Management and Board of Directors

Board of Executive Officers 
Board of Directors

 

Board of Executive Officers

The members of OGX’s executive officers, are the legal representatives and are primarily responsible for managing the Company’s day-to-day operations and implementing the general policies and guidelines set forth by the board of directors. Under Brazilian Corporation Law, each executive officer must be a Brazilian resident but is not required to be a shareholder of the company. Furthermore, not more than one-third of the members of the Company’s board of directors may serve as members of the Company’s board of executive officers at any given time.

OGX’s executive officers are appointed by the Company’s board of directors for one-year terms and may be reelected and removed by the board of directors at any time. OGX’s bylaws provide that the board of executive officers must consist of a minimum of three and a maximum of nine members. One of such officers is the chief executive officer, the chief financial officer (also Investor Relations officer) and the remaining officers do not have a specific title.

Pursuant to the rules of the Novo Mercado, OGX’s officers are required to agree to comply with the Novo Mercado regulations and to the rules of the BOVESPA Arbitration Chamber before taking office. Currently, the board of executive officers of the Company consists of 5 members, each of whom was appointed at a meeting of the board of directors held on August 6, 2008.

Eike Fuhrken Batista: Eike Fuhrken Batista, Chairman of the Board of Directors, is also the CEO and founder of EBX, as well as OGX. As a successful entrepreneur, Mr. Batista has led the EBX Group for more than 20 years, gaining worldwide recognition in the mining industry. Previously, Mr. Batista served as the Chairman, President and Chief Executive Officer of TVX Gold Inc., a publicly-held company traded on the Toronto and New York stock exchanges. He currently serves as the Chairman of the Board of Directors of LLX, MMX, OSX and MPX. Mr. Batista studied metallurgic engineering at the University of Aachen, in Germany.

Paulo Mendonça: Mr. Mendonça is our General Executive Officer and E&P Director. He received a bachelor’s degree in geology from the University of São Paulo. He began his career at Petrobras over 30 years ago, where he held several leadership positions, including General Manager of the Petrobras E&P Sergipe-Alagoas business unit, General Manager of the Petrobras E&P business unit in Colombia and Exploration Manager for the Americas and the Middle East. In 2002, Mr. Mendonça became General Manager and later Executive Manager of all Petrobras’ Exploration Division and he remained in this position until July 2007 when he joined OGX.

Marcelo Faber Torres: Mr. Torres is our Chief Financial and Investor Relations Officer. Mr. Torres received a master’s degree in business administration from the IMD, in Lausanne, Switzerland. Mr. Torres has more than 15 years of investment banking experience, including with Dresdner Kleinwort and Banco Pactual. During his career, Mr. Torres participated and led a variety of cross border mergers and acquisitions transactions, primarily in the energy sector with a focus on Latin America, the United States and Europe.

Reinaldo Belotti: Mr. Reinaldo José Belotti Vargas is being appointed for the Production Development Officer position. Mr. Belotti received a bachelor’s degree in Electric Engineering from Federal University of Espirito Santo. Before joining OGX, he worked in Petrobras for the past 31 years, where he held several positions, including (i) Logistic Superintendence and Production Manager of Campos Basin, (ii) CEO of Petrobras America Inc. business unit in Houston, Texas, (iii) General Manager of Petrobras E&P Bahia unit, (iv) Executive Manager of Petrobras E&P Services and (v) Director of Service Station of Petrobras Distribuidora.

José Faveret: Mr Faveret received a bachelor’s degree in law from the University of the State of Rio de Janeiro (UERJ). Mr. Faveret was a partner at Villemor Amaral Advogados for the past 21 years. He has worked intensively in the oil and gas segment over the last 11 years, mainly as external legal advisor of Petrobras, structuring several projects. He also worked intensively in the structuring of many different industrial projects, including the gas chemical complex in Rio de Janeiro (Rio Polimeros S.A.) and several thermo power plants. He is a former Federal Government Attorney and City of Rio de Janeiro Attorney. He is currently a State Attorney of Rio de Janeiro.

