Councils 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 01/22/2021 2 years

Mr. Mello is the chairman of Cosan S.A., Compass Gás & Energia, 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.

Marcelo Eduardo Martins Vice-Chairman 01/22/2021 2 years

Mr. Marcelo is the vice president of finance, investor relations officer and vice-chairman of the board of directors of the Company. Mr. Marcelo holds a degree in business administration from Fundação Getúlio Vargas, and he is specialized in finance.  He joined the Cosan Group in July of 2007 as an executive at Aguassanta Participações S.A and worked as Chief Financial and Business Development Officer at Votorantim Cimentos between July, 2003 and July, 2007. Prior to that, he was in charge of the Latin American Fixed Income Department at Salomon Smith Barney in New York.

Pedro Isamu Mizutani Board Member 01/22/2021 2 years

Mr. Pedro holds a Bachelor’s degree in Production Engineering from Escola Politécnica da Universidade de São Paulo (1982) and he is post-graduated in Finance from UNIMEP – Universidade Metodista de Piracicaba and also an MBA in Business Management from Fundação Getúlio Vargas – FGV with extension course at Ohio University. He has more than 20 years of experience in the administrative and financial areas developed in companies from the sugar cane sector. He also worked at Costa Pinto S.A. as Planning Supervisor, Financial Manager, and as Administrative and Financial Superintendent.From 1990 to 2001, he served as Administrative and Financial Officer of Cosan Group, and in 2001 he assumed the position of Officer Superintendent with responsibilities in the general coordination of strategic and operating activities of the commercial, administrative, financial, agricultural and industrial areas. In 2011 he became Operations Officer Vice-Chairman of Raízen, where he remained in office until 2019.

Burkhard Otto Cordes Board Member 01/22/2021 2 years

Mr. Cordes has held the position of Executive Officer in Cosan Limited since 2016 and 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.

Luis Henrique Cals de Beauclair Guimarães Board Member 01/22/2021 2 years

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 at Cosan S.A..

Dan Ioschpe Independent Board Member 01/22/2021 2 years

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’ Chairm

Vasco Augusto Pinto Fonseca Dias Júnior Independent Board Member 01/22/2021 2 years

Mr. Vasco has bachelor’s degree in System Engineering from Pontifícia Universidade Católica do Rio de Janeiro. He joined Shell Group as intern in 1979 and later became analyst and chief of systems. In December 2000, he left Shell Group to become Executive Officer of Companhia Siderúrgica Nacional – CSN. He returned to Shell Group in 2005 as chairman for Latin America. He also served as Officer Chairman of Raízen from 2011 to March 2016.

José Alexandre Scheinkman Independent Board Member 01/22/2021 2 years

Mr. Scheinkman holds a bachelor degree in Economics from Universidade Federal do Rio de Janeiro, also a master and PhD. in economics from University of Rochester, as well as master in Mathematics from Institute of Pure and Applied Mathematics. He is a Professor at Columbia University and Professor of Economics at Theodore A. Wells ’29 (Emeritus) at Princeton University. He is member of several research groups and associations, including the National Bureau of Economic Research and Cambridge Endowment for Research in Finance. He received the title Doutor Honoris Causa from Université ParisDauphine in 2001. He is member of the Scientific Board of Europlace Institute of Finance (Paris), National Academy of ciences, American Finance Association and Academic Board of INSPER. Previously, he was Financial Strategy Vice-Chairman of Goldman, Sachs & Co., member of Axion Investments from 2003 to 2013, co-editor of the Journal of Political Economy and member of the economic advisory group of Fundation Sloan.

Ana Paula Pessoa Independent Board Member 01/22/2021 2 years

Ana Paula is partner, investor and Chairman of the Board of Directors of Kunumi AI, a 100% Brazilian artificial intelligence company, with values and purposes that guide investment decisions. Member of the global board of Credit Suisse, in Zurich, of News Corporation, in New York, and of Vinci Group, in Paris. She has a passion to improve diversity in the companies and understand how technology and social changes affect corporate cultures. Her voluntary activities concentrate in educational initiatives and environmental concerns to foment sustainable growth. She is member of the Global Board (GAC) of Stanford University, in California, Advisory Board of The Nature Conservancy Brazil, Audit Committee of Fundação Roberto Marinho, and Instituto Atlantico de Gobierno, Madrid. She was financial officer of Rio 2016 Olympic and Paralympic Organizing Committee. She invested and was Chairman of the Board of Neemu Internet. She was partner and founder of Brunswick São Paulo, worked 18 years in several companies of Organizações Globo. She worked for the United Nations Development Program and for the World Bank in the USA and in Africa. Ana Paula holds bachelor’s degree in Economics and International Relations and Master in Development Economics from Stanford University.

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 05/14/2021 2 years

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 at Cosan S.A..

Marcelo Eduardo Martins Chief Financial and Investor Relations Officer 05/14/2021 2 years

Mr. Marcelo is the vice president of finance, investor relations officer and vice-chairman of the board of directors of the Company. Mr. Marcelo holds a degree in business administration from Fundação Getúlio Vargas, and he is specialized in finance.  He joined the Cosan Group in July of 2007 as an executive at Aguassanta Participações S.A and worked as Chief Financial and Business Development Officer at Votorantim Cimentos between July, 2003 and July, 2007. Prior to that, he was in charge of the Latin American Fixed Income Department at Salomon Smith Barney in New York.

Maria Rita de Carvalho Drummond General Counsel 05/14/2021 2 years

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 04/30/2021 2022 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 04/30/2021 2022 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 04/30/2021 2022 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 04/30/2021 2022 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 04/30/2021 2022 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 04/30/2021 2022 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
Felício Mascarenhas de Andrade Independent Member 02/05/2021 2 years

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.

João Ricardo Ducatti Coordinartor and Independent Member 02/05/2021 2 years

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.

José Alexandre Scheinkman Independent Member 02/05/2021 2 years

Mr. Scheinkman holds a bachelor degree in Economics from Universidade Federal do Rio de Janeiro, also a master and PhD. in economics from University of Rochester, as well as master in Mathematics from Institute of Pure and Applied Mathematics. He is a Professor at Columbia University and Professor of Economics at Theodore A. Wells ’29 (Emeritus) at Princeton University. He is member of several research groups and associations, including the National Bureau of Economic Research and Cambridge Endowment for Research in Finance. He received the title Doutor Honoris Causa from Université ParisDauphine in 2001. He is member of the Scientific Board of Europlace Institute of Finance (Paris), National Academy of ciences, American Finance Association and Academic Board of INSPER. Previously, he was Financial Strategy Vice-Chairman of Goldman, Sachs & Co., member of Axion Investments from 2003 to 2013, co-editor of the Journal of Political Economy and member of the economic advisory group of Fundation Sloan.

People committee

Name Position Election Date End of Term
Rubens Ometto Silveira Mello Member 05/14/2021 2 years

Mr. Mello is the chairman of Cosan S.A., Compass Gás & Energia, 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.

Burkhard Otto Cordes Member 05/14/2021 2 years

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 05/14/2021 2 years

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 19, 2021