Board of Executive Officers
The mission of the Board of Executive Officers, jointly with the Board of Directors, is to protect and value CPFL Energia’s assets, pursuant to the Company’s Bylaws, representing the interests of the shareholders and other agents with whom the Company and its subsidiaries interact.
The Board of Executive Officers is composed of one Chief Executive Officer and nine Vice Presidents, all of them with a two-year term of office, being admitted the reelection. The Executive Officers represent the Company and manage its business in accordance with the long-term strategic plan. The Chief Executive Officer is responsible for nominating the Vice Chief Executive Officers.
The following table sets forth the name, age and position of each of our Executive Officers. A brief biographical description of each of our executive officers follows the table.
Chief Executive Officer
Gustavo Estrella has a degree in Business Administration from the State University of Rio de Janeiro (UERJ) and an MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC-RJ). He worked at Grupo Lafarge and at the companies Light and Brasil Telecom. He has worked at the CPFL Energia Group since 2001, where he has built a solid career holding the positions of Economic and Financial Planning Manager, Investor Relations Officer, Planning and Controlling Officer, in addition to having been Vice President Finance and Investor Relations Officer.
At the beginning of 2019, Gustavo took over the position of Chief Executive Officer of the CPFL Energia Group. As the main highlights of his management, he led the company's return to the capital market in 2019, consolidating it as one of the largest companies in the distribution market between the states of São Paulo, Rio Grande do Sul, Minas Gerais and Paraná. In commercialization, it is one of the leaders in the free market and in the Generation segment it is the third largest private agent in the country, with a portfolio based on clean and renewable sources.
In 2020, it received the Equities Deal of the Year 2020 – Americas Award granted by The Banker, a division of the British newspaper Financial Times, due to the success of the CPFL Energia Re-IPO in 2019, which raised BRL 3.7 billion with the sale of shares on the capital market. In addition, he was also in charge of the delisting process of CPFL Renováveis.
Gustavo is also Chairman of the Board of Directors of Instituto CPFL and a member of the Board of Directors of CPFL Energia, ABDIB-Brazilian Association of Infrastructure and Basic Industries and ONS-National Electric System Operator. In addition, as a spokesperson for SDG 3, he is an ambassador for the "Leadership with ImPact" program, an initiative of the United Nations (UN) Global Pact.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Chief Financial and Investor Relations Officer
Mrs. Kedi Wang graduated from Suffolk University with Master of Science in Accounting in 2006. She also holds Master of Arts from Arizona State University, and Bachelor degree from Lanzhou University. Mrs. Wang started her career in public accounting. She worked in Miller Wachman LLP from 2006-2009 as senior auditor. In 2009, she joined State Grid International Development Co., Ltd. as manager in Finance Department. She worked in National Grid Corporation of the Philippines from 2010-2013 as Financial Adviser in Treasury Department.
From 2014-2021, Mrs. Wang served in Finance department, and from 2021-2024 in Investing and Financing department of State Grid International Development Co., Ltd, both in the role of head of department. Mrs. Wang received certificates from American Institute of Certified Public Accountant (AICPA) and American Institute of Chartered Financial Analyst (CFA).
She has more than 15 years experience in public accounting, financial reporting, budgeting, treasury, taxation management, as well as M&A.
Mrs. Wang has intensive understanding and working experience in utility industry as she played important role in acquisition and operation of a variety of investment in electric power and energy assets in Brazil, Australia, Philippines, Italy, Portugal, Chile.
