de Janeiro Pontifical Catholic University. He has more than 22 years of experience in a wide range of M&A and corporate finance transactions related to the natural resources, electricity, sanitation and logistics sectors, having served as project manager for Construtora Rabello, Petrobrás S.A., and Petrobrás América Inc. In addition he also held the positions of executive manager for the Gas and Energy division, executive manager for aerial products, executive manager for the international market and general manager for marketing. He was also vice-president of operations for Latin America of El Paso Energy and president of El Paso Brasil Ltda. and Rio Polímeros S.A..

Rudolph Ihns: is MPX’s chief financial officer. He graduated in mechanical engineering from UFRJ and holds an MBA in finance from the University of Florida. He has more than 25 years of experience with multinationals in the financial area. He worked with White Martins and held executive positions at Arco Petroleum Products in Brazil and the USA. He was formerly the CFO of Unisys in Brazil and Germany and the CFO at MMX.

Xisto Vieira Filho: is MPX’s officer for regulatory affairs and commercialization. He graduated in electric engineering from Pontifical Catholic University of Rio de Janeiro. He earned his master’s degree in electricity systems from Rensselaer Polytechnical Institute, RPI, New York. He was a former National Secretary for Energy, an officer for Eletrobrás, general officer for the Electrical Power Research Center – CEPEL and vice-president of El Paso do Brasil. He was coordinator of the committee for planning Brazil’s Interconnected System, coordinator of the subcommittees for electricity studies of the SIN group (Grupo Coordenador para a Operação do Sistema Interligado) and Secretary of National Energy Policy Committee (CNPE) of Brazil. He was also chairman of the board of directors of CHESF and Eletrosul and member of the board of directors of Eletrobrás, Furnas, Cepel and Grupo Rede. He was president of the national committee of Cigré (Conference Internationale des Grand Réseaux Électriques) and chairman of Cigré’s Study Committee 38 (Power System Analysis and Techniques). He is currently president of ABRAGET (Associação Brasileira de Geradoras Termelétricas).

Paulo Monteiro Barbosa Filho: is MPX’s business development officer. He graduated in electric engineering from Pontifical Catholic University of Petrópolis and holds an MBA in strategic management and planning. He has more than 27 years of experience in the electricity sector. Since 2001, he has been responsible for the strategic electricity planning of the EBX Group. He was formerly an executive officer of Enersul S.A. and was in charge of the development of a strategic plan for electricity generation, as well as studies and negotiations to set up the Mato Grosso do Sul gas company. He was a consultant to the Federation of Industries of Mato Grosso do Sul and to a number of industrial companies.

Marcus Bernd Temke: is MPX’s chief operations officer. He graduated with a chemical engineering degree from Universidade Federal do Rio de Janeiro and holds an MBA from COPPEAD-UFRJ. He has 23 years of experience at multinational corporations in the operations area. He held positions at Promon Engenharia S.A., Degussa AG, Industriais Químicas Resende S.A. and Clariant S.A. He was formerly the chief operations officer of Rio Polímeros S.A.

Bruno de Rossi Chevalier: is MPX’s general counsel. He graduated with a degree in law from the State University of Rio de Janeiro and later earned an LLM degree from Queen Mary College at the University of London in 1988. He worked as a lawyer and was a partner at the Brazilian law firms Tozzini, Freire, Teixeira & Silva Advogados in 2001 and 2002 and Villemor Amaral Advogados from 2002 until 2004. He has held positions as legal director at General Motors Corporation, in Lisbon, and Delphi Automotive Systems. Mr. Chevalier was general counsel of MMX Mineração e Metálicos S.A.

 

Board of Directors

MPX’s board of directors is its decision-making body responsible for the formulation and implementation of the general guidelines and policies of the Company’s business, including its long-term strategies. MPX’s board of directors is also responsible for appointing and supervising its executive officers. Under Brazilian Corporate Law, the Company’s board of directors is also responsible for hiring its external independent auditors.

Most decisions of the board must be approved by a majority vote of the directors present. The chairman of the board of directors retains the tie-breaking vote.

According to MPX’s by-laws, its board of directors must have at least five and a maximum of eleven members. Each member of the board of directors must be one of the Company’s shareholders, although there is no requirement as to the minimum number of shares that an individual must hold in order to serve as a director. Directors are elected at MPX’s annual shareholders’ meeting for two-year terms and may be reelected or removed at any time by its shareholders at a special shareholders’ meeting. Pursuant to the rules of the Novo Mercado, 20% of the members of the board of directors must be independent members, and its directors must agree to comply with the Novo Mercado regulations and the rules of the BOVESPA Arbitration Chamber before taking office.

