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Board of Directors and management

Board of Directors

Miguel Stilwell de Andrade

Chairman of the Executive Board of Directors

Miguel Stilwell d’Andrade is CEO of EDP and accumulates more than 20 years of experience in the energy sector. He has led many of the key transactions that have shaped EDP, including the acquisition of Hidrocantabrico in Spain in 2005, the acquisition of Horizon Wind energy in the US in 2007, the IPOs of EDP Energias do Brazil in 2005 and EDP Renewables in 2008. Miguel has also been CEO for EDP Spain and EDP’s supply business and Board Member of EDP Distribution. After being the CFO, Miguel became CEO of EDP and EDP Renewables in January 2021.

Miguel holds an MBA from the MIT Sloan School of Management and graduated from the University of Strathclyde (Scotland, UK) with an M.Eng in Mechanical Engineering. He spent the early part of his career in Investment Banking.

João Manuel Veríssimo Marques da Cruz

CEO of EDP Energias do Brasil. . Vice-Chairman of the Board of Directors.

João Manuel da Cruz has a business management degree from ISE – Instituto Superior de Economia da Universidade Técnica de Lisboa (1984), he also holds an MBA and a Master’s in Business Management from the Technical University of Lisbon (1989), and a Postgraduate Degree in Marketing and Airline Management from Bath University – United Kingdom (1992).

Between 1984 and 1999, he held different leadership positions at TAP (Air Portugal), being appointed as General Manager and Vice-President (VP) of some of the group’s companies. Between 2000 and 2002, he acted as the VP of several of the CP Group’s companies. From 2002 to early 2005, he was named Chairman of the Executive Committee of Air Luxor. Between 2005 and 2007, he was President of the ICEP- Institute of Foreign Trade of Portugal. In 2007, he became part of EDP Group, being appointed as VP of several of its companies from 2007 to 2021. In addition, in this period, he was elected as Member of EDP Group’s Executive Board of Directors, a position in which he remained until February 2021, when he assumed the presidency of EDP Energias do Brasil.

Rui Manuel Rodrigues Lopes Teixeira

Member of the Executive Board.

He was born on October 11, 1972. He is a member of the Executive Board of Directors of the EDP Group, interim CEO of EDP Renováveis, CEO of EDP España and member of the Board of Trustees of Fundación EDP. He is also responsible for the EDP Group’s Energy Management Unit. He has been with the EDP Group since March 2004, where he led Corporate Planning and Control until 2007. In that year, he assumed the position of CFO of EDP Renewables Europe and EDP Renováveis. From 2008 to 2015, he was a member of the Board of Directors and the Executive Committee of EDP Renováveis. On April 21, 2015, he was elected member of EDP’s Executive Board of Directors and reelected on April 5, 2018. Between April 2015 and July 2020 he held the position of Chairman of the Board of Directors of EDP Gestão da Produção de Energia.

From 1996 to 1997, he was assistant to the Director of the Maritime Commercial Department at Gellweiler – Sociedade de Equipamentos Maritimos e Industriais. Between 1997 and 2001 he worked at Det Norske Veritas as Project Manager and Surveyor in offshore structures, shipbuilding and ship repair. Then, he was a consultant at McKinsey & Company from 2001 to 2004, where he focused on energy, maritime transport and retail banking.

He has a degree in Naval Architecture and Marine Engineering from Instituto Superior Técnico de Lisboa, an MBA from Universidade Nova de Lisboa and graduated from the Advanced Management Program at Harvard Business School.

Vera Pinto Pereira

Member of the Executive Board.

Vera was born on the 23rd April 1974. She has a degree in Economics from Universidade NOVA de Lisboa, and concluded an MBA in 2000, in INSEAD, Fontainebleau, France. She began her professional career as an Associate at Mercer Management Consulting (today Oliver Wyman) from 1996 to 1999. Later, between 2001 and 2003 she was a founding partner at Innovagency Consulting. . In 2003, she moved to TV Cabo Portugal (today NOS), where she was appointed Strategic Marketing Director and later she was appointed TV Service Director in May 2004. In 2007, she transferred to Portugal Telecom as Director of the PayTV Business, coordinating relevant launches such as the MEO payTV service over IPTV and satellite, MEO Go! an over-thetop pay TV service (for pc, tablets and smartphones), the first Video-on-Demand (VOD) service in Portugal and an interactivity experience on TV that was a worldwide case-study.