The Officer stated that she has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Strategy, Innovation and Business Excellence Vice-President, and Executive Vice President (interim)
Graduated from Beijing Electric Power College (currently Beijing Jiaotong University) in Power Systems Communication Engineering and Master in Electric Power Systems and Automation from Shandong University. He started his career at State Grid Group in 1992. In 2003 he became manager of the Marketing Department at Shandong Nuclear Power Engineering Co. Ltd in Shenzhen; Chief Engineer of Renewable Energy Company of Shandong Luneng Group Co., Ltd. in 2010; Vice President of Shenzhen Energy International Trade Co., Ltd. in 2015; Director of the Australia office of Shandong Luneng Group Co., Ltd. in 2016; and Officer and Vice-President of CPFL Renováveis in 2017. From 2020, Mr. Futao Huang became Vice President of Strategy and accumulated the position of Executive Vice President of CPFL energia, Vice President of SGBP, member of the Board of Directors of CPFL Geração, CPFL Renováveis and Instituto CPFL.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Regulated Operations Vice-President
Graduated in Electrical Engineering from Barretos Engineering College. He pursued postgraduate in Electrical Power System Engineering at the Federal University of Itajubá (UNIFEI), and in Electrical Engineering at the State University of Campinas (UNICAMP); he also completed two specializations, including an MBA in Business Management and an MBA in Financial Management, Controllership and Auditing at Getúlio Vargas Foundation - FGV. Within the Company, he has held several positions, including Operation Planning Engineer; Division Manager of Transmission Services; Division Manager Electric System Planning Division at CPFL (2001 to 2002); Manager of Operational Control Department at CPFL Paulista and CPFL Piratininga; Executive Director of RGE; Chief Executive Officer of RGE; Chief Executive Officer of CPFL Paulista and CPFL Piratininga. In May 2015, he was elected Vice President of Regulated Operations at CPFL Energia, responsible for the Distribution business of the Group and Chairman of the Boards of Directors of CPFL Paulista, CPFL Piratininga, and RGE.
Throughout his career, he has been a representative of CPFL in the Coordinating Group of the Interconnected Operation of the South/Southeast Electric System of Brazil - GCOI/GTPO/ELETROBRAS. He participated in the defining the configuration of companies for the privatization of the Distribution Sector in the State of São Paulo. He was responsible for the integration and operational restructuring of CPFL Piratininga (2001). He represented CPFL Paulista, CPFL Piratininga and RGE distributors in the working group for Initial Public Offering (IPO) at the São Paulo Stock Exchange and New York Stock Exchange. He coordinated the Technical Losses Group at the Brazilian Association of Electric Power Distributors (ABRADEE) and was professor of the Technical Losses Course in the Electric Power Sector at the COGI Foundation. He led the integration and restructuring of the distributors RGE (2006) and RGE Sul (2016). He also led the consolidation of the five distributors CPFL Santa Cruz, CPFL Jaguariúna, CPFL Sul Paulista, CPFL Mococa and CPFL Leste Paulista (2017) and the grouping of the two distributors RGE and RGE Sul (2018). He has been a member of the Board of Directors of ABRADEE (Brazilian Association of Electric Energy Distributors) since 2017 and Member of the Board of Directors of CPFL Transmissão since 2021. He has also participated in specific studies on the adequacy and resilience of electricity grids, the preparation of logistics in the face of climate change, the planning of electricity grids, the construction of new substations and transmission lines, taking into account the environmental and socio-economic effects.
Market Operations Vice-President
Graduated in Materials Production Engineering from the Federal University of São Carlos and holds an Executive MBA in Finance from Insper. She also holds an MBA in Strategic Innovation from HSM, a Specialization in Energy Law from Candido Mendes University and Leading Change and Organizational Renewal from Stanford and is a certified Counselor by the IBGC.
She began her career in 2000 already working in the Electric Power Sector, at the Electric Energy Tranding Chamber – CCEE. She has been with CPFL since September 2001, working for seven years as Manager of the Energy Purchase and Sale Contract Management Department. In June 2011, she took over the Distribution Energy Commercialization Department, having responded from January to May 2014 by the Energy Planning and Energy Management Department, among other duties, and is responsible for managing and controlling the energy risk of the CPFL group companies.
On May 5th, 2014, she assumed the position of President of CPFL Geração, being responsible for Dam Safety at the respective plants, also holding the position of Statutory Director of CPFL Transmissão. In May 2014 and May 2015, the position of Chairman of the Board of Directors of the companies CERAN, FOZ DO CHAPECÓ and ENERCAN. Since May 2014, she has been Chairman of the Board of Directors of EPASA. In May 2015, she was elected Vice-President of Market Operations at CPFL Energia. She also chairs the Board of Directors of CPFL Geração, the Board of Directors of CPFL Renováveis and is a member of the Board of Directors of CPFL Transmissão.
