Governance Model

Diversity, Equity and Inclusion

currently one woman serves on the Board of Directors and two on the Executive Board.

High standards of Governance

CBA has implemented ISO 31000:2018, the international gold standard for risk management.

We have practices in place for compliance with the Sarbanes-Oxley (SOX) Act, ensuring the effectiveness of internal controls over the financial statements is evaluated to a high standard.

General Shareholders’ Meeting

Approves the Company’s accounts and financial statements, appoints members to the Board of Directors, and decides on mergers and acquisitions and asset valuations. It may also propose amendments to the Company’s By-laws.

Participating shareholders:
– VSA

Board of Directors

The Board of Directors is appointed by the General Shareholders’ Meeting to monitor the Company’s performance and provide high-level direction on strategic and/or high-impact matters. The board has six members, including three independent members, who meet six times a year.

Regiment
Board of Directors Internal Regulations

Members of the Board of Directors:

Luis Ermírio de Moraes Chairman of the Board

Luis Ermírio went to Colégio Rio Branco for secondary school and has a degree in Engineering from the Colorado School of Mines. He joined Companhia Níquel Tocantins, the Votorantim Nickel concern, in the eighties, where he led improvements in technical processes, with three patents in this area in his name. In the nineties he transitioned from the technical to the business area, becoming the CEO of Companhia Níquel Tocantins. In the early two-thousands, in line with the changing governance at Votorantim, he joined the Board of Directors, of which he remains a member. He also heads Votorantim New Business, the area of the group dedicated to fostering companies that focus on technological innovation, especially in biotechnology and IT. He is a former member of the Board of Votorantim Metais (currently Nexa), and of Citrosuco. Today he is on the board of Nexa CBA and Votorantim SA.

Franklin Lee Feder Independent Member

Franklin has been on the CBA Board of Directors since 2017. He is also on the Board of several manufacturing companies in the US and Brazil, as well as third-sector organizations such as Paccar Inc., Minerals Technologes Inc., AES Brasil S.A., Prumo Logistica S.A., FS Bioenergia, Instituto Ethos, and WRI Brasil. He is also on the Advisory Board of Sitawi-Financas para o Bem [Sitawi-Finances for the Good], and Fórum de Empresas e Direitos LGBTQ+ [Business Forum and LGBTQ+ Rights]. He is a former Chair of the Board of InterCement, Loma Negra, and the Encalso Group, and on the Board of Alexander Proudfoot and Unigel. Before that, Franklin was the Latin America and Caribbean CEO for Alcoa, a partner with Booz, Allen & Hamilton, and Technomic Consultants. He has a degree from EAESP/FGV, and an MBA from the IMD Business School.

Eduardo Borges de Andrade Filho Independent Member

Eduardo Andrade has been on the CBA Board of Directors since 2017 and was on the Board of Nexa Brazil until 2018. He has over 20 years experience working for large manufacturing concerns and international consulting firms, working in strategy, corporate development, corporate finance, governance, and organization. He is a founder and Director of Otinga Investimentos, a private equity company that focuses on mid-sized companies in Brazil. Between 2011 and 2014 he was the Corporate Planning Director for VSA, and on the board of another four companies belonging to the Votorantim Holding Group. In 2010 and 2011 he was the VP for Corporate Development at Usiminas, a steel company where he handled the Mining and Capital Goods units, as well as Business Strategy and M&A. Between 1997 and 2010 he was a partner with McKinsey & Company, where he held numerous leadership positions such as the Basic Materials Practice, and the Latin America Knowledge Committee. He started out as an entrepreneur and engineer in Minas Gerais. Eduardo Andrade has a degree in Civil Engineering from Fundação Mineira de Educação e Cultura, and an MBA from the University of Chicago . He is also on the Compensation and Governance Board of Nexa Resources, and on the Board of Directors of Nexa Resources.

José Roberto Ermírio de Moraes Filho Member

José Roberto has a degree in Business Administration from Insper, and completed executive courses at Harvard, Stanford, and Singularity. In his career he has worked for Merrill Lynch, and was a business analyst at McKinsey & Company. He is familiar with numerous Votorantim areas of activity, and the entrepreneurial spirit is part of his DNA. In 2005, he became the founding partner and executive of Perfin Investimentos, and is currently on the company Board of Directors and Executive Board. In 2013 he was selected by Merco/Exame as one of the leaders with the best reputation in Brazil. Currently José Roberto is on the BoD of Hejoassu, Instituto Votorantim, and CBA (Companhia Brasileira de Alumínio), and an Independent Assessment Member at Insper.

Sérgio Ricardo Romani Independent Member

Sergio Romani has been an independent member of the Company’s Board of Directors and Audit Committee since 2021. He has over 38 years experience, and several degrees and courses in Accounting and Auditing, Strategy, Leadership, Corporate Governance, People Management, and Business Development at EY (Ernst & Young), the Kellogg School of Business, the Harvard Business School, and IBGC. Sergio Romani has a 36-year career with EY, from where he retired in 2019. He served primarily traded companies in Brazil and especially the US, across several industries. His main positions in his last 10 years with EY include (i) CEO for the Southern Cone of Latin America (Latin America South ± LAS, 5 countries); (ii) Member of the EY Americas and Global Boards; (iii) head of Auditing, Accounting and Financial Consulting, and Fraud and Investigation in South America and Brazil. Since September 2019 Sergio has been a partner with SR Assessoria e Consultoria de Negócios. He has a degree in Accounting from Universidade Santa Úrsula (1989). Today he is on the Vale Audit Committee, on the CESP Board of Directors, and the Coordinator of the CESP Audit Committee.