Between January 2014 and March 2018, she was Executive Vice-President at Fox Networks Group, where she acted as Managing Director for Iberia and member of the Executive Leadership Team Europe and Africa. She managed more than 15 TV channels in Iberia and delivered more than 40 channels to other markets in Europe and Africa. At Fox, she also oversaw the global National Geographic business in Iberia, ranging from the publishing business, to exhibitions and merchandising. During this period, she also served as non-Executive Board Member in Pulsa Media, in Barcelona, a TV Advertising Sales House, representing DTT and PayTV channels from several media groups in the Spanish Market.

On April 5th, 2018, she was elected member of the Executive Board of Directors of EDP and was appointed as CEO of EDP Comercial and EDP Soluções Comerciais, as well as board member of EDP España, EDP Renováveis and EDP’s Foundation. She is a member of the Board of the Portuguese Institute for Corporate Governance, since June 2019, and a member of the Board of Charge Up Europe, since September 2020.

Ana Paula Garrido Pina Marques

Member of the Executive Board.

She was born on December 3rd, 1973. Graduated in Economics from the Faculdade de Economia do Porto (FEP), she completed an MBA, at INSEAD, in 2002, in France and Singapore. She also attended Executive Education Programs at IMD in Lausanne and Harvard Business School.

She initiated her career in Marketing at Procter & Gamble, between 1996 and 1998. In 1998.

She joined Optimus in 1998 in the SME Business Unit. Between 2003 and 2007 she was Marketing Director for the Private Business Unit, having accumulated the role of Brand and Communication Director since 2005. Between 2008 and 2009, she was Marketing and Sales Director of the Mobile Residential Business Unit.

From January 2010 until September 2013, she was Executive Board Member of Optimus overseeing the Marketing and Sales department of the Fixed Residential unit, Customer Service, Operations and Transversal Programs.

Between 2011 and 2014 she was President of APRITEL (Portuguese Association of Telecom Operators).

Since 2013, she is a member of the Executive Board of Directors at NOS SGPS and Vice-President since April 2019, overseeing the areas of Transformation, Digital, People and Organization, Brand and Communication, Customer Service, Logistics, Installation and Maintenance, among others.

Since 2016, she is Non-Executive Board Member of SportTV. She is also a Guest Professor at Porto Business School, since 2007, and at Faculdade de Economia do Porto, since 2013.

Pedro Sampaio Malan

Independent board member since April 26, 2006. President of the Sustainability Committee.

In the academic area, he graduated in Engineering from the Pontifical Catholic University of Rio de Janeiro in 1965, with a Ph.D. in Economics from the University of Berkeley, California.

Member of the Board of Directors of the companies Globex-Ponto Frio, EDP in Brazil, and OGX Petróleo e Gás Participações S.A. Member of the Advisory Board of Alcoa. Member of the Board of Trustees of the International Accounting Standards Committee Foundation. Former Chairman of the Board of Directors of Unibanco. A professor in the Department of Economics of Pontifícia Universidade Católica do Rio de Janeiro. Minister of Finance in the Federal Government from 1995 to 2002. Governor of the Banco Central do Brasil between 1993 and 1994. Special Consultant and Chief Negotiator for External Debt Affairs – Ministry of Finance from 1991 to 1993. Executive Officer at the World Bank from 1986 to 1990 and from 1992 to 1993.

Francisco Carlos Coutinho Pitella

An independent board member since April 10, 2007. Chairman of the Audit Committee and member of the Governance and Related Parties Committee.

Pitella graduated in Civil Engineering from the Escola Nacional de Engenharia of the Federal University of Rio de Janeiro (UFRJ).

Investor Relations Director at GTD Participações S.A, company with investments in EDP – Energias do Brasil S.A., and president of the Investment Committee of Energia PCH Fundo de Investimento em Participações, chairman of the Board of Directors and director-general of Juruena Participações e Investimentos S.A., company with investments in SHPs in the federative state of Mato Grosso. Pitella represents tradings in the import and export of ores and metals.

He was a member of the Boards of Directors and Fiscal Council of Escelsa and Enersul (Subsidiaries of the Issuer), Director of Vale Do Rio Doce Alumínio SA, member of the Boards of Directors of the companies Valesul Alumínio SA and Mineração Rio Do Norte SA and of the Advisory Boards of ALBRAS – Alumínio Brasileiro SA and ALUNORTE – Alumina Do Norte Do Brasil SA He was also General Manager for South America of the trading companies Aioc Corporation and Marc Rich Investment AG.

