The management of Dommo Energia S.A. is comprised of the best professionals in the market. They are people who are passionate about what they do, and have a commitment to growth and innovation. We invest in talent and value experience.

Board of Directors

The Board of Directors of Dommo Energia S.A. is a collegial deliberative body that, according to the Bylaw of the Company, shall be composed of at least 3 (three) and maximum 5 (five) members, all of them under unified mandate of one year. Currently, the Administrative Board of the Company consists of 3 (three) members.

Among other functions is the responsibility of the Board of Directors:

  • Establish objectives, policies and overall direction of the Company businesses;
  • To appoint and remove the Company directors, assigning them powers;
  • Oversee the Directors management;
  • Pronounce itself in advance about the Management Report, Board accounts and financial statements for the year;
  • Pronounce itself in regard to any takeover bid of shares intended to the shares issued by the Company, through concept previously based, released up to 15 (fifteen) days after publication of the edict of the takeover bid of shares.
  • As stated in the Corporate Governance Policy of the Company, the Board must also ensure that the transactions involving related parties.

Dommo Energia Participações S.A. recognizes the value of the good practices of corporate governance and strives constantly to improve them, working actively in the conduct of meetings with investors, holding talks with stakeholders, encouraging the participation of its shareholders at General Meetings and implementing in its undertakings the most advanced sustainable development techniques.

Currently, the Board of Directors is composed of:

Board of Directors Position
Roderick Fraser Chairman
Holds a bachelor’s degree in Instrumentation Engineering from Algonquin College.  Mr. Fraser began his career in the O&G engineering sector in companies such as Amoco, Esso Resources and Fuel Resources until 1992, when he integrated the banking sector.  He has worked as Chief Executive Officer for companies such as JPMorgan Chase, WestLB, Standard Bank of South Africa and MUFG Union Bank, totaling more than 20 years of experience responsible for developing and executing several financial strategies for O&G companies.  He has also served as a strategic advisor for an independent investment company in the same sector.
Conrado Lamastra Pacheco Sitting Member
Holds bachelor’s degrees in Economics from Ibmec and Accounting from UCAM, and has also an MBA from IE Business School. Mr. Pacheco worked around 9 years in PricewaterhouseCoopers auditing financial statements and providing financial consulting services for business valuation and mergers and acquisitions. Later on, worked with strategic planning and financial consulting for small and medium-sized companies and familiar companies. Over the last five years, Mr. Pacheco dedicates himself to corporate governance and is currently part of the Companhia Müller de Bebidas S.A.’s Board of Directors, of the Fiscal Council of Helicópteros do Brasil S.A. (Helibras), and is also part of Dommo Energia S.A.’s Board of Directors and Audit Committee.
Marko Jovovic Sitting Member
Holds a bachelor’s degree in Political Science from Colgate University and an MBA in Corporate Finance from EESP-FGV. He has extensive experience in the investments sector, having worked at Tiedemann Invest Research (E*TRADE) and at the UBS Investment Bank. He was a director at Luxetrade LLC, where he was also a co-founder, and at Ecogen. Currently, he is a director and member of the Board of Directors at Turi and Mais Energia, being part of the Companhia Muller de Bebidas’ Fiscal Council as well. Mr. Jovovic is also a managing partner at Geribá Investimentos, where he works since 2006 and deals with assets in energy, distressed and special situations scenarios.

Fiscal Council

The Fiscal Council may be installed non-permanently in accordance to the Company’s Bylaws. Once requested by shareholders, the Fiscal Council shall comply with the applicable laws.

On 28th April, 2017 the Fiscal Council was installed in the Ordinary Shareholders’ Meeting. The Fiscal Council shall adhere to the duties foreseen on applicable rules and will remain installed until the first Ordinary Shareholders’ Meeting after its implementation. The Fiscal Council’s main duties are to monitor the management’s activities, review the Company’s financial statements and report its conclusions to shareholders.

