Corporate Governance

Management and Committes

The Board of Directors (Board) is the highest governance and collective decision-making body. It is responsible for defining general guidelines and policies, as well as overseeing the management functions of executive officers, among other duties.

The Board has at least two (or 20%, whichever is greater) independent directors*, as defined by the B3’s Novo Mercado Regulations and as established in the bylaws of Cosan, and the characterization of nominees to the Board as independent directors must be deliberated at the Shareholders Meeting that elects them. The term of office is two years, with re-election permitted. At the last Shareholders Meeting where members of the Board were elected, held on April 27, 2023.

The current Board consists of ten members, including four independent members, two of them women. The chairman of the Board does not hold any executive position at Cosan.

For information about the participation of directors in Board meetings, see item 12.5/6 of the Reference Form.

Name Position Election Date End of Term 1st Election Date
Rubens Ometto Silveira Mello Chairman of the Board of Directors 04/27/2023 2025 ASM 11/07/2000 (23 years)

Date of birth: 02/24/1950

Education

− Degree in Production Engineering from the Polytechnic School of São Paulo (USP); graduate degree in Finance from UNIMEP; and MBA at FGV with an extension program at Ohio University.

Professional Background

− Advisor to the Executive Board of Unibanco; Chief Financial Officer of Votorantim; member of the Board of Directors of Única; and CEO of Cosan S.A.; Chairman of the Board of Directors of Comgás; he has accumulated solid experience in business management, having worked in industrial areas, risk management, finance, human resources, ESG, and strategy.

Current Positions

− Chairman of the Board of Directors of Cosan since 2000; chairman of the People and Nominating Committee of Cosan; CEO of Aguassanta Participações (parent company of Cosan); chairman of the Board of Directors of Rumo, Compass, Raízen and Moove.

Social Work

− Member of the Board of Directors of Gerando Falcões; and member of the Advisory Board of Instituto de Cidadania Empresarial (ICE).

Marcelo Eduardo Martins² Vice Chairman of the Board 04/27/2023 2025 ASM 07/30/2010 (13 years)

Date of birth: 10/21/1966

Education

− Degree in Management from FGV, with specialization in Finance.

Professional Background

− Leader of the Latin American Fixed Income department at Salomon Smith Barney in New York; Chief Financial and Business Development Officer of Votorantim Cimentos; and Operates in several strategic, financial risk management fronts, also accumulating solid experience in industrial, ESG, people, among others.

Current Positions

− Vice President of the Board of Directors of Cosan since 2021 and between 2010 and 2019; Member of the Sustainability Committee and CEO of Cosan*; member of the Board of Directors of Eurofarma Group; member of the Board, the People, Appointment and Compensation Committee, the Strategic and Sustainability Committee and the Financial Committee of Rumo*; member of the Board and the People Committee of Compass*; member of the Board of Comgás*; member of the Board of Raízen*; member of the Board of Moove* (*companies of the same economic group).

Burkhard Otto Cordes Member of the Board 04/27/2023 2025 ASM 08/30/2005 (18 years)

Date of birth: 05/06/1975

Education

− Degree in Business Administration from FAAP; and MBA in Finance from IBMEC-SP.

Professional Background

− Experience in the commercial area, focusing on Middle Market and Corporate segments at Banco BBM S.A.

Current Positions

− Member of the Board of Directors of Cosan since 2005; member of the People and Nominating Committee of Cosan; Vice president of companies in the Aguassanta Group (parent company of Cosan); member of the People Committee of Comgás; member of the Board and Financial Committee of Rumo; and member of the Board and People Committee of Compass Energia S.A.

Social Work

− Board member at Instituto Sol.

Luis Henrique Cals de Beauclair Guimarães Member of the Board 04/27/2023 2025 ASM 01/22/2021 (3 years)

Date of birth: 08/10/1966

Education

− Degree in Statistics from Escola Nacional de Ciências Estatísticas – IBGE; and MBA in Marketing from Coppead – UFRJ.

Professional Background

− Various positions at Shell in Brazil, USA and England; CEO, Commercial Vice President and member of the Board of Raízen; CEO and member of the Strategy and Sustainability Committee of Cosan S.A.; Chief Executive and Investor Relations Officer of Comgás; He worked at other companies such as Banco Nacional, Brasil Telecom, and Webb; He has solid professional experience in Brazil and abroad, having worked in industrial sectors, risk management, human resources, ESG, and strategy, where he participated in various forums and committees.

Current Positions

− Member of the Board of Directors of Cosan since 2021; independent member of the Board, Coordinator of the Capital Allocation and Projects Committees and member of the People and Compensation Committee of Vale since 2023; member of the Board of Directors of Moove; and chairman of the Brazilian Association of Publicly Held Companies (ABRASCA).

Social Work

− Member of the National Governance Committee of Comunitas.

Pedro Isamu Mizutani Member of the Board 04/27/2023 2025 ASM 01/22/2021 (3 years)

Date of birth: 06/29/1959

Education

− Degree in Production Engineering from the Polytechnic School of São Paulo; Graduate degrees in Finance from UNIMEP and Administration from the Kellogg School of Management; MBA from FGV with an extension program at Ohio University; and Master’s degree from Fundação Getúlio Vargas.

Professional Background

− Planning Supervisor, Finance Manager and Administrative and Financial Superintendent at Costa Pinto S.A.; Chief Administrative and Financial Officer and Managing Director of Cosan Group; and Chief Operating Officer at Raízen.

