Board of Directors
Council Guidance
Our Counselors are elected in Shareholders’ Meeting and have term of up to 2 years, with reelection allowed. The President is also chosen on Shareholders´ Meetings. Board of Directors’ members meet, ordinarily, quarterly on dates established at the first annual meeting and, extraordinarily, whenever convened by the President, who must set their agenda.
According to Article 16 of the By-Law, from October 4th, 2012, it is responsibility of the Board of Directors:
- elect and dismiss, at any time, the Company’s Directors and determine their assignments, as proposed by the Chief Executive Officer (CEO);
- assign to one of the Company’s Directors the Investor Relations function;
- deliberate upon the proposal of the CEO on the areas of expertise of the other Directors;
- set the general orientation of the Company’s business, previously approving its business policies, plans, projects and annual and multi-annual budgets;
- supervise the Directors’ management, examining, at any time, the minutes, books and documents of the Company, requesting through the President, information on concluded contracts, or under execution, and any other acts;
- convening the Shareholders’ Meeting;
- to manifest on the Administration Report and Financial Statements and propose the allocation of net income for each year;
- deliberate on the Issuance of Shares, Debentures convertible into Shares or not, and warrants, within the limit of the authorized capital of the Company;
- deliberate on the terms of Issue of Promissory Notes for public distribution, pursuant to CVM Instruction 134 from 01/11/1990;
- appoint and dismiss the Independent Auditors;
- authorize, previously and expressly, the alienation, encumbrance or long-term lease of the Company’s non-current assets;
- authorize, previously and expressly, all and any agreement to be entered into between the Company and any of its controlling shareholders;
- authorize active and passive financial transactions of higher value to what is determined by resolution of the Board of Directors;
- autorizar atos que importem em outorga de garantias de qualquer espécie em favor de terceiros ou que importem em renúncia de direito;authorize acts implying the granting of guarantees of any kind in favor of third parties or implying waiver of rights;
- rule on matters that the Directorship submits to its resolution or to be submitted to the Shareholders’ Meeting;
- deliberate on the incorporation of subsidiaries or the Company’s interests in other entities;
- arrogate at any time the examination of any matter related to the Company’s business, although not included in the enumeration above, and utter a decision for mandatory performance by the Directorship.
Click here to access MRS Logística’s By-Law (Only Portuguese).
Meet Our Counselors
He holds a degree in Metallurgical Engineering from IMT – Mauá Institute of Technology, a postgraduate degree in Industrial Administration from the School of Production Engineering at the University of São Paulo, and a degree in the Corporate Management Development Program from Alcan Aluminum Limited, Montreal, Canada. He has held the position of Chief Executive Officer of Companhia Siderúrgica Nacional – CSN since August 2, 2011, and is currently responsible for the commercial and logistics areas of the steel, cement, and special sales segments. He has worked at CSN since 2002. He is a member of the board of directors of the Brazilian Association of Metallurgy, Materials and Mining – ABM, director of Estanho de Rondônia S.A., Companhia Metalúrgica Prada, CSN Energia S.A., Stahlwerk Thüringen GmbH, CSN Islands VII Corp, CSN Islands XI Corp, CSN Islands XII Corp, CSN Mining Asia Limited and member of the board of directors of CSN Mineração S.A., Companhia Metalúrgica Prada, Sepetiba Tecon S.A., CSN Américas S.L.U, CSN Steel S.L.U, CSN Metals S.L.U, CSN Export Europe S.L.U, CSN Minerals S.L.U, CSN Steel Holdings S.L.U, CSN Productos Siderúrgicos S.L.U, Namisa International Minerios, Aceros México CSN (all companies). controlled by CSN), as well as a member of the Deliberative Council of the CSN Employees’ Beneficent Fund – CBS. He was also a board member of Nacional Minérios S.A. (incorporated by CSN Mineração on November 30, 2015) and Director of Cia. Metalic Nordeste. Since March 23, 2017, he has served as a member of the Board of Directors of the Brazil-Germany Chamber of Commerce and Industry.
He works at the Vale Group in the following roles: Executive Operations Manager – EFVM, Executive Manager of HSE and Operational Risks and Director of Supplies
He has held the position of Director of the Southeast Corridor since January 2021. He has been with Vale since 2006 and has previously served as General Manager of the Itabiritos Complex, Executive Manager of the Vargem Grande Complex, Interim Operations Director for the Southern Corridor, and Operations Director for Base Metals Atlântico Sul. Before Vale, he worked at Votorantim Cimentos. He holds degrees in Mining Engineering from the Federal University of Ouro Preto (UFOP) and Chemical Engineering from the University of Franca (UNIFRAN), with an MBA in Business Management from the Getúlio Vargas Foundation.
He has held the position of Commercial Vice President at Usiminas since 2018. He was previously the Commercial and General Manager for the Andean Region (Colombia, Ecuador, Peru, Venezuela, and Panama) at Ternium Colombia.
Works as Country Manager (Netherlands), International Treasury at Vale
He has served as Chief Financial and Investor Relations Officer at CSN Mineração S.A. since January 21, 2021. He has served as Advisor to the President of Companhia Siderúrgica Nacional since 2019. Over the past five years, he co-founded, is a partner, and is a member of the Board of Directors of Brasil Student Housing, a company focused on the development and operation of student housing in Brazil, and a specialized FIP consultancy focused on this segment. He was also a partner at Leste Investimentos, operating in private equity, vice president and member of the Board of Directors of Petra Energia, member of the Board of Directors of Vicenza Mineração, member of the Board of Directors of Parnaíba Geração e Comercialização de Energia, and a founding member of URBEM (Institute of Urbanism and Studies for the Metropolis). Graduated in Economics from FEA-USP (Faculty of Economics, Administration and Accounting of the University of São Paulo), with a Master of Finance from the Judge Business School, University of Cambridge, Program for Leadership Development from Harvard Business School and Executive Negotiation Workshop: Bargaining for Advantage from Wharton Business School.