Name	Position	Date of election	Term of office
Eike Fuhrken Batista	President	April 28, 2009	1 year
Eliezer Batista da Silva	Vice president	April 28, 2009	1 year
Flávio Godinho	Board member	April 28, 2009	1 year
Paulo Gouvêa	Board member	April 28, 2009	1 year
Luiz do Amaral de França Pereira	Independent board member	April 28, 2009	1 year
Rafael de Almeida Magalhães	Board member	April 28, 2009	1 year
Rodolpho Tourinho Neto	Independent board member	April 28, 2009	1 year
Samir Zraick	Independent board member	April 28, 2009	1 year

 

Eike Fuhrken Batista: Mr. Batista is the founder of EBX, chairman of the board of directors and chief executive director of MPX. Mr. Batista earned a bachelor’s degree in metallurgical engineering from the University of Aachen, Germany. Since graduating, he has been a businessman, leading the EBX Group for more than 20 years and gaining worldwide renown in the mining industry. In addition, Mr. Batista served as the chairman, president and CEO of TVX Gold Inc., a publicly-held company traded on the Toronto and New York stock exchanges.

Eliezer Batista da Silva: Mr. Batista is a member of MPX’s board of directors. He graduated in civil engineering from Universidade do Paraná and attended specialized courses in other countries. He was a professor at Universidade do Espírito Santo (UFES), president of Companhia Vale do Rio Doce, former-minister of Mines and Energy, president of Mineração Brasileira Reunidas (MBR), president of Itabira Eisenerz Gmbh (Düsseldorf), Rio Doce América (New York) and president of Itabira International (New York), president of Rio Doce Europa and chairman of Rio Doce International (Brussels). In 1979, he was president of Companhia Vale do Rio Doce and chairman of the associated companies Florestas Rio Doce, Celulose Nipo-Brasileira (CENIBRA), Valesul Alumínio S/A, Alumínio Brasileiro (ALBRÁS), Mineração Rio do Norte S/A, and Mineração Serra Geral S/A. He was chairman of Rio Doce Internacional - Brussels, former-Minister of State of the Secretariat for Strategic Affairs and a member of the Russian Academy of Sciences. He is currently the chairman of the board of Cimpor (SP), vice-chairman of the board of Monteiro Aranha and advisor to the president of Companhia Vale do Rio Doce. He is also a member of the board of directors of Grupo BUNGE, the board of directors of FICAP, the board of directors of Valourec Mannesmann do Brasil, the board of directors of TVX Gold (Toronto), member of the Business Council for Sustainable Development, member of the board of directors of the Development Agency of the city of Rio de Janeiro (municipal administration of Rio de Janeiro), the board of governors of the Brazilian International Relations Center (CEBRI/Rio), the board of directors of Conservation International and the board of Fundação Israel Pinheiro.

Flávio Godinho: Mr. Godinho is a member of MPX´s board of directors. Mr. Godinho graduated in law from Pontifícia Universidade Católica do Rio de Janeiro and has 25 years of experience in a wide range of M&A and corporate finance transactions related to the natural resources, electricity, sanitation and logistics sectors, having served as senior vice president, general counsel and chief corporate development officer in several companies related to the EBX Group in Brazil and abroad.

Paulo Gouvêa: Mr. Gouvêa holds a bachelor´s degree in Law from the Rio de Janeiro Federal University. He worked with Baker & McKenzie and the Veirano e Advogados Associados law firms, specializing in the fields of corporate, commercial and tax law. In 1997, he joined EBX Group as a lawyer, and was then promoted to Legal Affairs Officer. Mr. Gouvêa sat on the board of directors of Minera Mantos de Oro S.A., the largest South American silver mine and producer, from 1999 to 2001. Actually, Mr. Gouvêa sits on the Board of Directors of MMX, OGX and LLX .

Luiz do Amaral de França Pereira: Mr. Pereira is an independent member of MPX’s board of directors. He graduated as a civil engineer from Universidade Federal do Paraná and attended Stanford University’s Executive Program. At Grupo CAEMI, he was vice-president of finance and director of market relations at CAEMI Mineração e Metalurgia S.A. At Grupo Monteiro Aranha, he was an officer and vice-president of Monteiro Aranha S.A. At Companhia Vale do Rio do Doce, he was executive vice-president and director of market relations.

Rafael de Almeida Magalhães:  Mr. Magalhães is a law graduate from the Pontifícia Universidade Católica do Rio de Janeiro. Between 1964 and 1965, he was Vice-Governor and Interim Governor of the State of Rio de Janeiro. He was elected Federal Congressman for ARENA from 1967 through 1970. In 1971, he became the president of the National Federation of Private Insurance Companies. During the 1980s, he was Secretary of State for Education and Culture in the State of Rio de Janeiro. During the two-year period between 1986-1987, he was the Minister of Pension and Social Assistance. Currently, he is a member of the board of directors of Companhia de Seguros da Aliança do Brasil, S.A., MMX and Companhia de Seguros da Aliança do Bahia S.A.

