Investor Relations

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 five 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 04/26/2019 2021 ASM

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 04/26/2019 2021 ASM

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.

Burkhard Otto Cordes Board Member 04/26/2019 2021 ASM

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 04/26/2019 2021 ASM

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.

Maílson Ferreira da Nóbrega Independent Board Member 04/26/2019 2021 ASM

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.

Dan Ioschpe Independent Board Member 04/26/2019 2021 ASM

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.

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 Election Date End of Term
Luis Henrique Cals de Beauclair Guimarães Chief Executive Officer 01/04/2020 2021 ASM

Graduated in Statistics, with an MBA in Marketing from Coppead – UFRJ, he has over 20 years of professional experience, in which most of these years he worked for Shell, having served in several executive functions in the Brazil and abroad. Throughout his career, he also worked for other companies such as Banco Nacional, Brasil Telecom, and Webb. He was Commercial Vice-President of Raízen Combustíveis, Chief Executive Officer and Investor Relations at Comgás, and CEO of Raízen. Since April 2020, he holds the position of CEO of Cosan Limited, Cosan S.A., and Cosan Logística.

Marcelo Eduardo Martins Chief Financial and Investor Relations Officer 03/01/2019 2021 ASM

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.

Maria Rita de Carvalho Drummond General Counsel 01/04/2020 2021 ASM

Graduated in Law from the Catholic University of Rio de Janeiro – PUC, with a postgraduate degree in Civil Law from the State University of Rio de Janeiro – UERJ and a Masters in International Law from London School of Economics – LSE. Throughout her professional career, Rita worked at the law firm Barbosa, Mussnich and Aragão, she was a manager for Latin America at BAT – British America Tobacco, parent company of Souza Cruz S.A. based in London, Legal Manager of publicly-held companies Cosan S.A and Cosan Logística S.A. and Legal Director of the same companies. Indicated by the Association Brazilian Publicly Traded Companies (ABRASCA) for the National Financial System Resource Council (CRSFN), term of office from March 2019 to March 2022. Since April 2020, Maria
Rita Drummond became the legal vice president of Cosan Limited, Cosan S.A., and Cosan Logística S.A.

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
Vanessa Claro Lopes Member 04/26/2019 2020 ASM

Ms. Vanessa Claro Lopes holds a degree in system analysis from FATEC/BS (1995) and accounting sciences at Federal Fluminense University (2013), with specialization in computer networks at the University of São Judas Tadeu (1998) and business management at FGV (2004). With 20 years of professional experience, she is currently Chairman of the Fiscal Council of Via Varejo S/A and of the Audit Committee of Tegma S/A. She held the position of Internal Audit Director of TAM S/A Group between 2010 and 2014. She was previously responsible for the Internal Audit Department of Globex Utilidades S/A, known as Ponto Frio. She began her career in Systems Audit in 1995 at PricewaterhouseCoopers, having participated in the creation of the Consultants Group in Brazil for Telecom Network Services. She was responsible for the audit teams of Telefônica Group’s mobile telephony companies, between 2001 and 2004, having implemented at the time the Risk Mapping for all companies in the group in Brazil. During 2 years, she was a professor of systems audit and information security at Objetivo College between 1997 and 1998.

Carla Alessandra Trematore Alternate member 04/26/2019 2020 ASM

Ms. Carla Alessandra Termatore holds a bachelor’s degree in computer science from Universidade Estadual Paulista – UNESP. Arthur Andersen, Deloitte and Ernst & Young from 1996 to 2010, and was internal audit manager at Confab, a Brazilian publicly-held company controlled by the Italian-Argentine group Techint/Tenaris. She was a partner at Hirashima & Associados, where she led accounting and financial consulting services in corporate reorganizations and served as a consultant to the Foundation for Accounting, Actuarial and Financial Research – FIPECAFI. She was an alternate member of the Fiscal Council of Empresa Brasileira de Aeronáutica S/A (Embraer) between 2007 and 2015 and controller in a group of companies of generation and commercialization of electric energy (Bolognesi Energia SA) from 2014 to 2016. She is currently administrative and financial manager of CELSE – Centrais Elétricas de Sergipe SA, company in the phase of construction of an electric power generation plant with installed capacity of 1.5 GW, and partner of Laplane Consultoria Econômica. Her experience includes: auditing the financial statements of companies in various segments (industrial and services), in accordance with Brazilian and international accounting practices (US GAAP and IFRS); audit of internal controls in line with the Sarbanes-Oxley Act; management of processes of acquisition, merger and incorporation of companies (due dilligences) with financial-accounting focus. advice on corporate restructuring processes; adivce on IPOs (IPOs abroad and in Brazil); risks management and monitoring of corporate programs of internal audit with focus on risks; assessment and diagnosis of corporate fraud; and controller.

