Management and Board of Directors

Board of Executive
Board of Directors

 

Board of Executive

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.

 

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: Mr. Batista is the Chief Executive Officer andChairman of the board of directors of OGX, as well as founder and Chief Executive Officer of EBX. Mr. Batista received a bachelor’s degree in metallurgical engineering from the University of Aachen, Germany. Since graduating, he has worked in business, leading the EBX Group for more than 20 years and gaining worldwide recognition in the mining industry. In addition, 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, and currently serves as the Chairman of the board of directors of MMX and Chairman of the board of directors of MPX.

Eliezer Batista da Silva: Mr. Batista is the honorary Chairman of MMX’s board of directors. Mr. Batista received a bachelor’s degree in civil engineering from the Federal Engineering and Architecture University of Paraná. He is a former Minister of Mines and Energy in Brazil, Secretary of Strategic Affairs in Brazil and former Chairman and Chief Executive Officer of CVRD and Rio Doce International. He is currently an acting member of the Russian Academy of Science and of the World Business Council for Sustainable Development. He is also currently a member of the board of directors of numerous Brazilian corporations, including Aracruz Celulose S.A., Santista Têxtil S.A., Cimpor Brasil S.A., Kablin S.A., Sharp S.A. Equipamentos Electrônicos, and Inepar S.A. Indústria e Construções, and serves on the board of directors of the Rio de Janeiro State Federation of Industries.

Francisco Gros: Mr. Gros is the Vice Chairman of our board of directors. Mr. Gros received a bachelor’s degree in economics from Princeton University. Mr. Gros has served as President of Petrobras, of BNDES, of the Central Bank (on two different occasions), and as a Commissioner of the CVM. In the private sector, Mr. Gros has been President and Chief Executive Officer of Fosfertil, of Aracruz Celulose, as well as a Managing Director at Morgan Stanley. Mr. Gros is also the Chairman of the board of directors of Wilson Sons Ltd., Vice Chairman of the board of directors of Globex Utilidades S.A. and serves on the boards of directors of EDP-Energias do Brasil S.A., Lojas Renner, Fosfertil, and Agco Corp. Mr. Gros joined OGX in December 5007 and served as Chief Executive Officer until April 2008.

Rodolfo Landim: Mr. Landim received a bachelor’s degree in engineering from the Federal University of Rio de Janeiro, with graduate studies in business administration from Harvard University and engineering from the University of Alberta. Mr. Landim started his career as an engineer in Eletrobras S.A., Furnas Centrais Elétricas S.A. and Petrobras S.A. before moving on to other management positions such as Director of Natural Gas and President of GasPetro and actively participating in the implementation of projects such as the Marlin, Barracuda, Albacora and Roncador oil fields. In 2003, Mr. Landim was named Chief Executive Officer of Petrobras Distribuidora S.A. — BR, Brazil’s largest fuel distributor. He served as Chief Executive Officer of MMX from 2006 to March 2008. Mr. Landim also serves on the board of directors of Globex and LLX Minas-Rio.

Paulo Carvalho de Gouvêa: Mr. de Gouvêa is the Director of Corporate Finance of the EBX Group. Mr. de Gouvêa received a bachelor’s degree in law from the Rio de Janeiro Federal University. He worked at Baker & McKenzie and Veirano e Advogados Associados law firms, specializing in corporate, commercial and tax law. In 1997, he joined the EBX Group as a lawyer, and was then promoted to General Counsel. Mr. de Gouvêa is a member of the board of directors of LLX and MPX. Mr. de Gouvêa served on the Board of Directors of Minera Mantos de Oro S.A., the largest South American silver mine and producer, from 1999 to 2001.

Rodolfo Riechert: Mr. Riechert is currently a Managing Director and the head of Investment Banking Department at Banco UBS Pactual S.A., where he provides equity, fixed income and mergers and acquisitions advice to corporate clients. Mr. Riechert received a bachelor’s degree in economics from the Cândido Mendes University. Mr. Riechert joined Banco Pactual in 1991 as a Corporate Finance Officer focused on capital markets, became a partner in 1998 and was in charge of the Domestic Institutional Investors group from 1995 to 1999. His business address is Avenida Brigadeiro Faria Lima, 3729, 9th floor, São Paulo, Brazil.

Pedro Sampaio Malan: Mr. Malan is an independent member of our board of directors. Mr. Malan graduated from the Polytechnic School of the Catholic University of Rio de Janeiro (Pontifícia Universidade Católica - PUC) Rio de Janeiro in 1965. He has a PhD in Economics from the University of California at Berkeley. 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 and Globex-Ponto Frio and serves on the boards of directors of Energias do Brasil and the advisory board of Alcoa Latin America.

Rodolpho Tourinho Neto: Mr. Tourinho Neto is an independent member of our board of directors. He received a bachelor’s degree in economics from University of São Paulo/UFBA and completed graduate courses in economics and business administration at Bradley University, Illinois, U.S. He is a former senator of the State of Bahia and former Minister of Mines and Energy. He was Chairman of the board of directors of Petrobras, Petrobras Distribuidora and Eletrobrás. He was President of the Brazilian Council of Treasury Policies (CONFAZ), Chairman of the board of directors of the Development Bank of the State of Bahia (Banco de Desenvolvimento do Estado da Bahia, or DESENBANCO) and Chairman of the board of directors of the Bank of the State of Bahia (Banco do Estado da Bahia, or BANEB). He was 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), President of S/A Magalhães Indústria e Comércio, President of S/A Lavoura Indústrias Reunidas – Usina Aliança, member of the board of directors of American Express do Brasil, President of the American Chamber of Commerce, Vice President of Banco Econômico S/A, executive officer of Construtora OAS and general manager of Bahema S/A.

Claudio Thomaz Lobo Sonder: Mr. Sonder is an independent member of our board of directors. Mr. Sonder received degrees in chemical engineering and in economics from the Mackenzie Presbyterian University, and has taken extension courses in Munich, Germany and Boston, U.S. He has worked for 40 years in the chemical and pharmaceutical sector, and currently serves on the board of directors at a number of companies, including Cia. Suzano Papel e Celulose, Suzano Petroquímica S.A., Grupo RBS and is the Vice Chairman of the Deliberative Council of Hospital Israelita Albert Einstein. His business address is Rua Diogo Moreira, No. 132, Conjunto 1005, São Paulo, Brazil.

Raphael de Almeida Magalhães: Mr. Magalhães is an independent member of our board of directors. Mr. Magalhães holds a degree in law from the Pontifical Catholic University of Rio de Janeiro.  He served as Planning Secretary in the administration of Governor Carlos Lacerda, and as vice-governor and acting governor of the State of Rio de Janeiro in 1964 and 1965. Between 1967 and 1970, he served as Congressman. Mr. Almeida Magalhães was also president of the National Federation of Private Insurance Companies from 1971 to 1973 and Special Advisor Officer of Light between 1972 and 1974. Currently, he is a member of the Boards of Directors of the following companies: MPX Energia S.A., Cia de Seguros da Aliança do Brasil S.A., MMX Mineração e Metálicos S.A. and Cia de Seguros da Aliança da Bahia S.A.