Rodolpho Tourinho Neto: Mr. Tourinho is an independent member of MPX’s board of directors. He graduated in economics from USP/UFBA and took graduate courses in economics and business administration at Bradley University, Illinois, USA. He is a former senator of the State of Bahia and former Minister of Mines and Energy. He was chairman of the board of Petrobrás, Petrobrás Distribuidora and Eletrobrás. He was president of the Brazilian Council of Treasury Policies (CONFAZ), chairman of the board of directors of the Development Bank of the State of Bahia (Banco de Desenvolvimento do Estado da Bahia, or DESENBANCO) and chairman of the board of directors of the Bank of the State of Bahia (Banco do Estado da Bahia, or BANEB). He was member of the board of the Association of Credit, Financing and Investment Companies of São Paulo (ACREFI), vice-president of the Association of Credit, Financing and Investment Companies of Rio de Janeiro (ADECIF), president of the official trade organization of the Banks of the State of Bahia, member of the board of the Brazilian Federation of Banks (FENABAM), president of S/A Magalhães Indústria e Comércio, president of S/A Lavoura Indústrias Reunidas – Usina Aliança, member of the board of American Express do Brasil, president of the American Chamber of Commerce, vice-president of Banco Econômico S/A, executive officer of Construtora OAS and general manager of Bahema S/A.

Samir Zraick: Mr. Zraick is an independent member of MPX’s board of directors. He graduated in engineering from the Polytechnic School of Catholic University of Rio de Janeiro in 1964. He earned a master’s degree in electronic engineering from Delft University, the Netherlands in 1966. He then earned a PhD from Faculté des Sciences de l´Université de Paris in 1970. He worked at CVRD from 1971 to 1986, holding a wide range of positions, including investor relations manager, and was responsible for negotiating the funds that founded the Carajás Project. From 1986 to 1998, he acted as chief finance and development officer at Caemi, sitting on the board of directors of MBR and Quebec Cartier Mining (QCM). More recently, he has been on the Strategic Committee of CVRD. Mr. Zraick was also a board member of Canico Resources until it was acquired by CVRD in 2005. Since March 2006, he has been a member of the board of directors of Embraer.

 

Fiscal Council

Under Brazilian Corporate Law, the fiscal council is a corporate body independent from the board of directors, management and the Company’s external auditors. The fiscal council may be permanent. If the fiscal council is not permanent, it shall be installed upon the request of shareholders representing at least ten percent of the voting shares. This 10% threshold may be reduced to as low as 2% of MPX’s voting shares, depending upon the size of the Company’s capital stock.

The main responsibilities of the fiscal council are to oversee MPX’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. Brazilian Law requires that the fiscal council members receive compensation equal to at least 10% of the average salary of the board of directors.

MPX by-laws provides for a non-permanent fiscal council, to be installed at the request of the Company’s shareholders. Currently, the fiscal council is not installed.

 

Audit Committee

Brazilian Corporate Law allows companies to set up complementary bodies to advise the Executive Board and the Board of Directors. As a result, MPX’s Board of Directors decided, at a meeting held on March 25, 2009, to set up an Audit Committee and approve its internal regulations, which are duly filed at the Company’s headquarters. The Committee will report directly to the Board of Directors and will act independently from the Company’s Executive Board.

MPX’s Audit Committee consists of three (3) members with a unified term of office of one (1) year, reelection being allowed, as of the Board of Directors’ Meeting held on March 25, 2008. Members are appointed and removed from office by the Board of Directors, and one of them is designated the Representative, responsible for coordinating and presiding the Committee. In May 28, 2009 the Board decided to re-elect its members for another one year term.

The current members of the Audit Committee are:

Name	Position	Date of election	Term of office
Samir Zraick	Representative	May 28, 2009	1 year
Luiz do Amaral de França Pereira	Member	May 28, 2009	1 year
Rivadavia Carsalade Herbster Gusmão	Member	May 28, 2009	1 year

 The Audit Committee’s overall responsibilities include advising the Board of Directors on matters related to overseeing the accounting practices adopted for the financial statements of the Company and its subsidiaries, as well as indicating the independent auditors and assessing their performance.

More specifically, its principal attributes include: (i) recommending the company to provide MPX’s independent auditing services to the Board of Directors, as well as its remuneration and replacement; (ii) reviewing the Company’s financial statements, including the management report, explanatory notes and the independent auditors’ report or special review (e.g. IAN, ITR), economic and financial figures, etc., prior to their disclosure to the market; (iii) Supervise and evaluate the effectiveness and efficiency of the independent auditors and the Company’s internal audit; (iv) Evaluate the compliance, by the Company’s Executive Board, with the recommendations made by the independent auditors; (v) Meet with the members of the Board of Directors and Fiscal Council to discuss policies, practices and procedures identified in the scope of their own attributions, whenever applicable or upon request; (vi) Stipulate procedures for: (a) receiving, filing and treating any possible complaints received by the Company concerning the accounting, internal controls or audit; (b) anonymous and confidential reporting, by the company’s employees, of any possible criticism or concerns involving questionable accounting or other methods; (vii) revise and approve the policy adopted by the Company to hire partners, employees, ex-partners and ex-employees of the current or previous independent auditors of the Company; (viii) delivering to the Board of Directors in the first two months of each fiscal year the Annual Report of the Audit Committee for the previous year.

Click here to see the complete version of the Audit Committee’s Internal Regulations.

 

 

*According to the Board of Director's Meeting held on November 5, 2007, the Company’s Executive Committee term of office will be of two (2) years until August 2009, which term will be extended until the first meeting of the Board of Directors following the Annual General Meeting to be held in the year 2010, with reelection being permitted.