1. Internal Corporate Governance
Exercised by the Investment Committee.
Fund management will be characterized by the adoption of corporate governance standards. The opportunities model offers clear and transparent information to shareholders, the alignment of interests between managers and investors, the conclusion of shareholders’ agreements and an effective influence on the management of the companies that will be part of the investment portfolio.
This active management is carried out by participating in the Boards of Directors and / or appointing members of the Executive Board of these companies.
The Investment Committees, made up of four members, will be responsible for deciding on all investment, divestment and loan contracting processes, for monitoring the due diligence activities to be acquired by the Funds and for monitoring the performance of the companies that make up the investment portfolio, among other attributions.
The Investment Committees will also act to avoid conflicts of interest, ensure full transparency in the Funds’ management activities and adherence to the rules and regulations of the Brazilian Securities and Exchange Commission (CVM), the Central Bank of Brazil, the Brazilian Association of Entities of the Financial and Capital Markets (ANBIMA) and the Federal Revenue Service.
There will be periodic rendering of accounts for the General Shareholders’ Meetings, in which the main decisions will be discussed. This will be a single body with the power to amend the Funds’ regulations and resolve on the issuance and distribution of new quotas, alteration or authorization of the term or even merger, incorporation, spin-off or eventual liquidation of the Funds.
Standard Funds in accordance with the rules of the ABVCAP / ANBIMA Code of Regulation and Best Practices for the Investment Funds Market and Investment Funds in Emerging Companies. The Funds are classified as Type I Diversified FIPs. ABVCAP is the Brazilian Association of Private Equity and Venture Capital.
Invested companies will follow the governance rules defined in obtaining Investment Funds for Participation in Infrastructure (FIP-IE), such as annual audit of financial accounts, prohibition on the issuance of securities from beneficiary parties and the use of arbitration to resolve corporate conflicts . In addition, they must adopt the guidelines of the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (IBGC) for the construction of their governance model.
Key investment management team
The Funds have a key specialized management team, capable of carrying out activities related to the identification and selection of opportunities, obtaining licenses from regulatory bodies, construction and operation of power generation plants. This team is formed by the following members:
Votorantim Asset Management (VAM) – Manager / Administrator
Banco Votorantim’s third-party asset management company, occupies the eighth position in the Brazilian third-party asset management market – assets, according to the ranking of managers of the Brazilian Association of Entities in the Financial and Capital Markets (Anbima). At the end of May 2012, it managed R $ 39.8 billion.
VAM’s performance is largely due to the philosophy of developing differentiated, innovative and tailor-made structured products in private credit, credit rights, real estate and Equity Investment Funds (FIPs) – a category that, in March 2011, responded to by management of R $ 6.9 billion.
VAM is responsible for the administration and management of the Funds, which includes, among other activities, the management of financial resources and active participation in the Investment Committees of the Funds, responsible for decisions on the purchase and sale of projects, obtaining financing and governance corporate policy of the investee companies.
Banco Votorantim – Financial Advisor
The Funds’ financial advisor is Banco Votorantim, the third largest national private financial institution, whose shareholders are Grupo Votorantim and Banco do Brasil. Created 19 years ago, the Bank has extensive experience in proprietary investments.
Following the entrepreneurial tradition of the Votorantim Group, the Bank has already invested in companies from different sectors of the economy, such as real estate, civil construction, consumer finance, vehicle fleet rental, software, among others. It was the 5th largest BNDES repeater in 2010 (R $ 4.07 billion). In project finance, 142 operations were carried out, with R $ 4.69 billion disbursed, with the energy sector accounting for 67% of the portfolio.
Banco Votorantim is responsible for the financial structuring of the projects and for the sale of companies within the maturity of each Fund, and has an active participation in the Investment Committees. In addition to acting as a financial advisor, he also invests his own resources in the Funds, reiterating his commitment to the expected result for the projects that are the object of investment.
MW Energias Renováveis – Originator / Operator
A company dedicated to the selection and management of energy generation projects, its origin comes from the wide entrepreneurial knowledge of some of the former administrators and partners of the Petróleo Ipiranga Companies, which after the sale of control of the group decided to invest in the energy sector.
During their period of activities at Ipiranga, MW executives coordinated and developed numerous projects in the energy sector in Brazil. Currently they are dedicated to activities of development and implantation of a portfolio of renewable energy assets.
Excelência Energética – Technical Consultant
Founded in 2003, it is a consulting company specialized in electric energy and its responsibility is to analyze the investments of the Funds and monitor the macro-regulatory environment of the sector, with active participation in the Investment Committees.
It has a multidisciplinary team of professionals graduated from the main Brazilian universities, combined with the solid knowledge of its main partner, José Said de Brito. He has more than 35 years of experience in the sector, having held several managerial and managerial positions in the Eletrobras group.
He was also director-general of the National Department of Water and Electricity-DNAEE (now ANEEL) and of the Votorantim Group, having been the founder and main executive of Votorantim Energia for many years. He is a member of the Board of Directors of several companies, such as VBC, CPFL, RGE, Serra da Mesa and Machadinho, among others.
2. External Corporate Governance
Exercised by the Assemblies when they occur.