Corporate Governance Structure
Sabesp is listed on the Novo Mercado, which is the listing segment in Brazil with the highest corporate governance requirements of B3 – Brasil, Bolsa Balcão and on the New York Stock Exchange – NYSE (ADR level III) since 2002 and is subject to the rules of the Brazilian Securities and Exchange Commission (CVM) and B3, in Brazil, and the rules of the Securities and Exchange Commission (SEC) and the New York Stock Exchange (NYSE), in the United States.
Sabesp’s Corporate Governance structure comprises:
General Shareholders' Meeting
The highest decision-making body, empowered to decide on all businesses conducted by the Company and to take the resolutions it deems appropriate for its protection and development. Among others, it is incumbent upon the Shareholders’ Meeting to elect or dismiss Board and Fiscal Council members, as well as members of the Audit Committee and Eligibility and Advisory Committee. All documents to be analyzed or discussed at the meeting are made available at the Company’s headquarters, at the Company’s website, at the Brazilian Securities and Exchange Commission (CVM) and at B3, as of the call notice publication. Proof of shareholder status may occur at any time until the opening of the Shareholders´ Meeting, in compliance with the rules set forth in our bylaws.
Board of Directors
Composed of nine members with a unified two-year term starting from the date of the election, with re-election allowed. In compliance with the Novo Mercado rules three board members must be independent directors. The assignments of the Board of Directors are established in the its internal charter.
Ms. Bertocco earned bachelor’s degrees in Public Administration from Fundação Getúlio Vargas and Law from the Pontifical Catholic University of São Paulo, a graduate degree in Administrative Law from the Law School of Fundação Getúlio Vargas, and participated in the Diversity Program in Boards of Directors from the Brazilian Corporate Governance Institute. She is currently the Chair of the Board of Directors of Sabesp (since 2023) and a member of the Statutory Audit Committee (since April 2024). She is currently a partner at Jive (former Mauá Capital) Investimentos (since 2020) and an independent Board of Directors member and coordinator of the Audit Committee of Orizon Valorização de Resíduos (since 2020). Ms. Bertocco was an advisor to the CEO’s Office of Sabesp (2003 to 2006) and State Coordinator of Sanitation (2007). Mrs. Bertocco served as a Director of Institutional Relations at the São Paulo State Utility Services Regulatory Agency (ARSESP – 2008 to 2010), General Director of the São Paulo State Regulatory Agency for Delegated Public Transport Services (ARTESP – 2011 to 2015), Undersecretary of Partnerships and Innovation (2015 to 2018), CEO of Sabesp (2018), Director of Government and Infrastructure at BNDES (2019). She also served as a member of the Board of Directors and Regulatory and Operational Committee of Equatorial Energia (2022 to 2023), a member of the Board of Directors of Companhia Riograndense de Saneamento (2020 to 2022), where she was also the Coordinator of the Innovation and Sustainability Committee.
Mr. Oliveira holds a bachelor’s degree in Law from the Catholic University of Pernambuco, a master’s degree in Public Law from the Federal University of Pernambuco, a master’s degree in Regulatory Law from Fundação Getúlio Vargas, and a LLM in State Law and Regulation from Fundação Getúlio Vargas. He also has training from Harvard Kennedy School in “Creating Collaborative Solutions: Governance Innovation” and in “Infrastructure in a Market Economy: Public-Private Partnership in a Changing World”. Mr. Oliveira is currently Executive Secretary at the Environment, Infrastructure, and Logistics Secretariat of the São Paulo State. He was a Fiscal Council member of Nuclebrás (2021 to 2023) and Santos Port Authority (2022 to 2023), Program Director at the Ministry of Mines and Energy, where he coordinated actions in the electricity, oil, gas, and mining sectors, among which the capitalization of Eletrobras (2019 to 2023), Program Director of Investment Partnerships of the Office of Brazil’s President, monitoring and structuring projects in the electricity sector in the generation, transmission, and distribution segments (2016 to 2019). Mr. Oliveira also worked as a lawyer at the Brazilian Development Bank (2010 to 2016). He is currently a member of the Board of Directors of Sabesp (since 2023) and the Metropolitan Water and Energy Company (EMAE).