Board of Directors

OGX´s board of directors is the decision-making body responsible for the formulation and implementation of the general guidelines and policies of the business, including its long-term strategies. The Company´s board of directors is also responsible for appointing and supervising the executive officers. Under Brazilian Corporate Law, the board of directors is also responsible for hiring the external independent auditors.

Most decisions of the board must be approved by a majority vote of the directors present. The Chairman of the board of directors retains the tie-breaking vote.

According to the Company´s by-laws to be adopted prior to the consummation of this offering, the board of directors must have a minimum of five and a maximum of 11 members. Each member of the board of directors must be one of our shareholders, although there is no requirement as to the minimum number of shares that an individual must hold in order to serve as a director. Directors are elected at our annual shareholders’ meeting for one-year terms and may be reelected or removed at any time by our shareholders at a special shareholders’ meeting. Pursuant to the rules of the Novo Mercado, 20% of the members of the board of directors must be independent members, and our directors must agree to comply with the Novo Mercado regulations and the rules of the BOVESPA.

In addition, pursuant to Brazilian Corporate Law, a member of our board of directors may not vote in any shareholders’ meeting, or effect any business or transaction, if they have a conflict of interest with our company.

Eike Fuhrken Batista: Eike Fuhrken Batista, Chairman of the Board of Directors, is also the CEO and founder of EBX, as well as OGX. As a successful entrepreneur, Mr. Batista has led the EBX Group for more than 20 years, gaining worldwide recognition in the mining industry. Previously, Mr. Batista served as the Chairman, President and Chief Executive Officer of TVX Gold Inc., a publicly-held company traded on the Toronto and New York stock exchanges. He currently serves as the Chairman of the Board of Directors of LLX, MMX, OSX and MPX. Mr. Batista studied metallurgic engineering at the University of Aachen, in Germany.

Eliezer Batista da Silva: Eliezer Batista da Silva, board member nominated by the Company’s controlling shareholder, currently serves as a member of the Business Council for Sustainable Development, and as a member of the Oversight Board of CEBRI/Rio.  In addition, he is a Board Member of LLX, MMX, OSX and MPX Companies.  Mr. Batista da Silva was formerly the Brazilian Minister of Mines and Energy, Secretary of Strategic Affairs in Brazil, and CEO of the Companhia Vale do Rio Doce (CVRD) and Rio Doce International. He was a member of the Russian Academy of Sciences and the World Council for Sustainable Development. Mr. Batista da Silva holds a bachelor’s degree in civil engineering from the Universidade Federal de Engenharia e Arquitetura do Paraná.

Paulo Carvalho de Gouvêa: Paulo Carvalho de Gouvêa, Board Member nominated by the Company’s controlling shareholder, is a lawyer and currently serves as the Corporate Finance Officer for the EBX Group and as a Board Member of MMX, LLX, OSX and MPX. He has worked for the law firms of Baker & McKenzie and Veirano Advogados Associados, specializing in corporate, commercial and tax law. In 1997, he joined the EBX Group as an attorney and was promoted to the position of Officer for Legal Matters. Mr. Gouvêa was a member of the Board of Directors of Minera Mantos de Oro (La Coipa), the largest silver mining and producer from 1999 to 2001. In addition, he was the MMX Mineração e Metálicos S.A. Officer for Legal Matters. Mr. Gouvêa graduated in law from the Universidade Federal do Rio de Janeiro.

Rodolfo Riechert: Rodolfo Riechert, Board Member nominated by the Company’s controlling shareholder, is the CEO and main shareholder of Plural Capital. He began his career in 1991 as a Corporate Finance Officer for Banco Pactual focused on capital markets.  Mr. Riechert was made a partner of the firm in 1998 and put in charge of the Domestic Institutional Investors group from 1995 to 1999. He served as the head of the Investment Banking Department at Banco UBS Pactual S.A. until 2009. Mr. Riechert received a bachelor’s degree in economics from the Cândido Mendes University.

