Eletrobras

Management and Corporate Governance

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Corporate Governance

The principles of ethics, equity, sustainability and responsibility are the pillars of our corporate governance practices.


Centrais Elétricas Brasileiras S.A. (“Eletrobras”) is a publicly-held corporation, registered with the Securities and Exchange Commission (CVM) and the Securities and Exchange Commission (SEC), with shares traded on the stock exchanges of São Paulo (B3), Madrid (LATIBEX) and New York (NYSE).

    

Bylaws, policies and manuals

We develop and continually update mechanisms to strengthen our corporate governance, such as Bylaws, policies, internal regulations and manuals.
    

Access these documents here​


    

Shareholdings

Eletrobras is the largest company in the electricity sector in Latin America, operating in the generation, transmission and commercialization segments, being the direct controller of four operating subsidiaries and a holding company, and also has direct and indirect participation in investee companies.

    

Learn more about our companies

Access our shareholdings here
    

Governance bodies

Our governance structure includes the Shareholders' General Meeting, the Fiscal Council, the Board of Directors and the Board of Executive Officers. The Audit and the Board of Directors’ Supporting Committees respond to the Board of Directors.
    

Shareholders' General Meeting

There are two types of Shareholders' General Meeting: ordinary and extraordinary. The Ordinary General Meeting is mandatory and held annually, within the first four months following the end of the fiscal year. The Extraordinary General Meeting is convened as provided by law and whenever deemed appropriate by the Board of Directors.
    

Access the minutes, announcements and administration proposals of Shareholders' General Meetings of Eletrobras

Download the Manual for Participation in Shareholders' Meetings of Eletrobras
    

Fiscal Council

The Fiscal Council, of non-permanent operation, when installed by the general assembly, will be composed of 3 (three) to 5 (five) members and their respective alternates, elected by the General Assembly, all resident in the country, who shall hold office until the first annual general meeting held after their election, and may be re-elected, subject to the requirements and impediments established in the legislation, in the company's bylaws and, as far as applicable, in the Company's internal regulations.
    

See the members of the Fiscal Council of Eletrobras​

See the Internal Regulations of Eletrobras' Fiscal Board 


    

Board of Directors

It is composed of nine members, elected at the General Meeting, without alternates, with a unified term of office of 2 (two) years, with reelection allowed. The directors are elected as follows: one director elected in a separate vote by the preferred shareholders and eight (8) remaining directors elected by common shareholders. The Board of Directors must be composed of at least 5 (five) independent members and meets monthly and, extraordinarily, whenever necessary.

See the members of the Board of Directors of Eletrobras

Access the minutes of the Board of Directors' meetings of Eletrobras

Download the Internal Regulations of the Board of Directors of Eletrobras



Board of Executive Officers

It is formed by the President and up to 15 (fifteen) Executive Vice President Officers, elected by the Board of Directors, with a term of office of 2 (two) years, being allowed renewals.

The members of the Board of Executive Officers hold ordinary meetings every week, and convene extraordinary meetings whenever necessary.

    

See the members of the Board of Executive Officers of Eletrobras​

Download the Officers' Variable Remuneration Program

See the Bylaws of Executive Board 
    

Audit

The Audit responds to the Board of Directors and assesses the appropriateness, efficiency and effectiveness of internal control systems, compliance with laws and internal and external normative acts and the fulfillment of plans, goals, objectives and policies established by the company.
    

Board of Directors’ Supporting Committees

The Board of Directors has the permanent support of 5 (five) advisory committees with specific attributions of analysis and recommendation on certain matters, directly linked to the Board, with the objective of assisting the board in strategic matters in order to ensure that the decision to be taken by senior management is technically grounded.

The support committees are composed of 3 (three) to 5 (five) effective members, who may be board members or external members, appointed by the Board of Directors after the Annual General Meeting, for the exercise of a term of management of up to 2 (two years), and reappointments are permitted.

Download the Unified Internal Regulations of the Advisory Committees of the Board of Directors.pdf

See the composition of the CA Support Committees here.

 

Audit and Risks Committee​: advises the Boards of Directors of Eletrobras, Eletrobras Chesf, Eletrobras Eletropar, Eletrobras CGT-Eletrosul, Eletrobras Eletronorte, Santo Antonio Energia S.A. - SAESA and, where applicable and in compliance with the rules established by the Holding's Board of Directors, the other companies controlled by Eletrobras, in fulfilling their responsibilities of guidance and senior management, including, but not limited to, analyzing and issuing recommendations on the work of internal auditing, accounting and independent auditing, risk management, internal controls and financial management, in order to confer greater efficiency and quality to the decision-making process.


People and Governance Committee - CPES: Assists the Eletrobras Board of Directors in fulfilling its legal and statutory duties and attributions, including, but not limited to, analyzing and issuing recommendations on the appointment, remuneration, performance evaluation and succession of managers and external members of Advisory Committees, in addition to supporting the development of corporate identity and culture and other policies aimed at people, culture and corporate governance, in order to make the decision-making process more efficient and qualitative.


Strategy Committee - CEST​​: Advises the Board of Directors of Eletrobras on fulfilling its legal and statutory duties and attributions, including, but not limited to, analyzing and issuing recommendations on strategic planning, financial management, relevant business transactions, shareholder remuneration, the Company's capital structure and strategy aimed at innovation, research and new technologies, in order to confer greater efficiency and quality to the decision-making process.

 

Legal Affairs Support Committee - CAAJ: advises the Board of Directors of Eletrobras in the fulfillment of its legal and statutory duties and attributions, including, but not limited to, monitoring the solutions in relevant litigation and judicial and extrajudicial agreements and other relevant legal issues, in order to confer greater efficiency and quality to the decision-making process.

 

Sustainability Committee - CSUS: advises the Board of Directors of Eletrobras in the fulfillment of its legal and statutory duties and attributions, including, but not limited to, evaluating, issuing and monitoring recommendations on sustainability strategy, in order to confer greater efficiency and quality to the decision-making process.

  

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