Mr. Miranda da Paz Junior has had a sustainable career in the multi-utilities sector. Since 2013, he has served as CEO of Grupo Equatorial, a Holding Company operating in the Energy Distribution, Sanitation, and Transmission, Telecom, Services, Distributed Generation, and Renewable Energy segments. Mr. Miranda earned a bachelor’s degree in Electrical Engineering from the Federal University of Bahia, with a Specialization degree in Maintenance Management from Eletrobrás in partnership with PUC/RJ and the Federal School of Engineering of Itajubá/MG, and an MBA in Management of Electric Power Companies from FGV/SP.
Before joining CEMAR (currently Equatorial Maranhão), he held several positions in the Electric System Management at COELBA. He joined Grupo Equatorial in 2004, as the Director of Engineering at CEMAR. From 2007, he served as Vice President of Operations until 2010, when he became the CEO of the Company and, in 2013, he became the CEO of Grupo Equatorial. He held the planning, acquisition, and turnaround of companies from various segments. Focused on results, team building, conflict management, knowledge of multi-utility market management, and a willingness to take risks and handle pressure.
Ms. Polto earned a bachelor’s degree in Law from the University of São Paulo and a master’s degree from the same institution. She is currently the State Attorney and Advisor to the Office of the General Counsel of the State, responsible for the coordination of state-owned companies, and a member of the Board of Directors of EMAE. Ms. Cunha was Director of Corporate Affairs at Companhia Paulista de Parcerias from 2006 to 2016, Deputy Attorney General from 2020 to 2022, and a member of several Board of Directors, such as Sabesp, from 2014 to 2016, and from 2020 to 2023; Chair of the Board of Directors of Companhia Paulista de Securitização; member of the Board of Directors of Metrô and EMTU, and is currently a member of the Board of Directors of EMAE. Ms. Polto is a certified Board member by IBGC and has extensive experience in infrastructure, regulated sectors, corporate governance, and public corporate law.
Mr. Noel earned a bachelor’s degree in Economics. He is a partner at Opportunity, where he has been an Investment Committee member since 2020. Before that, he was a partner at Athena Capital from 2014 to 2020. He has been a member of the Board of Directors of Equatorial Energia since 2021, serving as the Coordinator of the Strategy and New Businesses Committee. He is a member of the Strategy and Innovation Committee, the Operational Committee, and the Statutory Audit Committee. He was a member of the Board of Directors of Echoenergia Participações from 2022 to 2024.
Mr. Amado earned a bachelor’s degree in Electrical Engineering from the Federal School of Engineering of Itajubá and a master’s degree in Regulation Economics and Competition Defense from the University of Brasília. He currently serves as Executive Director of Equatorial Energia. Mr. Amado was the CEO of Echoenergia from 2022 to 2024, and Director of Regulation and New Businesses at Equatorial Energia from 2008 to 2022. He also serves as a Board member of several subsidiaries of Equatorial Energia.
Mr. Silva earned a bachelor’s degree in Mechanical Engineering from the Pontifical Catholic University of Rio de Janeiro. He is currently the Chair of the Board of Directors of EMBRAER (since 2012) and has been a Board member of the same company since 2011. Mr. Silva was the CEO of GE Brazil from 2001 to 2007, CEO of GE CELMA from 1989 to 2001, an Engineer at CTA from 1974 to 1976, a Manager at Motortec from 1976 to 1989, and an Engineer at VARIG from 1968 to 1974.