Current Positions

− Member of the Board of Directors of Cosan since 2021; and member of the Board of Directors of Centro de Tecnologia Canavieira (CTC).

Ricardo Dell Aquila Mussa Member of the Board 10/21/2024⁴ 2025 ASM 10/21/2024

Date of birth: 06/10/1975

Education

− Degree in Production Engineering from the Polytechnic School of São Paulo.

Professional Background

− Executive Vice President responsible for Logistics, Trading and Distribution and CEO of Raízen; CEO of Cosan Lubrificantes and later CEO of Moove Lubrificantes; Founder and CEO of Radar for 5 years; Member of the Board of Westchester in the USA – a TIAA CREF company (American Pension Fund); and has held several roles in multinationals such as Unilever and Danone, mainly in the Supply Chain area.

Current Positions

− Member of the Board of Directors of Cosan; and CEO of Cosan Investimentos.

Ana Paula Pessoa Independent member of the Board¹ 04/27/2023 2025 ASM 01/22/2021 (3 years)

Date of birth: 03/25/1967

Education

− Bachelor’s degree in Economics and International Relations from Stanford University; and Master’s degree in Development Economics from Stanford University.

Professional Background

− Chairwoman of the Board of Directors of Neemu Internet; founder of Brunswick São Paulo; CFO of Infoglobo and other positions held in various companies of Globo Organizations for 18 years; member of the UN Development Programme; worked for the World Bank in the USA and Africa; and Chief Financial Officer of the Organizing Committee of the Rio 2016 Olympic and Paralympic Games.

Current Positions

− Independent member of the Board of Directors and Chair of the Sustainability Committee of Cosan S.A.; member of the Global Council of News Corporation, its Audit Committee and the Nominating and Corporate Governance in New York; member of the Global Council of Credit Suisse in Zurich; and member of the Board of Directors and coordinator of the Audit Committee of Suzano.

Social Work

− Founder of Conselheira101, dedicated to the development of Black women on boards; Global Advisory Council (GAC) of the Stanford University; and Instituto Atlántico de Gobierno, Madrid.

José Alexandre Scheinkman Independent member of the Board¹ 04/27/2023 2025 ASM 01/22/2021 (3 years)

Date of birth: 01/11/1948

Education

− Degree in Economics from UFRJ; Master’s degree in Mathematics from the Instituto de Matemática Pura e Aplicada (IMPA); Master’s and doctorate degrees in Economics from the University of Rochester; and post-doctorate degree from the University of Chicago.

Professional Background

− Vice president of Financial Strategies at Goldman, Sachs and Co.; and member of the editorial council of the Journal of Political Economy and Proceedings of the National Academy of Sciences; Focusing on economics and financial risk management, transitioned through various areas relevant to his position as a board member and audit committee member, such as risk management, compliance, cybersecurity, sustainability, and governance.

Current Positions

− Independent member of the Board of Directors (since 2021) and independent member and coordinator of the Audit Committee of Cosan; member of the Board of Directors of TAG IMF; professor of Economics at Columbia University (Charles and Lynn Zhang) and Theodore A. Wells ’29 (Emeritus) at Princeton University; member of the Research Association and Group of the National Bureau of Economic Research, National Academy of Sciences (US), American Academy of Arts and Sciences and Fellow American Finance Association; and Member of the Scientific Board of Europlace Institute of Finance (Paris).

Social Work

− Advisor to the 2030 Amazon Project of Instituto Internacional para Sustentabilidade (IIS).

Silvia Brasil Coutinho Independent member of the Board¹ 04/27/2023³ 2025 ASM 04/27/2023 (1 year)

Date of birth: 12/01/1961

Education

− Degree in Agricultural Engineering from the University of São Paulo (ESALQ); graduate degree in Agricultural Engineering from the University of São Paulo (ESALQ); and MBA from Columbia University.

Professional Background

− Worked for 17 years at Citibank in various areas; worked for 10 years at HSBC in various areas; and was President of Banco UBS Brasil e América Latina from 2013 to July 2024.

Current Positions

− Member of the Board of Directors of Cosan S.A.; member of the People and Nominating Committee of Cosan; member of the Board of Directors of Edenred.

Vasco Augusto Pinto da Fonseca Dias Júnior Independent member of the Board¹ 04/27/2023 2025 ASM 01/22/2021 (3 years)

Date of birth: 12/25/1956

Education

− Undergraduate and graduate degrees in Information Systems from PUC-RJ; and Executive Training Program at the University of Michigan (USA).

Professional Background

− Chief Commercial Officer, CEO and Chief Operating and Sales Officer of Shell; Executive officer of Companhia Siderúrgica Nacional (CSN); chairman of the Board of Directors of GalvaSud; and CEO of Raízen.

Current Positions

− Independent member of the Board of Directors of Cosan since 2021; and member of the Sustainability Committee of Cosan.

1) In accordance with the definition of B3’s Novo Mercado Regulations. Click here for more details on the criteria.

2) Marcelo Martins served on the Board between 7/30/2010 and 4/26/2019; he was not elected at the Meeting of 4/26/2019 and returned at the Meeting of 1/22/2021.

3) Date of investiture: 7/1/2023

4) Date of investiture: 11/1/2024

Click here for more information on the expertise and skills of the directors.