He began his career at Gerdau in 2005 as an intern in the Planning area. In 2006, he participated in the trainee program in Planning and Management. In 2015, he was promoted to Business Development Manager and, a year later, he took on leadership of the debt management and capital markets process within the Finance area. In 2018, he assumed the position of Planning, IT & Innovation Manager at Gerdau Diaco and Gerdau Metaldom in Colombia. In 2020, he returned to Brazil as General Manager in the Financial Operations area. He currently holds the position of (i) Executive Vice President of Finance and CFO, responsible for the Finance, Accounting and Tax areas. He also holds the positions of (ii) Investor Relations Director at Gerdau S.A., Metalúrgica Gerdau S.A., and Seiva S.A. – Florestas e Indústrias, (iii) Vice-President Director of Gerdau S.A. and Metalúrgica Gerdau S.A., and Director of Seiva S.A. – Florestas e Indústrias.
Extensive experience in Railways, working for 23 years in Railway Operations and Maintenance. Currently, I am responsible for short- and medium-term planning, Production Scheduling, Control Center (CCO), and Institutional/Operational relationships with Other Railways. a) General Manager of Planning, Scheduling, Relations with Other Railways and Control Center – June 2022 – Present (2 years 9 months). b) General Manager of the MG Service Unit – May 2018 – June 2022 (4 years 1 month).
Directorship
Meet Our Directors | Term of Office until 12/19/2027
Directorship Guidance
Our Directors, including President, are elected by the Board of Directors and have term of up to two years, with reelection allowed. Article 20 of our By-Law from October 4th, 2012, states that “it is incumbent upon the Directors to ensure the permanent management of the business and to implement the resolutions of the Board of Directors.”
See below the other responsibilities of our Directorship:
- approve the basic structure of the Company’s organization and define the roles of its various units;
- issue the rules and regulations for the proper functioning of services, respecting the provisions in the By-Law ;
- maintain overall control of the execution of its deliberations, and the evaluation of the Company’s activity results;
- prepare and submit to the Board of Directors’ approval, the annual and multi-annual budgets, expansion and modernization projects and investment plans;
- approve the plan of positions and salaries and the Company’s staff;
- approve hiring-related standards;
- submit to the prior written approval of the Board of Directors’ the operations related to investments and financing, in the country or abroad;
- submit to the Board of Directors’ all the acts involving responsibility for the Company, observing the limit provided for in specific delegation, in this regard, to be derived from act of that joint committee;
- prepare and propose to the Board of Directors’ the acts under its incumbency and those to be submitted to the Shareholders´ Meeting;
- prepare the Administration Report, Financial Statements and other documents to be submitted to the Ordinary Shareholders´ Meeting;
- decide on the opening, transfer or closing of offices, branches, facilities or other establishments of the Company;
- authorize the appointment of procurators, defining their powers;
- approve the instructions to be given to the Company’s representatives in the Shareholders´ Meeting of the companies that is a shareholder.
Incumbent upon the President:
- to direct the Company, coordinating the activities of the Directors;
- propose to the Board of Directors’ the areas and the designation of each Director;
- ensure the implementation of the resolutions of the Board of Directors’ and Directors;
- convene and preside the meetings of the Directors, setting forth the agenda and directing their work;
- except as provided in Article 19 of the By-Law, represent the Company, actively and passively towards entities and government agencies;
- propose to Director’s approval the basic structure of the Company and the responsibilities of its various units;
- supervise, with the collaboration of other Directors, the activities of all Company’s units;
- appoint, for Director’s approval, the Company’s representatives in subsidiaries and societies and associations of which the Company has an interest.
Click here to access MRS Logística’s By-Law (Only Portuguese).
Meet Our Directors
Electrical Engineer graduated at Universidade de São Paulo (USP) with specialization in Strategic Business Management at Universidade Federal de MInas Gerais (UFMG). He has presided, between July, 2009 and September, 2013, GE Transportation for Latin America, also leading international operations in the Oil & Gas sector in Angola. Prior to that, he had served as CEO of Siemens Energy Distribution.
He joined MRS in 2004 through the Trainee Program, working in Operations Planning and Control, Maintenance Engineering, and the Operations Control Center. He has served as Director of Operations and Information Technology for 11 years. He holds a degree in Electrical Engineering from the Federal University of Itajubá and postgraduate degrees in Business Management from Fundação Dom Cabral, Leadership from USP, and Finance from IBMEC.
Graduated in Civil Engineering at Universidade Católica de Petópolis and specialized in Human Resource Management at Pontifícia Universidade Católica do Rio de Janeiro (PUC-RJ), where he finished his Master in Business Administration. In 2007 he took over the Human Resources Department in MRS Logística S/A. In 2022 he took over the Construction and Project Department in MRS Logística S/A.
He joined MRS in 2002 through the Trainee Program, building his career in Finance, Shared Services, Economic Management, Costs, and Results and Goals Management, in addition to serving as Commercial Director for eight years. He had previously held the position of Director of Finance and Development for three years. He holds a degree in Economics from the Federal University of Juiz de Fora and a postgraduate degree in Business Management from Fundação Dom Cabral.