Currently, the Fiscal Council is composed of:

Fiscal Council Position
 Cícero Gonçalves Dungas Sitting Member
Mr. Cícero Dungas holds a bachelor’s degree in Accounting from Universidade Federal de Minas Gerais; bachelor’s degree in Business Analysis and IT from Instituto de Educação e Tecnológica – IETEC and an MBA in Finance from Fundação Getúlio Vargas – FGV. He has over 25 years of experience as an executive in the accountancy and finance areas, holding positions focusing in Accountancy of Financial Statements and Internal Controls, Due Diligences, ERP implementation, Controlling, Treasury and Debt Restructuring. Mr. Dungas has worked for over 18 at PwC, where he occupied positions of Executive Officer between the years of 2009 and 2011, as well as Chief Financial and Administrative Officer at Empresa de Cimentos Liz S.A. and is currently the Chief Financial Officer of Ecolimp Sistemas de Serviços Ltda.
Daniel Arippol Sitting Member
Mr. Daniel Arippol holds a bachelor’s degree in Economics from The Wharton School of Business and Systems Engineering from the University of Pennsylvania’s School of Engineering and Applied Science. He also holds an MBA from Harvard Business School. Mr. Arippol has over 15 years of international experience dedicated towards identifying, structuring and investing in business opportunities and value creation through strategic consulting, restructuring, management and business development. Mr. Arippol served as a strategic consultant for The Monitor Group (Europe, United States and Brazil) and co-founded Pie Blade Solutions, based in San Francisco (USA). He has served as Strategic Planning and Business Development Director at Novelprint and Associate Director at the investment banking boutique, Cypress Associates. He currently serves as observer of the Board of Directors of Aminoagro/Fertilaqua and San Miguel Industrias Pet S.A., as well as Principal at Quilvest Private Equity, where he has been working since 2011 focusing on investment opportunities in Latin America.
João de Saint Brisson Paes de Carvalho Sitting Member
Mr. João Paes de Carvalho holds a bachelor’s degree in Business Administration and a master’s degree in Environmental Engineering from the Universidade Federal do Rio de Janeiro, as well as an MBA from Amos Tuck School of Business, Darmouth College. He has also completed the “Fiscal Council in Practice” course conducted by IBGC. He has held management positions in several institutions and companies, among them Banco Garantia, Rioquima, Master Builders of Brazil, Eletrocolor and Omnitec. He has over 40 years of experience in various areas such as management, business development, finance and corporate consulting. He was a member of the Fiscal Council of Muller de Bebidas, Bionexo do Brasil and Prumo Logística. Currently, in addition to being a member of the Board of Directors of Companhia Müller de Bebidas, he also provides corporate consulting, business intermediation, export and import development and also manages biotechnology projects at BIZNESSBRAZIL.

Board of Executive Officers

The Officers of the Dommo Energia S.A. are the legal representatives, responsible mainly for the daily management of the Company and the implementation of policies and guidelines established by the Board. According to the Corporations Law, the Company´s Officers must be resident in the country, may be a shareholder or not. Moreover, until a maximum of one third of the members of the Board of Directors may hold positions in the Board of Executive Officers.

The Officers are elected by the Board of Directors of the Company with a term of one year, reelection being permitted. The Company’s Bylaw provides that the Board of Executive Officers is composed of at least 2 (two) members and a maximum of 10 (ten) members, of whom may be appointed as a Chief Executive Officer, a Managing Officer, an Exploration Officer, a Production Officer, a Chief Financial Officer, an Investor Relations Officer, a Legal Officer, and the other officers shall have the designation named by the Board of Directors at the time of their election.

According to the New Market Regulation, the Officers must sign prior to taking office, Statement of Consent to the New Market Regulation and to the rules of the Arbitration Chamber of BM&FBOVESPA.