The Officer stated that she has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Legal and Institutional Relations Vice-President
Graduated in Law from the University of São Paulo in 1993, he holds an MBA from Fundação Getúlio Vargas in 2007. He worked as a lawyer at Bardella S/A Industrias Mecânicas from 1995 to 1997 and at Promon Eletrônica from 1997 to 1999. He was Legal Manager at Stiefel Laboratories in 1999, Legal Director of AT&T Brazil from 1999 to 2003 and Legal Director of Elucid (Grupo Rede) in 2003. At Global Village Telecom (GVT), he served from 2003 to 2008 as Legal Director, from 2008 to 2012 as Legal and HR (provisional) and from 2012 to 2015 as Vice President of Legal Affairs and Institutional Relations. After the acquisition of GVT by the Telefonica Group, he served as Vice President of Corporate Affairs of Telefonica Brasil S/A (Vivo) from 2015 to 2017. He was elected Vice President of Legal Affairs and Institutional Relations of CPFL Energia in 2017 and Vice President of the Board of Administration of the CPFL Institute. In 2018, he assumed the position of member of the Advisory Board of ABDIB.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Business Development Vice-President
Graduated in Business Administration from PUCCAMP, MBA in finance from FGV and CFA Charterholder from CFA Institute. He participated in the executive programs at Singularity University and Ohio University. Investment analyst certified by CVM / APIMEC (CNPI) and Independent Director by IBGC. Executive with more than 20 years of experience in the financial and electrical sector. He joined CPFL Energia in 2003, was elected Vice President of Business Development in January 2020, served as Director of Planning and Control from 2013 to December 2019, and previously held different positions in the areas of investment analysis, relationship with Investors and financial planning. He was a Director of Vivest (Closed Private Pension Entity) between 2018 and 2020. He participated in important projects such as the acquisition of CEEE-T, the IPO of CPFL Energia in 2004 and the Re-IPO in 2019, the IPO of CPFL Renováveis in 2013 and the respective OPA in 2018, in addition to the implementation of the Zero-Based Budget. He started his career as an accounting auditor at Arthur Andersen / Deloitte where he worked for 4 years before joining CPFL Energia.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Business Management Vice-President
Executive with 27 years of experience in areas such as Digital, IT, Infrastructure, Logistics Operator, Facilities/Utilities, Business Operations, Engineering, BPO, Shared Services Center and HR. Career developed in countries such as Chile, Peru, Argentina, Colombia, Mexico and Brazil. Currently responsible for developing and executing the strategy of all areas of IT, Digital, Shared Services Center, as well as for maintaining the operation and governance of all these areas and Uso Interno CPFL processes. Also responsible for monitoring and managing all critical operations of the CPFL Group's businesses through KPI's and 24/7 controls. Knowledge and management of all systems, subsystems and processes in all areas of Business Support, change and implementation of processes, development and implementation of strategy in all respective areas, implementation of key performance indicators (KPIs) and BSC for the entire company and group. He also has knowledge in digitization, automation and implementation of 100% of customer and employee service platforms in the cloud (Cloud), end-to-end development and implementation of Fintech, Customer Experience and electronic payment solutions (Credit Card, PIX, etc.). Definition of medium and long-term strategy for the entire fleet of the CPFL Group focused on the electrification of the fleet and assembly of electric service stations for the entire group, with the goal of having part of the operational fleet electrified by 2030. Definition and selection of suppliers with sustainability criteria and definition of a score for each supplier. Definition of the strategic plan for the new buildings, substations and advanced stations with 100% sustainable concept for the entire group (all new buildings from 2021 carry the 100% sustainable seal). Working with technology partners such as Microsoft, seeking sustainable solutions for data center and servers.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
CEO/CFO Certifications
Here you can download the Certifications pursuant to Securities and Exchanges Act of 1934, norms 13a-14(a) and 15d-14(a) and subsequent changes. This certification is a requirement of Sarbanes-Oxley Act of 2002, which require CEOs and CFOs to attest the reliability of information presented in financial statements, assuring the absence of forged data or omissions.We emphasize that since September 15, 2019 the Company is no longer registered with the Securities and Exchange Act.