Glaisy Domingues Member

Ms. Gleisy has a degree in accounting from UFF – Universidade Federal Fluminense, an MBA in Economic and Corporate Law from Fundação Getúlio Vargas, and a degree in Finance from Insper. She has worked in tax and finance for over 25 years, the last 17 for Grupo Votorantim, where she has held several positions in the holding and group companies. She is currently an Executive Director for Votorantim SA, and on the Board of Directors of numerous group companies.

Ricardo Rodrigues de Carvalho Member

A chemical engineer graduated at the Federal Rural University of Rio de Janeiro (UFRRJ), with an MBA in Business Management from FGV and leadership courses at MIT and IMD. Ricardo Carvalho has 40 years’ extensive experience in the metals and mining sector, especially in aluminum. This includes 20 years at Alcoa, in the Refinery and Smelter sectors. He was Nickel Business officer from 1999 to 2004, during his first stint at Votorantim Metais, which is now Nexa Resources. Between 2004 and 2014 Ricardo worked at Vale as Aluminum Officer and then Basic Metals Operations officer, initially in the southern Atlantic and then in Asia/Pacific. In 2014, Ricardo Carvalho returned to Votorantim as its Aluminum Business Officer, spearheading the overhauling of its business strategy and the spin-off of Companhia Brasileira de Alumínio with Nexa. He was the CEO of CBA from June 2016 until 2023, when he joined the Company’s Board of Directors. He is also Chairman of the Board of Governors at ABAL and a member of FIESP’s Competitiveness and Innovation Superior Council.

Remuneration & People Committee

A committee composed of independent members that advises the Board of Directors on related matters.

Members of the Remuneration & People Committee:
– Luís Ermírio de Moraes
– Eduardo Borges de Andrade Filho
– Gilberto Lara Nogueira
– Ricardo Rodrigues de Carvalho
– João Zeferino Ferreira Velloso Filho

Regiment
Remuneration & People Committee Internal Regulations

Audit Committee

A committee composed of independent members that advises the Board of Directors on related matters.

Members of the Audit Committee:
– Sergio Citeroni
– José Ecio Pereira da Costa Júnior
– Eduardo Borges de Andrade Filho

Regiment
Audit Committee Internal Regulations

Sustainability Committee

Assists the Executive Board in related matters in an advisory capacity, without decision-making authority.

Members of the Sustainability Committee:
– Sônia Aparecida Consiglio
– José Roberto Ermírio de Moraes Filho
– Franklin Lee Feder
– Ricardo Rodrigues de Carvalho

Regiment
Internal Regulations of the Sustainability Committee

Finance Committee

A committee composed of members with demonstrable expertise in the field, responsible for advising the Board on financial matters.

Members of the Finance Committee:
– Andrea Cristina Ruschmann
– Glaisy Domingues
– João Zeferino Ferreira Velloso Filho

Regiment
Internal Regulations of the Finance Committee

 

Andrea Cristina Ruschmann

Andrea has a graduate degree in Business Administration from Fundação Getúlio Vargas. She has worked in corporate finance for close to 20 years, having been the Financial and Investor Relations Director at companies such as AES Eletropaulo, Tecnisa, Investtur, and Brookfield Shopping Centers. She has focused on corporate and financial restructuring , mergers & acquisitions, and capital market transactions. She has also interfaced with institutional investors and sovereign funds, in addition to retail investors in traded companies. In recent years she has focused on startups, focusing more on businesses of purpose and impact, working as an investor, entrepreneur, and mentor. She is on the FEA Angels investment committee, an advisor of KPTL, and a partner of the Core Angels Edutechs Fund. In 2021 she completed the IBGC Board Member training course, and the Cambridge Sustainable Finance course.

Glaisy Domingues

Ms. Gleisy has a degree in accounting from UFF – Universidade Federal Fluminense, an MBA in Economic and Corporate Law from Fundação Getúlio Vargas, and a degree in Finance from Insper. She has worked in tax and finance for over 25 years, the last 17 for Grupo Votorantim, where she has held several positions in the holding and group companies. She is currently an Executive Director for Votorantim SA, and on the Board of Directors of numerous group companies.

João Zeferino Ferreira Velloso Filho

João é graduado em Administração pela Fundação Getúlio Vargas e possui MBA em Finanças pelo Insper. Com mais de 10 anos de experiência profissional, trabalhou como diretor na Helipark Manutenção Aeronáutica, onde hoje atua como conselheiro. Também foi um dos sócios fundadores da Investment One Partners, gestora independente baseada em São Paulo. Atualmente, João é executivo na Votorantim S.A. (VSA) onde exerce o cargo de Gestor de Investimentos. Na Votorantim, também atua como membro do Conselho da Hejoassu, holding controladora do Grupo Votorantim.

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