Mr. Gattass earned a bachelor’s degree in Economics from PUC-Rio. He is currently a member of the Board of Directors of Sabesp, PRIO S.A., Serena Energia S.A., and Canacol Energy LTD. Mr. Gattass was a Board member of Copasa S.A. (2017-2023), BR Distribuidora (2015-2016), and Alternate Board member of Petrobras S.A. (2015-2016) and Sanepar (2017). He was Head of the Company Analysis Department at Banco BTG Pactual from 2009 to 2015. From 1997 to 2015, he worked as a Company Analyst in the Oil & Gas, Energy, and Sanitation sectors at Icatu (1997-1998), UBS (1998-2009), and BTG Pactual (2009-2015).
Mr. Bandeira earned a bachelor’s degree in Computer Science from the Catholic University of Pelotas, a graduate degree in Finance and Management from FGV and UFRGS, an MBA from The Wharton School – University of Pennsylvania, and concluded the executive Owner and President Management Program (OPM) at Harvard Business School. He has been a Board member of Oi S/A since 2020. He was the CEO and Managing Partner at Falconi, a management consulting firm, from January 2011 to March 2017, leading the partnership model implementation and internal expansion with companies opening in the USA and Mexico. He was also a Secretary of State for Planning and Management from July 2008 to March 2010, among other public roles. He was a systems analyst, IT manager, and CIO. He became a public servant in 1993 at the Secretariat of Finance of Rio Grande do Sul. After working at the Ministry of Finance and Federal Senate, he led the Rio Grande do Sul State Treasury in 2007 and was appointed Secretary of Planning and Management in 2008. In 2010, he became the President of Banrisul (Board member since 2008). He resigned in 2011.
Fiscal Council
Permanently installed since the Company’s inception, comprises of a minimum of three and a maximum of five sitting members and respective alternates, elected annually by the General Meeting, with re-election allowed. The duties and functioning of this Committee are set out in the bylaws and in its internal charter.
Mr. Nogueira Filho has extensive professional experience in finance, with expertise in several sectors, including oil and gas, commodities, and consumer goods. He started his career in the financial market in 2006, working at Santander, Societé Generale, and Safra. More recently, he held positions at major Brazilian investment firms such as Opportunity, Truxt, and XP, focusing on equity analysis and portfolio management. He earned a bachelor’s degree in Engineering from the State University of Campinas (UNICAMP) and a specialization degree in Mechatronic Engineering from École Nationale Supérieure d’Arts et Métiers (ENSAM). He has several certifications, such as CFA, CGA, CPA-20, and CNPI, and has completed courses in business analysis (Massachusetts Institute of Technology), corporate law (Fundação Getulio Vargas), Board development (Fundação Dom Cabral), and Fiscal Council (IBGC). Mr. Nogueira Filho served as a Fiscal Council member at CELPE and is a Board member of Instituto Ponte, an NGO focused on education.
Mr. Marinho earned a bachelor’s degree in Economics from the Federal University of Rio de Janeiro (UFRJ), a graduate degree in Economic Engineering and Industrial Management (UFRJ); a master’s degree in Business Administration (COPPEAD/UFRJ), and an MBA in Electric Power Business Management (FGV). He is currently a Consultant – Project Director at Galeazzi & Associados – and serves as a Sitting Fiscal Council member at Eletrobras and SABESP. Mr. Marinho was the Administrative and Financial Director and Investor Relations Officer at Light S.A. from 2021 to 2022. He also served as Financial Director and Investor Relations Officer at Log-In Logística Intermodal S.A. from 2018 to 2020, and as Financial Director and Investor Relations Officer at UNIDAS S.A. from 2011 to 2018.
Mr. Valente earned a bachelor’s degree in Engineering from the Military Institute of Engineering, with experience at École Supérieure d’Électricité (Supélec), and holds an Executive MBA from COPPEAD/UFRJ. He is currently a manager at Opportunity. Mr. Valente was Director of Operations at Empresa Gestora de Ativos S/A (EMGEA) from October 2022 to May 2023, an Advisor to the CEO’s Office at the Brazilian Development Bank (BNDES) from April 2020 to October 2022, a Director of the Secretariat of the Federal Government’s Assets (SPU) from April 2019 to April 2020, and a Board member at Empresa de Pesquisa Energética (EPE) from December 2019 to April 2020. Before that, he contributed to companies such as CR2 Empreendimentos, Alcatel-Lucent, and Accenture, and co-founded companies in the real estate market.