Board of Directors
The mission of the Board of Directors, jointly with the Board of Executive Officers, is to protect and value CPFL Energia’s assets, pursuant to the Company’s Bylaws, representing the interests of the shareholders and other agents with whom the Company and its subsidiaries interact.
The Board of Directors’ duties include defining the overall business guidelines and electing the Board of Executive Officers, among other responsibilities determined by the law and the Bylaws. The Board is composed of five members representing the controlling shareholder and two independent members (elected in accordance with the Rules of B3’s Novo Mercado), all of them with a two years term of office, reelection being admitted.
The Board normally meets once a month but may be convened whenever necessary. The Chairman is elected among the Board of Directors’ members.
Our Board of Directors, elected at our Ordinary General Shareholders’ Meeting held on April 26, 2024, is composed of the following members (a brief biographical description of each of our executive officers follows the table):
Chairman
Graduated in Electric Power Systems and Automation from Huazhong University of Science and Technology (1986-1990) and Master of Business Administration from the Royal Melbourne Institute of Technology (2003-2005). He began his career in 1990, in the electricity sector of the State Grid Group (in the same sector as CPFL Energia), at Nanjing Electric Power Company, where he served as Director of the Operations Department (2004-2005) and Vice President (2005-2007). He was also Vice President of Lianyungang Electric Power Company (2007-2008), President of Huaian Electric Power Company (2008-2009) and Nantong Electric Power Company (2009-2011), Senior Vice President of State Grid Shanghai Electric Power Company (2011-2015) and Deputy General Director of the Construction Department of State Grid Corporation of China (2015-2016). In 2016, he was Vice President of the Economic Information Sector for Global Energy Interconnection Development and Cooperation Organization, and later Vice President of State Grid International Development Co., Ltd. He was Vice Chairman of Board of Directors for CPFL Energia (2017-2018). He was also Executive Director of HK Electric Investments Limited and The Hongkong Electric Company (HEC), and Co-General Manager (Transmission and Distribution) of HEC (2018-2022).
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Gustavo Estrella has a degree in Business Administration from the State University of Rio de Janeiro (UERJ) and an MBA in Finance from the Brazilian Institute of Capital Markets (IBMEC-RJ). He worked at Grupo Lafarge and at the companies Light and Brasil Telecom. He has worked at the CPFL Energia Group since 2001, where he has built a solid career holding the positions of Economic and Financial Planning Manager, Investor Relations Officer, Planning and Controlling Officer, in addition to having been Vice President Finance and Investor Relations Officer.
At the beginning of 2019, Gustavo took over the position of Chief Executive Officer of the CPFL Energia Group. As the main highlights of his management, he led the company's return to the capital market in 2019, consolidating it as one of the largest companies in the distribution market between the states of São Paulo, Rio Grande do Sul, Minas Gerais and Paraná. In commercialization, it is one of the leaders in the free market and in the Generation segment it is the third largest private agent in the country, with a portfolio based on clean and renewable sources.
In 2020, it received the Equities Deal of the Year 2020 – Americas Award granted by The Banker, a division of the British newspaper Financial Times, due to the success of the CPFL Energia Re-IPO in 2019, which raised BRL 3.7 billion with the sale of shares on the capital market. In addition, he was also in charge of the delisting process of CPFL Renováveis.
Gustavo is also Chairman of the Board of Directors of Instituto CPFL and a member of the Board of Directors of CPFL Energia, ABDIB-Brazilian Association of Infrastructure and Basic Industries and ONS-National Electric System Operator. In addition, as a spokesperson for SDG 3, he is an ambassador for the "Leadership with ImPact" program, an initiative of the United Nations (UN) Global Pact.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Graduated in Computer Science from Hunan University of Finance and Economics in 1998 and Master in Accounting from Xiamen University in 2006. She is certified by the Association of Official Certified Uso Interno CPFL Accountants (ACCA) and the Chinese Institute of Public Accountants (CPA). Mrs. Liu Yanli is currently Executive Vice President and Chief Financial Officer (CFO) of State Grid International Development Co., Ltd.. She is also a Board Member of CDP RETI S.p.A. in Italy, Director of State Grid International Australia Development Co., LTD. and member of the Audit and Compliance Committee of SGSP (Australia) Assets PTY LTD, from the year 2022 she became the member of the IFRS Interpretations Committee. Mrs. Liu also has over 20 (twenty) years of international professional experience in M&A, investment & financing, and listed company operations. In the last 10 (ten) years, Ms. Liu led the investment and financing team successfully completing several international M&A and green faithful projects in Italy, Australia, Portugal, Brazil, Hong Kong and Greece.