Modesto Souza Barros Carvalhosa

An independent board member since September 14, 2005. Chairman of the Governance and Related Parties Committee and member of the Audit and Compensation Committees.

In the academic area, he holds a law degree from the University of São Paulo and a doctorate in Commercial and Economic Law from USP.

Carvalhosa is also a member of the Board of Trustees of Universidade Federal de São Carlos and of Fundação Padre Anchieta, the Board of Directors of Companhia Melhoramentos de São Paulo, and the São Paulo Stock Exchange’s Arbitration Panel. He lectured as a professor in Commercial Law at São Paulo University (USP), acted as legal advisor to the São Paulo Stock Exchange, president of the Court of Ethics of the Brazilian Bar Association (OAB), São Paulo Chapter, and was chairman of its Constitutional Commission.

Juliana Rozenbaum Munemori

An independent Board member since April 04, 2018. Member of the Governance and Related Parties Committee.

In the academic area, she holds a degree in Economics from the Pontifical Catholic University (PUC) of Rio de Janeiro and holds the designation CFA.

He went through some financial institutions between 2000 and May 2013, but primarily at Itaú BBA. Between 2013 and 2017, she served as a consultant in consumer and retail projects for Itaú BBA’s Investment Banking.

Juliana has accumulated 13 years of experience in Sell Side Equity Research, with a primary focus on consumer and retail companies. Since July, 2013, he is a member of the Board of Directors of Arezzo & Co and Coordinator of the Strategy Committee.

Since June, 2016, she has been an independent member of Duratex SA’s Board of Directors, as well as the Audit and Risk Management Committee and the Committee for Evaluation of Related Party Transactions.

At Lojas Renner S.A., she has been a Independent member of the Board of Directors since April, 2017 and a member of the Audit and Risk Management Committee. She is also a member of the Advisory Board of Uatt, a company of Endeavor Entrepreneurs, an organization of which she is an active mentor. Previously, she served as an economist at Buy Side of institutions such as JGP, Pactual and Icatu.

Over the years she has been honored several times by Institutional Investor for her coverage of the retail and consumer goods sectors.

Management Board

João Manuel Veríssimo Marques da Cruz

CEO of EDP Energias do Brasil. Vice-Chairman of the Board of Directors.

João Manuel da Cruz has a business management degree from ISE – Instituto Superior de Economia da Universidade Técnica de Lisboa (1984), he also holds an MBA and a Master’s in Business Management from the Technical University of Lisbon (1989), and a Postgraduate Degree in Marketing and Airline Management from Bath University – United Kingdom (1992).

Between 1984 and 1999, he held different leadership positions at TAP (Air Portugal), being appointed as General Manager and Vice-President (VP) of some of the group’s companies. Between 2000 and 2002, he acted as the VP of several of the CP Group’s companies. From 2002 to early 2005, he was named Chairman of the Executive Committee of Air Luxor. Between 2005 and 2007, he was President of the ICEP- Institute of Foreign Trade of Portugal. In 2007, he became part of EDP Group, being appointed as VP of several of its companies from 2007 to 2021. In addition, in this period, he was elected as Member of EDP Group’s Executive Board of Directors, a position in which he remained until February 2021, when he assumed the presidency of EDP Energias do Brasil.

Henrique Manuel Marques Faria Lima Freire

Vice-President of Finance and Investor Relations. 

He took the position as Vice-President of EDP Brasil in April 2015. He is also a member of the board of directors from EDP Brasil’s Distribution, Generation and Transmission companies.

He has bachelor degree in Mechanical Engineering from Instituto Superior Técnico of Universidade Técnica de Lisboa, with exchange experience in Germany and Belgium. He also holds an MBA degree from Universidade Nova de Lisboa.

Henrique has professional background in Brazil and in Portugal in Corporate Finance, Merger and Acquisition (M&A) and Entrepreneurship.

In Corporate Finance developed in financial planning, budgeting, auditing, structured finance and debt restructuring. In M&A, he has background in valuation, due diligence, leveraged buyouts, corporate and tax restructuring, private equity operations and negotiation of contracts. From 1997 to 2010, he worked for Banco Chemical Finance, Arthur Andersen (currently Deloitte), Change Partners Corporate Finance and KPMG.