Ms. Pinheiro is certified by IBGC to serve on Boards of Directors and Fiscal Councils. She earned a bachelor’s degree in Accounting and an MBA in Finance from IBMEC (2001) and completed a Business Training Program at the University of Ontario, Canada. She currently serves as a sitting Fiscal Council member at Equatorial Energia S.A., Equatorial Pará Distribuidora de Energia S.A., and, since 2023, at Companhia Estadual de Distribuição de Energia Elétrica (CEEE-D), which also belongs to Grupo Equatorial. She has been the Coordinator of the Audit Committee of HDI Seguros S.A. and Icatu Seguros S.A. since 2020.
Mr. Moraes earned a bachelor’s degree in Economics from the School of Economics, Administration, and Accounting from the University of São Paulo (FEA), a bachelor’s degree in Accounting from Fundação Instituto de Pesquisas Contábeis, Atuariais e Financeiras (Fipecafi), and a specialization degree in Public Management from the School of Arts, Sciences, and Humanities from the University of São Paulo (EACH). He currently serves as the Coordinator of Special Projects at the Investment Partnerships Secretariat. He has over fourteen years of experience in concessions and Public-Private Partnerships, including recent privatizations in the São Paulo State. He worked as a Fiscal Council at the Metropolitan Water and Energy Company (EMAE), at the Insurance Company of the State of São Paulo (COSESP), at the São Paulo Development Agency (DesenvolveSP) and at the Supplementary Pension Foundation of the State of São Paulo (Prevcom).
Mr. Celestino earned a bachelor’s degree in Accounting from the Catholic University of Pernambuco, with a specialization degree, master’s degree, and Ph.D. in Administration/Finance from the University of Pernambuco, Federal University of Paraíba, and Federal University of Pernambuco. He is currently an Associate Professor at Universidade Federal Rural de Pernambuco and a consultant in Valuation and M&A. Mr. Celestino has taught at undergraduate and graduate levels, and served as a Director of Planning and Operations, and Controllership at Guaraves S/A from 2017 to 2022. He was Technical Director at MTA Consultoria e Treinamento from 2010 to 2017. He also taught at the Catholic University of Pernambuco from 2000 to 2015. He worked at companies such as J. Macedo Alimentos, Elekeiroz Indústria Química, White Martins, and Ernest Young, among others.
Mr. Soares da Silva earned a bachelor’s degree in Business Administration from the University of Pernambuco (1981), a graduate degree in Financial Administration (University of Pernambuco, 1983), an International Executive MBA (FIA-USP, 1999), an Executive MBA in Finance (IBMEC / INSPER -SP, 1995), a specialization degree in Mergers and Acquisitions (INSPER – SP, 2016), a specialization degree in Judicial Reorganization of Companies (INSPER – SP, 2016), a specialization degree in Corporate Governance (Fundação Dom Cabral, 2015), a specialization degree in Logistics (FGV-SP – 2000), and a specialization degree in e-Business (Asit Coppe-UFRJ, 2000).
Mr. Lara earned a bachelor’s degree in Business Administration from Fundação Getúlio Vargas and in Accounting from Faculdade Paulo Eiró. He also earned a graduate degree in Control and Finance from IMD – International Management Development. He started at Arthur Andersen as an external auditor and later worked in construction and the cement industry. In 1996, he became CFO at an American packaging company and, in 1998, he served as Director of Planning and Control at Cyrela Brazil Realty, where remained until 2010, when he took office as Director of Controllership at PDG Realty. He served as CFO at Greenwood Resource Brazil from 2013 to 2022 and is currently a member of the Advisory Council of Global Timber Resources and Greenwood Brasil. He is also a Fiscal Council member at Equatorial Energia, Equatorial Maranhão, Equatorial Pará, and CEEE-RS.