The Officer stated that she has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Graduated in Electromagnetic Instruments and Measurement from Huazhong University of Science and Technology in 1994.
Has holds a Masters degree in Electrical Power Systems and Automation from Hefei University of Technology and an MBA from the Royal Melbourne Institute of Technology. He began his career in 1994 in the Electricity Sector of the State Grid Group. He held the position of Head of Marketing Department of Hefei Power Supply Company from 2004 to 2006, became Manager of the Marketing Department of State Grid Anhui Electric Power Company in 2006, Deputy General Manager of Xuancheng Power Supply Company from 2006 to 2013, General Manager of Chuzhou Electric Power Company from 2009 to 2013 and General Manager of Anqing Power Supply Company from 2013 to 2016. From 2016 to 2017, he was the Assistant Chairman of State Grid International Development Co. Ltd. He was also a member of the Board of Directors and Director of CPFL Energia from 2017 to 2020. Yumeng Zhao currently holds the positions of General Manager of State Grid Chile Holding SpA, Chairman of the Board of Directors of Chilquinta Energia S.A. and member of the Board of Directors of CPFL Energia.
During his MBA at the Royal Melbourne Institute of Technology, Mr. Yumeng Zhao took courses related to Energy Risk Management and Innovation. During his Masters Program in Hefei University of Technology, he stutdied courses related to innovation and emerging technologies. In his work experiences in Xuancheng Power Supply Compnay, Chuzhou Electric Power Company and CPFL Energia, devoted to practicing and implementing emerging technologies.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Mrs. Kedi Wang graduated from Suffolk University with Master of Science in Accounting in 2006. She also holds Master of Arts from Arizona State University, and Bachelor degree from Lanzhou University.
Mrs. Wang started her career in public accounting. She worked in Miller Wachman LLP from 2006-2009 as senior auditor. In 2009, she joined State Grid International Development Co., Ltd. as manager in Finance Department.
She worked in National Grid Corporation of the Philippines from 2010-2013 as Financial Adviser in Treasury Department.
From 2014-2021, Mrs. Wang served in Finance department, and from 2021-2024 in Investing and Financing department of State Grid International Development Co., Ltd, both in the role of head of department.
Mrs. Wang received certificates from American Institute of Certified Public Accountant (AICPA) and American Institute of Chartered Financial Analyst (CFA).
She has more than 15 years experience in public accounting, financial reporting, budgeting, treasury, taxation management, as well as M&A.
Mrs. Wang has intensive understanding and working experience in utility industry as she played important role in acquisition and operation of a variety of investment in electric power and energy assets in Brazil, Australia, Philippines, Italy, Portugal, Chile.
The Officer stated that she has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Independent Member
Graduated in Mechanical Production Engineering from the Polytechnic School of the University of São Paulo (USP), earned a Master's degree in Economics from the State University of Campinas (UNICAMP) and a Ph.D. in Economics from the State University of Campinas (UNICAMP). Mr. Kandir was Minister of Planning and Budget of the State, a Congressman, Federal Deputy who also acted as rapporteur for the reform of the 2001 Corporate Law, having, among other advances in the field of Corporate Governance, promoted the autonomy of the CVM on his initiative, President of the National Privatization Council, Brazilian Governor at the IDB, Special Secretary for Economic Policy, President of the Institute for Applied Economic Research (IPEA).