As an entrepreneur, he was the founding partner of Change Partners Corporate Finance in Portugal in 2003, the first independent corporate finance consulting company in the country. In 2005, after the incorporation of Change Partners to KPMG Portugal, he was the Corporate Finance partner until 2010. In the same year, he was responsible for the internationalization of H3 Hamburguer Gourmet, .In 2011 , In a joint-venture with Icatu Group, he was responsible for the business expansion in Brazil that he was CEO until the beginning of 2015.

 

Luiz Otavio Assis Henriques

Vice-President of Generation and Transmission

He took the position as Vice-President at EDP Brasil in December 2010. He is also a member of the board of directors from EDP Brasil’s Distribution, Generation and Transmission companies.

He graduated in electrical engineering from UNICAMP (State University of Campinas) in 1980, and he has a post-graduate qualification in Energy Planning and the British Privatization Model from De Montfort University of Leicester in the United Kingdom.

Luiz Otavio began his career at CESP (Companhia Energética de São Paulo) in 1981 where he held the posts of technical manager for the Itapeva region, manager of Operations and Planning of Electrical Systems, commercial manager for the Atibaia region, manager of Planning and Control of the East Department, and Atibaia regional manager. Upon the creation of Elektro in 1998, he was appointed the company’s New Businesses manager. From 1999 to 2002, he was Enron’s Trading and Risk officer in São Paulo. Back at Elektro, Henriques was manager for wholesale energy supply and large customers until August 2005 when he was appointed commercial and wholesale energy supply director for the distributor and director of the commercializing company.

Carlos Emanuel Baptista Andrade

Vice-President of Strategy and Business Development .

He took the position as Vice-President at EDP Energias do Brasil in December 2005. He took part in the important moment of the Company, such as an opening of the company’s capital on the São Paulo Stock Exchange. He is also a member of the board of directors from EDP Brasil’s Distribution, Generation and Transmission companies.

Andrade is economist graduated by the UFPE (Federal University of Pernambuco) and also concluded extension programs along the years, including, recently, the Program of Advanced Management of IESE, in Spain. He is fluent in English, French and Spanish.

Before EDP, Carlos Andrade developed his career in the financial market, worked 17 years in international banks in the areas of credit, corporative finances and investment banking. He lived more than a half of his banking career abroad, covering the Latin America market, including Caracas, City of Mexico and New York.

Dyogenes Rosi

Vice-President of Distribution

Graduated in Electrical Engineering from the Federal University of Espírito Santo, he has been working in the electrical sector for over 15 years. Last positions occupied:
– EDP Energias do Brasil S.A.: since 2001, he has held, among other positions, the Executive Management of Energy Studies, Energy Risk and Corporate Risk. Holds the position of Director of Energy Planning
since February 2020.
– EDP São Paulo Distribuição de Energia S.A.: Financial and Investor Relations Departments from October 2017 to February 2020.
– EDP Espírito Santo Distribuição de Energia S.A.: Financial and Investor Relations Departments from October 2017 to February 2020.

Fernanda Nascimento Pires

Vice President of Environmental, Social and Governance (ESG).

Co-Director of People, Digital and Society since 2019. Joined EDP Brasil in 2014 as Executive Manager of People Management. She took over the People Management Department in 2016, and from 2018 she started to co-lead the People Management and Organizational Transformation departments. In 2019, two more major areas were integrated: Digital Transformation and Society (including the EDP Institute). In 2020, she also joined the Board of Directors of Enerprev, a closed pension fund of EDP Brasil.

She graduated in Business Administration and received an MBA in Administration with an emphasis on Human Resources from FGV, Labor Law and Labor Procedural Law at Escola Paulista de Direito, and an MBA in Business Innovation from FIAP.

She has over 20 years of experience in Human Resources and Communication, and has had a good part of her career in the paper and cellulose segment. In the people agenda, she participated in acquisition processes, new projects (structuring new sites and new businesses), restructuring and cultural integration (national and international).

Fiscal Council*

Members:
Adir Pereira Keddi
João António de Sousa Araújo Ribeiro da Costa
Arnaldo José Vollet

*The Fiscal Council is non-permanent collegiate body and is composed of three (3) members elected by the General Meeting of 09.04.2021. The Fiscal Council’s mandate will be in force up to the General Meeting that will examine the accounts for the fiscal year ending August 31, 2022.

Internal Rules of the Board of Directors

Audit Committee’s Bylaws

Last update October 9, 2023
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