Pedro Sampaio Malan: Pedro Malan, Independent Board Member of OGX. Mr. Malan was Brazil’s Minister of Finance for eight years, from 1995 to 2002; President of the Brazilian Central Bank from 1993 to 1994; Chief External Debt Negotiator – Brazilian Ministry of Finance from 1991 to 1993; World Bank Executive Director from 1986 to 1990 and from 1992 to 1993; Inter-American Development Bank Executive Director from 1990 to 1992; Director of the UN Center of Transnational Corporations in New York from 1983 to 1984; and Director of the UN Department of International Economic and Social Affairs in New York from 1985 to 1986; Trustee of the International Accounting Standards Committee (IASC) Foundation since January 2008. Mr. Malan is also the Chairman of the board of directors of Unibanco since 2004, Globex-Ponto Frio and serves on the boards of directors of Energias do Brasil and the advisory board of Alcoa Latin America. Mr. Malan graduated from the Polytechnic School of the Catholic University of Rio de Janeiro (Pontifícia Universidade Católica - PUC) in 1965. He holds a PhD in Economics from the University of California at Berkeley.

Rodolpho Tourinho Neto: Rodolpho Tourinho Neto, an independent Board Member, is CEO of Claro Institute as well as the Corporate Issues Officer at Claro S.A. He was formerly a senator of the State of Bahia and Minister of Mines and Energy. He served as Chairman of the board of directors of Petrobras, Petrobras Distribuidora and Eletrobrás. In addition, Mr. Tourinho Neto was a member of the board of directors of the Association of Credit, Financing and Investment Companies of São Paulo (ACREFI), Vice President of the Association of Credit, Financing and Investment Companies of Rio de Janeiro (ADECIF), President of the official trade organization of the Banks of the State of Bahia, member of the board of directors of the Brazilian Federation of Banks (FENABAM), member of the board of directors of American Express do Brasil, President of the American Chamber of Commerce – Salvador/BA, Vice Chairman Panamericana School of Bahia.He studied Economics at the University of São Paulo, received a bachelor’s degree from UFBA and completed graduate courses in economics and business administration at Bradley University in Peoria, Illinois (U.S.). Mr. Neto is also an MPX Independent Board Member.

Claudio Thomaz Lobo Sonder: Claudio Thomaz Lobo Sonder, Independent Board Member of OGX, has worked for over 40 years in the chemical and pharmaceutical sectors. He currently serves as Chairman of Lojas Renner S.A., board member of Cia. Suzano Papel e Celulose S.A. and Grupo RBS.  Mr. Sonder is the Vice Chairman of the Deliberative Council of Hospital Israelita Albert Einstein and was formerly a Board Member of Suzano Petroquímica S.A. He has degrees in chemical engineering and in economics from the Mackenzie Presbyterian University, and has taken extension courses in Germany and the United States.

Raphael de Almeida Magalhães: Raphael de Almeida Magalhães, Board Member nominated by the Company’s controlling Shareholder, an attorney and founder of the law firm R.H. Almeida Magalhães – Advogados, is also a Board Member of LLX, MPX, MMX and OSX. He has been Secretary of Planning in the Carlos Lacerda Administration, Vice-Governor and Governor in exercise of the State of Rio de Janeiro, Chairman of the Urban Development Commission of the State of Guanabara – CEDUC, Chairman of Brazilian Federation of Private Insurance Companies, Officer of Special Consultancy of Light - Cia de Eletricidade, Vice-Chairman of Planning of Grupo Atlântica Boavista de Seguros, Chairman of the Commission for Housing Policy Amendment, Member of the Constitutional Studies Commission, Minister of State of Social Security and Assistance, Secretary of State of Education and Culture of Rio de Janeiro, and Executive Secretary of the Coordinating Council of Federal Actions in the State of Rio de Janeiro. Mr. Magalhães graduated from the Law School of Pontifícia Universidade Católica do Rio de Janeiro in 1956.