He currently sits on the boards of directors of (i) CSU Cadsystem, a high-tech service provider (since 2014); (ii) Comiex Empreendimentos e Participações Ltda., an investment management company (since 2017); (iii) Vibra Agroindustrial S.A., a poultry company (since 2015); (iv) AEGEA Saneamento e Participações S.A., a sanitation company (since 2014); (v) MRV Engenharia e Participações S.A., a construction company (since 2018); and (vi) INTER & CO, INC, a company in the financial sector (since 2023). None of these companies is part of CPFL Energia's economic group, nor are they controlled by a shareholder holding more than 5% of CPFL Energia's ordinary shares. Mr. Antônio Kandir is also a member of CPFL Energia's Related Parties Committee and Audit Committee.
Mr. Antonio Kandir also has professional experience on ESG matters, as he works at AEGEA, a company that develops and implements responsible water management practices in all its operations, promoting water efficiency, water and sewage treatment, and considered the Best of ESG 2023.
The Officer stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Independent Member
Board Member Certified by Experience (CCA+) by the Brazilian Institute of Corporate Governance (IBGC). Graduated in Business Administration from PUCRJ, with MBA in Business from INSEAD (France) and MBA in Human Resources from FIA, with several extension courses and international certifications at Harvard, MIT, Kellogg, Tavistock Institute (UK), Wholebeing Institute, INSEAD, IoD (UK) and IBGC. Claudia has more than 30 years of professional experience, having been CEO and held C-Level positions in Finance, Performance Management (TQC), Human Resources, Sustainability, Marketing, Strategic Planning, M&A and New Business Development, in the following companies: AmBev (17 y), GPA (4 y), Via (1 y), Votorantim Cimentos (3 y), FNAC (1 y) and Grupo NC/EMS (2 y). For 11 years, she has been member of Board of Directors and Advisory Committees to the Board of Directors (Audit Committee, Strategy Committee and Head of People, Innovation and Sustainability Committees) in companies such as Tupy, Even, Totvs and Arezzo&Co.
Currently is an independent member of the following Board of Directors: Camil Alimentos, BP SP (Benificência Portuguesa SP) and Grupo Cassol.
None of these companies is part of CPFL Energia's economic group, nor is it controlled by a shareholder holding a participation greater than 5% of CPFL Energia's shares.
Claudia contributes to Value Creation through her experience in ESG (energy transition, climate changes, acting in communities and social responsibility and governance practices), Innovation and Business Ecosystems, Diversification and Partnerships, Customer Experience, Global Expansion and Alignment, Leadership and Team Development, Mental Health, Cultural Transformation, Business Turnaround, M&A and Integration of Acquisitions, Definition of KPIs/OKRs and Incentive/Compensation Systems.
Declares that has not been subject, in the last 5 years, to a criminal conviction, conviction in an administrative proceeding by CVM, the Central Bank of Brazil and/or the Superintendence of Private Insurance and a final and unappealable conviction, at the judicial or administrative level, which has suspended or disqualified him to practice a professional or commercial activity.
Advisory Committees
Our Board of Directors constituted five committees with officially designated responsibilities to advise it on matters related to management of the business: Strategy, Growth, Innovation and ESG Committee, People Committee, Related Parties Committee, Finance and Risks Committee, Audit Committee. The chairperson of each of the committees reports on activities at the Board of Directors’ monthly meetings, however, the committees do not have decision-making authority and their recommendations are not binding upon the Board of Directors.
Our Strategy, Growth, Innovation and ESG Committee advises the Board of Directors with subjects related to:
- Monitoring of development and updating of annual plans and strategic plans of CPFL Group, as well as the evaluation of the impacts of the activities on society and the environment;
- To evaluate, implement and to monitor the initiatives related to research and development of new technologies;
- To evaluate and to monitor the CPFL Group's current market and performance potential, relevant investments, asset acquisition and new business, opportunities, investments and partnerships aligned to strategic plan of CPFL Group;
- To evaluate the development, strategy for acquisition of assets and/or participation in greenfield energy generation/co-generation projects, aligned with the strategy of CPFL Group;
- To evaluate the investments in inorganic growth and value creation initiatives foreseen in the Multi-Year Plan;
- To monitor of projects and post-project evaluation related to the development of investments included in the strategic planning;
- To analyze the operational strategy for trading electricity of the CPFL group trading companies, including, but not limited to, the directional position limit and the purchase and sale of electricity;
- To analyze the feasibility of the Company and its Subsidiaries and Affiliated participate in auctions of commercialization of energy;
- To analyze and to monitor the sustainability plan of CPFL Group;
- To analyze the monitoring reports of hydroelectric dams safety belonging to CPFL Group;
- To analyze the annual tariff adjustment presented by Distribution Companies of CPFL Group;
- To evaluate the procedures for selection and hiring of suppliers and services providers, as well as the process of closing of contract (s) of purchase and/or sale of energy, except those that are the competence of Related Party Committee;
- To analyze, when necessary, the project reports of Subsidiaries and Affiliated of CPFL Energia;
- To analyze the periodic review of the corporate governance documents, as well as the updating of Basic Approval Table of CPFL Group; and
- Monitoring the performance in the ESG indicators and awards in which the CPFL Group participates.
