Board of Directors
Our board of directors manages our business and is responsible for decision-making and formulating general directives and business strategies, including offering guidance on long-term investments. In the course of business, the board of directors may exercise all the powers and prerogatives that are not, by law or according to our bye-laws, reserved for our shareholders at general meetings. Our board of directors can also appoint and supervise an executive committee.
Our corporate bye-laws stipulate that the board of directors must have at least five members, or another number pursuant to the decision of our shareholders. Currently, our board of directors is comprised of seven members. Only individuals may be members of the board of directors. Pursuant to our corporate bye-laws, at least 20% of the members of our board of directors must be independent directors. If this percentage does not consist of a whole number of directors, the number should be rounded as follows: (i) to the next higher whole number, if it is greater than or equal to 0.5; and (ii) to the next lower whole number if it is less than 0.5. Because our board of directors is comprised of seven members, at least one of those members must be an independent director. Currently, we have one independent director.
Our bye-laws define an independent director as one who: (i) is not a shareholder that controls our Company or a shareholder that is an affiliate or a related party with respect to a shareholder that controls our company (except if such director is an independent director of the aforementioned persons), or part of his immediate family; (ii) is not, and has not been for the three prior years, an employee or director of the Company or of its Affiliates (except in the capacity as an independent director of our company or of the affiliate); (iii) was not a supplier or purchaser of the Company’s products or services in any material manner that caused him to lose his independence; (iv) has not been an employee or director of our Company or of any entity that supplies or purchases services or products to or from our Company (except in the capacity as independent director of our Company or of the affiliate); (v) is not part of the immediate family of any of the directors of the Company; and (vi) has not received any compensation from the Company except in the capacity as an independent director or an affiliate of our Company, or as payments related to his holdings in our Company.
For the purposes of the definition of independent director above: The term “control” means the direct or indirect power to direct or determine the direction of the business, management and policies of the legal person, either by ownership of securities with a right to vote, by agreement or otherwise, provided that the ownership consisting of more than 50% of the voting securities of the company or any person shall constitute control;
The term “immediate family” means, in relation to a person, his spouse, siblings, children, stepchildren, grandchildren, nieces or nephews, or parents; and The term “affiliates” means, with respect to any person, its controller, its controlled entities, or companies under common control with such person.
Any shareholder or group of shareholders representing at least 10% of our paid-in capital shall have a right to elect one director in general meetings, by separate resolution, excluding the votes of the controlling shareholder (“Minority Director”), provided that (i) such shareholder(s) send notification ten days in advance of their intent to elect the Minority Director and, in such notification, they indicate the identity of the candidate; and (ii) such candidate shall be a person whom the board of directors, acting reasonably in the interests of our company and its shareholders, considers to be suitable for the position and does not compete with us or our affiliates or represent interests conflicting with ours or those of our affiliates. Under no circumstance shall there be more than one Minority Director.
For so long as the selling shareholder or its affiliates control the right to exercise one third or more of our votes, the selling shareholder shall have the right to appoint and remove the majority of our board of directors. Our directors are elected at an annual general meeting. The term of office of all members of our board of directors starts on the date of their election or appointment and ends at the annual general meeting held in the second year after their election.
The current members of our board of directors were appointed on April 29, 2011. Their terms of office shall end on the date of the annual general meeting to be held in 2013. The names and positions of the current members of the board of directors are indicated in the table below:
|NAME||POSITION||DATE OF ELECTION||TERM OF OFFICE|
|José Francisco Gouvêa Viera||Chairman||04/27/2017||2019|
|William Henry Salomon||Deputy Chairman||04/27/2017||2019|
|Cláudio Frischtak||Independent Director||04/27/2017||2019|
Set forth below are brief descriptions of the business experience and primary business interests of the current members of our board of directors. The address of each director is Clarendon House, 2 Church Street, Hamilton, HM11, Bermuda.