Edison Carlos Fernandes Member 04/26/2019 2020 ASM

Edson Carlos Fernandes is a lawer, holding a graduate degree in law from the USP Law School – Largo São Francisco (1994), postgraduate degree in Tax Law from the Instituto Internacional de Ciencias Sociais – IICS (former Centro de Extensão Universitaria), a second postgraduate degree in International Politics from Fundação Escola de Sociologia e Politica de São Paulo (1998), Masters in Economic and Political Law from Universidade Presbiteriana Mackenzie (2002), and a Doctorate degree in Direito das Relações Econômicas Internacionais from the Pontifícia Universidade Católica de São Paulo (2006).  Mr. Fernandes has been a member of the Council o Taxpayers (current Administrative Council of Fiscal Resources) of Ministério da Fazenda (2001 to 2003); an acting judge of the Tribunal de Impostos e Taxas do Estado de São Paulo (2001 to 2002); Tax consultant at da PricewaterhouseCoopers (1995 to 1998); Member of the Fiscal Council of VIVER S.A.; Member of the Fiscal Council of MATABOI S.A.; Lecturer in Law at Universidade Presbiteriana Mackenzie (2004 to 2014); President of the Comission of Finance at Instituto Brasileiro dos Executivos de Finanças – IBEF (São Paulo section).  Currently Mr. Fernandes is a lecture of accounting of postgraduate courses at Fundação Getúlio Vargas (GVLaw and GVManagement) (since 2004); Coordenador do Núcleo de Direito Tributário do CEU-IICS Escola de Direito (Desde 2012); joint coordinator of Grupo de Estudos em Direito e Contabilidade – GEDEC at FGV Direito SP; Titular da Cadeira nº 29 da Academia Paulista de Letras Jurídicas – APLJ; Lecturer at the course of specialization at the Associação Paulista de Estudos Tributários – APET. Is the author of several books, including: “Direito e contabilidade: fundamentos do direito contábil” (Trevisan); “IRPJ e CSLL” (Atlas); “Demonstrações financeiras: gerando valor para o acionista” (Atlas) and several in-depth texts.

Francisco Silvério Morales Céspede Alternate member 04/26/2019 2020 ASM

Mr. Francisco Morales holds a bachelor and master’s degree in Business Administration (FGV), having specialized courses in Brazil and the United States (Harvard and Stanford). He has worked for more than 35 years as a Director of Business Administration and Finance and Investor Relations (CFO and DRI) and member of Boards of Directors, Audit and Finance Committees of São Paulo Alpargatas, Santista Têxtil and Monsanto of Brazil, among other national and foreign companies. For 15 years he was Vice President of the Brazilian Institute of Finance Executives of São Paulo (IBEF SP). He is currently a consultant in Business Management, participates in the boards and committees of several companies and leads the Cespe Foundation for Business Management.

Marcelo Curti Member 04/26/2019 2020 ASM

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.

Henrique Aché Pillar Alternate member 04/26/2019 2020 ASM

Mr. Henrique Aché is an engineer from the Military Engineering Institute (IME) in 1976, with a Master’s degree in Transportation also from the IME in 1983 and a specialization completed from INSEAD (European Institute of Business Administration) in 2001. He has been in the logistics field for 35 years: Transport Manager of the Brazilian Mining Reunião SA (1986-1996); Director of Planning and Finance of MRS Logística S.A. (1997-2010) and Partners of CWH Consultoria Empresarial (2012-2013). He is currently a general consultant in logistics and infrastructure since 2012.

Audit Committee

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 2 years, 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 05/09/2018 05/09/2020

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 Independent Member 05/09/2018 05/09/2020

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 05/09/2018 05/09/2020

Mr. Felício is the founder of Vecte, a Consulting company specialized in corporate governance.  Mr. Felício has built a career in International Consulting companies such as Andersen, Accenture, Ernst & Young e KPMG.  Throughout his career, he has advised large-scale Brazilian companies in improving financing management, corporate governance, risk management and preparation for IPO´s amongst other themes related to the generation and protection of Value to the Stakeholders.

People committee

Name Position Election Date End of Term
Marcos Marinho Lutz Member 05/09/2018 05/09/2020

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.

Burkhard Otto Cordes Member 05/09/2018 05/09/2020

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.

Dan Ioschpe Member 05/09/2018 05/09/2020

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.

Last update: May 18, 2020