Member |
Mr. Chai Jiyong |
Mr. Rafael Lazzaretti
|
Coordinator: Mr. Yumeng Zhao
|
Our People Committee advises the Board of Directors with subjects related to:
- The appointment process for the Company's Chief Executive Officer and Vice Presidents, as well as any other member of administration and Fiscal Council of the CPFL Group;
- The Global compensation criterias for the administrators (Board of Directors and Executive Board), the Fiscal Council and the Audit Committee of CPFL Energia, its Subsidiaries and Affiliated;
- The criteria of establishment and monitoring of the Short Term Incentive Plans (ICP) and Long Term, Term Incentive Plans (ILP);
- Analysis and monitoring of Succession Plan;
- Analysis of Company’s Organizational Structure;
- Evaluation of Company’s Executive Officers and members of Fiscal Council and analysis of self-evaluation improvement plan;
- Analysis of Company’s Safety and People Report;
- Monitoring diversity practices in the composition of the CPFL Group’s management bodies, as well as management practices, people development and guidelines for attracting and retaining talents.
Member |
Mr. Gustavo Henrique de Aguiar Sablewski |
Mr. Zhang Li
|
Coordinator: Mr. Daobiao Chen
|
Our Related Parties Committee advises the Board of Directors with the following subjects, when involving related parties, with the participation of 2 (two) Independent members:
- To evaluate the procedures for selection and hiring of suppliers and services providers;
- To evaluate the process of closing of contract (s) of purchase and/or sale of energy;
- To strategically evaluate the transactions involving Related Party.
Member |
Mr. Antônio Kandir |
Mr. Yunwei Liu
|
Coordinator: Mrs. Claudia Elisa de Pinho Soares |
Our Finance and Risks Committee advises the Board of Directors with subjects related to:
- To analyze and monitor matters related to CPFL Group's economic and financial performance, such as interim statements, financial statements, dividend declaration and interest on equity;
- To recommend protection measures for possible financial risks;
- To analyze the proposal of the annual budget and continuous multi-year budget, of CPFL Energia and its Subsidiaries and Affiliated;
- To analyze the proposal of budget adjustment previously approved by the Board of Directors;
- To analyze proposals for fundraising plans, short and long-term loan plans for CPFL Energia and its Subsidiaries and Affiliates;
- To analyze operations of fixing debts costs in pre-defined indexers;
- To evaluate and recommend measures and actions, related to risks, for negotiations related to incorporation, merger, acquisition or any similar operation involving the CPFL Group;
- To analyze the legal contingencies of CPFL Group.
Member |
Mr. Carlos Victor Cyrino
|
Mr. Zhangyan Fu
|
Coordinator: Mr. Daobiao Chen
|
|
Our Audit Committee, 100% composed of independent members, advises the Board of Directors on matters relating to:
- Hiring, replacement, dismissal and remuneration of independent auditors;
- Evaluation of quarterly information, interim statements and financial statements;
- Supervision of the activities of the internal audit and the area of ??internal controls
- Assessment and monitoring of the Company's risk exposures and compliance;
- Monitoring and quality control of financial statements, internal controls, risk management and Compliance;
- Assessing, monitoring and recommending the correction or improvement of internal policies; and
- Reception and processing of information about non-compliance with legal and normative provisions applicable to the Company, in addition to internal regulations and codes.