Currently, the Board of Executive Officers is composed of:

Board of Executive Officers Position
Paulo Figueiredo Chief Executive Officer
Mr. Figueiredo, Brazilian and American, has accumulated a 20 year experience in investment bank and private equity.  Graduated in Economy and Philosophy from Colgate University, New York State – United States, approved with praise and distinction (summa cum laude) and begun his career in 1998 at Morgan Stanley Bank, working in the Investment Banking department for 4 years. In 2007, after a period as an entrepreneur, founded Geribá Investimentos together with Mr. Marko Jovovic, holding the position of Managing Partner for 11 years. At Geribá Currently Mr. Figueiredo is responsible for the origination, structuring and investment management in the private equity and special situations opportunities division. Additionally, has occupied prominent positions in Brazilian companies, acting as a member of the Board of Directors and as Chairman at Ecogen Brasil Participações between 2008 and 2012 and as member of the Fiscal Council at Companhia Müller de Bebidas between 2015 and 2016. Currently is a member of the Board of Directors at Mais Energia and Chairman of the Board of Directors at Polo Films.
Eduardo Yuji Tsuji Chief Financial and Investor Relations Officer
Mr. Eduardo Tsuji holds a bachelor degree in business administration and also holds a Master degree (MPA) from EAESP/FGV. He has accumulated more than 15 years of experience in investment banks (ABN Amro, Crédit Agricole, HSBC, MUFG), acting in areas such as credit, structured finance, trade finance, project finance with focus on Agribusiness, Oil & Gas, Mining, Aviation, Infrastructure and Energy industries, being also part of the Consiliu’s group of mentors.

Audit Committee

The Audit Committee is the Company’s Board of Directors advisory body.

The Company’s Bylaws provide for the operation of the Audit Committee on a permanent basis, which is composed of three (3) members, one (1) of them independent, in compliance with the independence requirements set forth by applicable rules, especially CVM Rule 509/11; at least one (1) of member of the Committee shall have renowned experience in the corporate, audit and financial accounting, qualifying him as a financial expert. The Company’s Bylaws also provide the Audit Committee’s members shall be appointed by the Company’s Board of Directors for a two-(2) year term and shall remain in their positions during, at most, ten (10) years and may be removed from office at any time.

The Committee’s duties include::

  • To prepare the charter ruling its operation;
  • To appoint the independent auditors and oversee their activities;
  • To oversee the Company’s internal audit activities, the preparation of the financial statements and the internal controls area;
  • To monitor the quality and integrity of the Company’s interim and quarterly financial information and internal controls;
  • To assess the effectiveness and adequacy of risk control and management systems, including legal, tax and labor risks;
  • To express an opinion, as requested by the Board of Directors on the Management bodies’ proposals referring to changes in the capital stock, issue of debentures or warrants, capital budget, distribution of dividends, transformation, incorporation, merger or spin off;
  • To draw up a summarized annual report to be submitted together with the financial statements, containing, at least: the activities executed in the period, results and conclusions; an assessment of the effectiveness and the quality of internal control and corporate risk management systems; a description of the recommendations submitted to the Company’s Management and evidence of its implementation; an assessment of the internal and independent audit effectiveness; and any situation evidencing a substantial discrepancy between the Company’s Management, independent auditors and the Committee towards the financial statements.

In addition to the abovementioned responsibilities, the Committee shall:

(a) Ensure the Company’s interests, within the scope of its duties;

(b) Analyze the reports issued by the regulatory agencies on the Company; and

(c) Annually self-evaluate its activities, identifying improvements to its performance.

Currently, the Audit Committee is composed of:

Audit Committee Position
Guilherme Angelo Lopes Coordinator of the Committee
Guilherme Angelo Lopes holds a bachelor’s degree in Business Administration from Universidade Paulista, and a MBA in Business Management from FGV, with emphasis in Finance, Controlling and Audit, and holds a post-graduate degree in Fraud Risks and Compliance Management from FIA/USP. He has experience in financial statements auditing in accordance with the Brazilian accounting practices, operational audit, activities of internal control related to the Sarbanes-Oxley Act and fraud analysis. He had a six year career at PricewaterhouseCoopers, acted in the internal audit department of Redecard and Celistics, where he was responsible for the internal audit of eighteen countries in the Americas and held the position of Internal Audit Manager at B3 S.A. – Brasil, Bolsa, Balcão.
Conrado Lamastra Pacheco Member of the Committee
Holds bachelor’s degrees in Economics from Ibmec and Accounting from UCAM, and has also an MBA from IE Business School. Mr. Pacheco worked around 9 years in PricewaterhouseCoopers auditing financial statements and providing financial consulting services for business valuation and mergers and acquisitions. Later on, worked with strategic planning and financial consulting for small and medium-sized companies and familiar companies. Over the last five years, Mr. Pacheco dedicates himself to corporate governance and is currently part of the Companhia Müller de Bebidas S.A.’s Board of Directors, of the Fiscal Council of Helicópteros do Brasil S.A. (Helibras), and is also part of Dommo Energia S.A.’s Board of Directors and Audit Committee.
Rafael Estanislau Gonçalves Member of the Committee
Rafael Estanislau Gonçalves is an economist graduated at IBMEC Business School and holds a Master’s degree in Finance from EPGE/FGV. He holds the title of Master in Business Administration from Hong Kong University of Science and Technology and from the New York University (Stern Business School). Mr. Gonçalves was a career employee at IRB Brasil Resseguros, Petrobras and BNDES, when acted as a Fiscal Council member of AES Communication Rio and Eletropaulo Telecom, as well as a member of the Economic and Finance Committee of Vale Soluções em Energia. Mr. Gonçalves is a certified Fiscal Council member by Instituto Brasileiro de Governança Corporativa – IBGC.

Disclosure Committee

The Company’s Bylaws provide for the operation of the Information Disclosure Committee, which is liable for advising the Investor Relations Officer, which is composed of three (3) members, one of them is necessarily the Investor Relations Officer, who will preside over the body and other members appointed by the Company’s Chief Executive Officer. The Committee shall also include a qualified member to disclose technical information, who shall be an engineer or geologist (or with proven knowledge in referred areas) with, at least, five (5) years of experience, a member of a renowned professional association and proven experience.

The Information Disclosure Committee’s members shall be elected for a two-(2) year term.

The Information Disclosure Committee’s duties include:

  • To manage the Company’s Information Disclosure Policy and ensure its compliance;
  • To discuss and advise on the disclosure or non-disclosure of Material Acts and Facts and Notices to the Market, where applicable;
  • To express an opinion on the information to be released to the market and on the form and content of the disclosure;
  • To express an opinion on the need to disclose/ publish information related to relevant processes to the market in situations the disclosure of information may be advisable, inclusive in light of potential repercussion to the Company’s image;
  • To assess the relevance of the content of external notices and directive releases issued by the Company, in order to verify the need of releasing referred content to the market;
  • To assess the need to involve other areas of the Company in the discussion about the disclosure of specific information and the need to resort to external entities (auditors, attorneys or other external consultants), in order to ensure a proper support to the disclosure process;
  • To analyze any rumors and speculations in the market about the Company and express an opinion if a reply and/or notice to market are necessary; and
  • Periodically review and assess the Information Disclosure Policy

Currently, the Information Disclosure Committee is composed of:

Disclosure Committee Position
Eduardo Yuji Tsuji President of the Committe
Mr. Eduardo Tsuji holds a bachelor degree in business administration and also holds a Master degree (MPA) from EAESP/FGV. He has accumulated more than 15 years of experience in investment banks (ABN Amro, Crédit Agricole, HSBC, MUFJ), acting in areas such as credit, structured finance, trade finance, project finance with focus on Agribusiness, Oil & Gas, Mining, Aviation, Infrastructure and Energy industries, being also part of the Consiliu’s group of mentors.
Celso Cordeiro de Mello Member of the Committee
Mr. Celso Cordeiro de Mello is graduated in Mechanical Engineering and Workplace Safety and he is a MBA in Project Management by FGV and is a MBA by COPPEAD. In addition, he has more than 30 years in the Oil & Gas and Petrochemical industries, acting in engineering, operations, maintenance, safety, planning and control areas and, at the present, he was the Operations Executive Manager of the Company.
Leandro Escobar Silva Member of the Committee
Mr. Leandro Escobar holds a law degree from UFRJ with an MBA in Corporate Law from FGV. He also holds a specialization in law from CEPED (UERJ) and LLM in Financial and Capital Market Law from INSPER-SP. He has more than 15 years of professional experience, having worked in law offices and, later, as legal Coordinator of CETIP during 7 years. He has been Legal Manager of Dommo Energia since 2014, having supported the Company in its restructuring process. As Fiscal Council member, he held the position of effective member of Parnaíba Gás Natural S.A. between 2015 and 2016.