José Francisco Gouvêa Vieira
Mr. Gouvea Vieira received a Law Degree from the Catholic University of Rio de Janeiro in 1972. He holds a Masters degree in Law from Columbia University, New York (1978). He has been a Partner with Gouvea Vieira Advogados since 1971 and has been with the Company since 1991. He has served as Chairman of the Board (2011) and Director of Wilson, Sons de Administração e Comércio (1992), Ocean Wilsons Holdings Limited (1997) and of Ocean Wilsons (Investments) Limited (1997). He is member of the Board of Directors of various companies, including Banco PSA Finance Brasil S.A. (1999), PSA Finance S.A. Arrendamento Mercantil (1999), Concremat – Engenharia e Tecnologia S.A (2008) and Cetip Educational (2008). He was a member of the Corporate Governance Committee of the American Chamber of Commerce – Sao Paulo (2005) and honorary consul to the Kingdom of Morocco in Rio de Janeiro (2007).
William Henry Salomon
Mr William Henry Salomon Graduated in Law from Magdalene College Cambridge as an undergraduate and postgraduate and then qualified at the English Bar. He was Managing Director of Finsbury Asset Management and Chairman of Rea Brothers. When Close Brothers acquired Rea Brothers Group he became Deputy Chairman of the investment division. In 1999 Mr Salomon established Hansa Capital, where he is the Senior Partner. He is a Director of various UK listed companies as well as Director of Hansa Trust PLC and Hanseatic Asset Management LBG. In addition Mr Salomon is Deputy Chairman of Ocean Wilsons Holdings Limited (OWH), the company which holds the controlling interest in Wilson Sons.
Mr.Cezar Baião graduated in Economics from the Catholic University of Rio de Janeiro (PUC/RJ). Having joined Wilson Sons in 1994 as CFO, he currently acts as the CEO of operations in Brazil. From 1982 to 1989, he served as Money Market Manager at JP Morgan and also as Finance Director of Grupo Lachmann Agência Marítima, between 1989 and 1994. He is a member of the board of directors of the Brazilian Association of Public-Use Container Terminals (Abratec).Mr. Baião is also member of the Oil & Gas production Committee at the São Paulo Industry Federation (COMPETRO – FIESP) and Business Counsellor of Infrastructure at the Rio de Janeiro Industry Federation (FIRJAN).
Mr. Marote earned a law degree from Faculty of Law of Curitiba (FDC). He also holds diplomas from the following institutions: International Maritime Law from Lloyds of London, England; Executive Development Programme of the Kellogg Institute from Northwestern University, Evanston, Illinois, U.S.A.; Structures and Economic Systems – FDC, Paraná; and in Brazilian Policies and Strategies from the Association of Graduates of the Higher War College, in Santos, São Paulo. He joined the Company in 1964 and has held various executive positions, from branch manager to regional director, to superintendent-director. He began his professional career in 1956 at Agência Marítima Intermares Ltda., a subsidiary of the Bunge Born Group. He is currently a Director of the Company and a Partner at CMMR – Intermediacao Commercial Ltda.
Mr. Rozental has a Bachelor Degree in International Relations from the University of the Americas in Mexico, and a MSc. in International Economics from the University of Pennsylvania. He was a career diplomat for more than 35 years with the Mexican Foreign Ministry holding a number of senior diplomatic posts. He is the author of four books on Mexican foreign policy and of numerous articles on international affairs. He founded his own consultancy firm, Rozental & Asociados that works with major multinational corporations on their Latin American strategies. Currently, he is Chairman of the Board of Directors of ArcelorMittal Mexico and is an Independent Director with Ocean Wilsons Holdings and Director of Wilson Sons. He is a member of the Board of HSBC Bank in Mexico and serves as an advisor to Airbus de México, Toyota de México, Brookfield Asset management and APCO Worldwide in Washington. He is a member of the Trilateral Commission, a Senior Policy Advisor at Chatham House (London) and a Board member of Canada’s Center for International Governance Innovation.
Mr. Claudio Frischtak is the head of Inter.B – Consultoria Internacional de Negócios, a financial and economic consulting firm based in Rio de Janeiro, Brazil, Country Director for Mozambique of the International Growth Center (London School of Economics and University of Oxford), and a member of the TT-20 Group of the Brookings Institution. Mr. Frischtak was formerly a Principal Economist at the World Bank where he worked from 1984 to 1991. Mr. Frischtak’s graduate work in economics was undertaken at the University of Campinas, Brazil and at Stanford University (1980-84). While at the World Bank he was an Adjunct Professor at the Department of Economics at Georgetown University (1987-1990). He has published over 100 academic papers and books, and has worked extensively on issues related to infrastructure, industrial and regulatory policy, innovation, and international.