Member |
Mrs. Claudia Elisa de Pinho Soares |
Mr. Ricardo Florence dos Santos
|
Coodinator: Mr. Antonio Kandir |
The meeting minutes and documents are available in the "Publications and Documents" section, in the "Meetings" tab.
Fiscal Council
Under Brazilian Corporate Law, the Conselho Fiscal, or Fiscal Council, is a corporate body independent of the Management and the Company’s external auditors. Our fiscal council is permanent, although Brazilian Corporate Law allows fiscal councils to be either permanent or non-permanent, and may be composed of a minimum of three and a maximum of five members. The primary responsibility of the Fiscal Council is to review management’s activities and the financial statements, and to report its findings to the Company’s shareholders. Brazilian Corporate Law requires Fiscal Council members to receive as remuneration at least 10% of the average annual amount paid to the Company’s executive officers, excluding benefits and profit sharing. Minority holders of common shares owning in aggregate at least 10% of the common shares outstanding may also elect one member of the Fiscal Council.
The members of the Fiscal Council adopt a minimum calendar of activities, which includes periodic meetings with the internal and external auditors, and the Board of Executive Officers.
Our Fiscal Council, elected at our Ordinary General Shareholders’ Meeting held on April 26, 2024, with a mandate of one year, is composed of three members:
Bachelor of Science in Accounting from the Federal University of Rio de Janeiro and Law from Universidade Gama Filho, with a specialization from the Institute of Accounting, Actuarial and Financial Research (FIPECAFI) and an MBA in Business Management from IBMEC-RJ. Experience in finance, taxes, capital markets, planning and budgeting, accounting and auditing, with experience in multinational companies such as KPMG Auditores Independentes and Cargill. Solid knowledge of the Brazilian electric sector acquired in more than 20 years of experience, having participated in important projects at ANEEL, LIGHT, TAESA, ENEL, ENDESA, EDF, ELETROBRÁS Group, ENERGISA, CEMIG, CPFL and NEOENERGIA. joined the State Grid group as Deputy Financial Director at Xingu Rio Transmissora de Energia (Bipolo 2 of Ultra High Voltage 800kV in Direct Current) and, since 2019, has served as Deputy Financial Director at State Grid Brazil Holding.
The council member stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Graduated in Accounting and Finance at London South Bank University (2002-2004) and Master in Accounting at Beijing Technology and Business University. She is manager of the Financial Assets Department at China Electric Power Technology Import and Export Corporation (2009-2010), being responsible for accounting and cost control for this sector. From 2010 to 2012, she was responsible for Tax Planning and Internal Risk Control at State Grid International Development Co., Ltd, where she was also responsible for accounting consolidation and cost control for the Financial Assets Department (2012-2016). She was Financial Director of BELO MONTE TRAN. DE ENERGIA SPE S.A. (2016-2018). She is currently Director of the Financial Assets Department of State Grid Brazil Holding S.A. She is certified by The Association Of Chartered Certified Accountants.
The council member stated that he has not been subject, in the last five years, to criminal conviction, to conviction in CVM administrative proceedings and to final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified him from practicing professional or commercial activity.
Mr. Rafael Alves Rodrigues, partner and co-manager of Evolve Capital. With more than 15 years of experience investing in listed and privately held companies, Rafael has invested in more than 80 companies in Brazil, having a solid knowledge of accounting, valuation and business structuring. He has participated in several Boards of Directors and Fiscal Councils, having a collaborative activist approach with portfolio companies, with the main objective of generating value for shareholders. Rafael held the positions of Variable Income Officer, Executive Committee and Private Equity Officer at Rio Bravo Investimentos, in addition to being Investment Officer at Banco Inter. He holds a bachelor’s degree in business administration from Fundação Getúlio Vargas (EAESP/FGV) in 2002 and has been a Chartered Financial Analyst (CFA) certified since 2011.
Declares that has not been subject, in the last 5 years, to a criminal conviction in an administrative proceeding by CVM, the Central Bank of Brazil and/or the Superintendence of Private Insurance and a final and unappealable conviction, at the judicial or administrative level, which has suspended or disqualified him to practice a professional or commercial activity.