Compensation Committee

As provided for in Dommo Energia’s Bylaws, the responsibilities of the Compensation Committee are to:

(a) review and propose to the Board of Directors, on an annual basis, the parameters, guidelines and, consequently, the compensation policy and other benefits offered to the Company’s management, committee members and to other advisory bodies supporting the Board of Directors;

(b) propose to the Board of Directors, on an annual basis, the Company’s management compensation to be submitted for approval at the General Shareholders’ Meeting;

(c) review and submit to the Board of Directors the goals and objectives related to the compensation plan for the Chief Executive Officer and carry out an evaluation on his/her performance;

(d) review and submit to the Board of Directors, the Chief Executive Officer‘s proposal for the goals and objectives related to the compensation plans of the key executives and evaluate the process carried out by the Chief Executive Officer regarding the evaluations of the key executives, monitoring the his/her conclusions and resulting actions;

(e) ensure that the Company is adequately prepared, including with the necessary timing requirements, for the succession of its executives, in particular for the positions of Chief Executive Officer and key executives; and

(f) monitor and follow up on actions taken to ensure that the Company adopts an adequate competence, leadership, attraction, retention and motivation model that is aligned with its strategic plans.

Currently, the Compensation Committee is composed of:

Compensation Committee Position
 Roderick Fraser  Member of the Committee
Holds a bachelor’s degree in Instrumentation Engineering from Algonquin College.  Mr. Fraser began his career in the O&G engineering sector in companies such as Amoco, Esso Resources and Fuel Resources until 1992, when he integrated the banking sector.  He has worked as Chief Executive Officer for companies such as JPMorgan Chase, WestLB, Standard Bank of South Africa and MUFG Union Bank, totaling more than 20 years of experience responsible for developing and executing several financial strategies for O&G companies.  He has also served as a strategic advisor for an independent investment company in the same sector.
Conrado Lamastra Pacheco Member of the Committee
Holds bachelor’s degrees in Economics from Ibmec and Accounting from UCAM, and has also an MBA from IE Business School. Mr. Pacheco worked around 9 years in PricewaterhouseCoopers auditing financial statements and providing financial consulting services for business valuation and mergers and acquisitions. Later on, worked with strategic planning and financial consulting for small and medium-sized companies and familiar companies. Over the last five years, Mr. Pacheco dedicates himself to corporate governance and is currently part of the Companhia Müller de Bebidas S.A.’s Board of Directors, of the Fiscal Council of Helicópteros do Brasil S.A. (Helibras), and is also part of Dommo Energia S.A.’s Board of Directors and Audit Committee.
Marko Jovovic Member of the Committee
Holds a bachelor’s degree in Political Science from Colgate University and an MBA in Corporate Finance from EESP-FGV. He has extensive experience in the investments sector, having worked at Tiedemann Invest Research (E*TRADE) and at the UBS Investment Bank. He was a director at Luxetrade LLC, where he was also a co-founder, and at Ecogen. Currently, he is a director and member of the Board of Directors at Turi and Mais Energia, being part of the Companhia Muller de Bebidas’ Fiscal Council as well. Mr. Jovovic is also a managing partner at Geribá Investimentos, where he works since 2006 and deals with assets in energy, distressed and special situations scenarios.