Mr. Dominguez earned a bachelor’s degree in Accounting from the Federal University of Rio Grande do Sul (UFRGS) in January 1990, and has been registered with the Regional Accounting Council of Rio Grande do Sul State under number 45.758/O-1. He worked as an independent auditor from August 1988 to June 2016 and was a partner at HB Audit – Auditores Independentes from February 1994 to June 2016. He has been a member of Fiscal Councils since April 2000 in several publicly-held companies. He is currently a member of the Fiscal Councils of (i) Odontoprev S.A. – since April 2007 (Sitting member); (ii) WEG S.A. – since April 2014 (Sitting member) and from April 2013 to April 2014 (Alternate member); (iii) EQUATORIAL ENERGIA S.A. – since April 2015 (Sitting member); (iv) Equatorial Pará Distribuidora de Energia S.A. – since April 2015 (Sitting member); (v) Equatorial Maranhão Distribuidora de Energia S.A. – since April 2015 (Sitting member); (vi) Valid Soluções S.A.– since April 2016 (Sitting member) and from April 2015 to April 2016 (Alternate member); (vii) Triunfo Participações e Investimentos S.A. – since April 2018 (Sitting member) and from April 2011 to April 2014 (Sitting member); (viii) CEEE-D – since July 2021 (Sitting member); (ix) Lojas Renner S.A. – since October 2020 (Sitting member); and (x) Petróleo Brasileiro S.A. – since April 2024 (Sitting member).
Ms. Viana earned a bachelor’s degree in Law from UERJ and master’s degrees in Administrative Law from USP and in Economics from FGV-EESP. She currently serves as the Undersecretary of Basic Sanitation and Water Resources at the Environment, Infrastructure, and Logistics Secretariat (SEMIL). Ms. Viana was the Deputy Head of the Legal Consultancy at SEMIL (2023/2024) and the Head of the Legal Advisory Office (2022), where she worked from 2019 to 2023.
Audit Committee
The Board of Directors is assisted by an Audit Committee and comprises three members of the board of directors who cumulatively meet the requirements of (i) independence, (ii) technical knowledge, (iii) time availability, (iv) identification and/or compliance with the applicable exemptions, in accordance with the rules of the U.S. Securities and Exchange Commission and of the New York Stock Exchange. The Audit Committee must have one finance specialist and one Coordinator, which may be exercised by the same person if needed. According to our Bylaws, the members of the Audit Committee may be appointed simultaneously to their election to the Board of Directors, or by subsequent resolution by the Board of Directors, and must exercise their role until the end of their term of office as member of the Board of Directors or until resolved otherwise by the Shareholders’ Meeting or by the Board of Directors. In addition, if the member of the Committee has exercised the term of office for any period, he/she may only rejoin the Committee after at least three years after the end of the term of office. The duties and functioning of this Committee are set out in the bylaws and in its internal charter.
Executive Board
Comprises of up to seven members, including a Chief Executive Officer and a Chief Financial Officer and Investor Relations Officer, and the others without specific designation, all with a unified two-year term, with re-election allowed. The responsibilities and operating procedures of the Board are defined in the bylaws and in its internal charter.
Mr. Carlos Piani has over 20 years of experience in investments, mergers and acquisitions and has held several executive positions. He served as president of HPX Corp, the first SPAC dedicated to the Brazilian market (2020-2023). He is currently a member of the board of directors of Hapvida Participações e Investimentos and Modular Data Centers. Previously, the executive was president of the Board of Directors of Equatorial Energia and a member of the Board of Directors of Vibra Energia. Additionally, the executive was global head of the strategic initiatives and mergers and acquisitions team and president of the Canadian division of Kraft Heinz (2019) and President of Kraft Heinz Canada (2015-2018). He also served as President of PDG Realty (2012-2015) and was a partner and co-head of the Private Equity area at Vinci Partners (2010-2015). He served as President and CFO of Equatorial Energia and its subsidiaries (2004-2010) and as a mergers and acquisitions analyst and partner in the Illiquid Proprietary Investments area at Banco Pactual (1998-2004). Mr. Carlos Piani holds a degree in Business Administration from IBMEC/RJ and in Data Processing from PUC-Rio. He also holds the CFA Charterholder title from the CFA Institute and completed the Owners and President Management (OPM) Program at Harvard Business School.
Mr. Szlak earned a bachelor’s degree in Chemical Engineering from the Polytechnic School of the University of São Paulo. He earned a degree in Leadership and People Management from Insper and participated in executive training programs at Singularity University in Santa Clara, California, and Harvard Business School. Between September 2023 and September 2024, he was the CFO of Combio, the largest thermal energy provider in Brazil, where he was responsible for the finance, information technology, shared services center, and procurement areas. At Kraft Heinz, where he worked from January 2014 to September 2023, he served as CFO for Latin America and Canada and as CEO in Venezuela. Mr. Szlak was also a Board member at BR Spices (May 2022 to September 2023). Before that, he was a consultant at IGC Partners and worked at Procter & Gamble Brazil.
Mr. Souza has been our Operation and Maintenance Officer since April 2023 and was our Metropolitan Region Officer from February 2023 to April 2023. He earned a bachelor’s degree in Civil Engineering from Universidade de Mogi das Cruzes, a specialization degree in Basic Sanitation Engineering from Faculdade de Saúde Pública at Universidade de São Paulo, an MBA in Business Management from Fundação Getúlio Vargas, and attended extension courses in Innovation Leadership at Massachusetts Institute of Technology. Mr. Souza is sanitation consultant (2022), worked at Sabesp from 1992 and 2021, in several management positions, such as Head of Central Business Unit and Head of South Business Unit, Interception and Isolated Systems Manager at the Sewage Treatment Business Unit, Administrative and Finance Manager at the Sewage Treatment Business Unit, Regional Manager of Operation, Maintenance, and Commercial Department of the East Business Unit. He was also a president of the São Paulo Institute in Management Excellence (Instituto Paulista de Excelência em Gestão) (2012 to 2014) and president of the Brazilian Association of Sanitation and Environmental Engineering (Associação Brasileira de Engenharia Sanitária e Ambiental) (2016 to 2020).
Ms. Longo earned a bachelor’s degree in Civil Engineering from Universidade Paulista, and MBAs in Socio-Environmental Strategy Management from Instituto de Administração/Fundação Getúlio Vargas and in Public-Private Partnerships and Concessions from Fundação Escola de Sociologia e Política de São Paulo, with an international module at the London School of Economics. She started working at Sabesp in 1995, as an intern and, since March 2023, she has been the Executive Assistant to the Executive Board. Before that, she was a Superintendent of the West Business Unit (Jan 2022 to Jan 2023), Superintendent of the North Business Unit (July 2018 to December 2021), Department Manager of the Butantã Regional Management Unit (July 2015 to June 2018), Manager of the West Major Consumers Division (January 2013 to July 2015), and Technical Planning Manager of the West Business Unit (February 2010 to January 2013), among others.
To be update
Mr. Fehlberg earned a bachelor’s degree in Engineering from the Pontifical Catholic University of Rio de Janeiro, and MBAs in Business Management from Fundação Getúlio Vargas and in Strategic Marketing from Ibmec. He was the CEO of MobiTech Locadora de Veículos (February 2022 and March 2023), Executive Director at Burger King Brazil (August 2011 to February 2022), and Superintendent at BRMalls (April 2009 to July 2011), where he also served as Corporate Manager for New Businesses and Revitalizations (February 2011 and July 2011). Before that, Mr. Fehlberg was a Managing Partner of Outback Brazil and Starbucks Brazil (July 2008 and 2009) and General Manager of Companhia Energética do Maranhão – CEMAR (2004 to 2008).
Eligibility and Compensation Committee
It is composed of at least three and a maximum of five members elected by the Board of Directors, with a term of office coinciding with that of the members of the Board of Directors. This Committee is responsible for overseeing the process of nominating members for statutory and non-statutory bodies, as well as proposing a remuneration and benefits policy for directors and members of statutory and non-statutory advisory committees.
Mrs. Bertocco has been the Chairman of our Board of Directors since May 2023 and has been an independent member of our Board of Directors and a member of our Audit Committee since April 2024. Mrs. Bertocco holds a bachelor’s degrees in Public Administration from Fundação Getúlio Vargas and in Law from the Pontifical Catholic University of São Paulo, a postgraduate degree in Administrative Law from the Law School of Fundação Getúlio Vargas, and participated in the Diversity Program in Boards of Directors of the Brazilian Institute of Corporate Governance. She is currently a partner at Jive Investiments (former Mauá Capital) and an independent member of the Board of Directors of Orizon Valorização de Resíduos (ORVR3). Mrs. Bertocco worked as an advisor to Sabesp’s CEO’s Office (2003 to 2006), State Sanitation Coordinator (2007), Institutional Relations Officer at the São Paulo State Sanitation and Energy Regulatory Agency – ARSESP (2008 to 2010), General Officer of the Regulatory Agency for Delegated Public Transportation Services of the São Paulo State – ARTESP (2011 to 2015), Undersecretary of Partnerships and Innovation (2015 to 2018), CEO at Sabesp (2018), Executive Government and Infrastructure Officer at BNDES (2019). She was also a member of the Board of Directors of Companhia Riograndense de Saneamento (2020 to 2022), where she also held the position of Coordinator of the Innovation and Sustainability Committee, and was a member of the Boards of Directors of Equatorial Energia (2022 to 2023), Sabesp (2018), Companhia Paulista de Parcerias do Estado de São Paulo (2015 to 2018), and DERSA – Desenvolvimento Rodoviário S.A. (2011 to 2015).
Mrs. Lima has been an independent member of our Board of Directors and a member of our Audit Committee since May 2023. Mrs. Lima holds a bachelor’s degree in Accounting from the Federal University of Maranhão and in Law from University Ceuma. She is currently head of Concremat Engenharia e Tecnologia in São Luiz, Maranhão. She worked at Companhia Docas do Maranhão between 2002 and 2019, as head auditor, and member of the Audit Technical Committee, Eligibility Committee, and Correctional Technical Committee of the Ministry of Infrastructure.
Mrs. Corso Matte has been an independent member of our Board of Directors since April 2024. Mrs. Corso Matte holds a bachelor’s degree in Law from UFRGS with a postgraduate degree in Human Resources from PUC-IAG. She has solid experience in executive positions, serving as member of Board of Directors and member of thematic committees. She has been a member of the Board of Directors of Norte Energia S.A (Belo Monte) since January 2023 and a member of the People Committee of IBGC since August 2021. She has been in the People Committee of Eletrobrás S.A since August 2022. She was member of the Board of Directors and member of the People Committee of Eletrobrás from April 2021 to August 2022.
Mr. Silva has been a member of our Board of Directors since May 2023. Mr. Silva holds a bachelor’s degree in Economics from União Educacional de Brasília, with a specialization degree in Controllership and Finance from the Catholic University of Brasília, and a master’s degree in Business Administration from the University of Brasília. He currently serves as the Treasury Undersecretary at the State Treasury Department of São Paulo. Mr. Silva was Undersecretary of Planning, Budget, and Administration of the Ministry of Infrastructure (2019 to 2023), Undersecretary of Planning, Budget, and Administration of the Ministry of Finance (2016 to 2018), Deputy Undersecretary of Planning, Budget, and Administration of the Ministry of Finance (2014 to 2016), Budget and Financial Execution Manager (2008 to 2011), and Project Manager (2007 to 2008) of the National Treasury Secretariat. Additionally, he was Chair of the Fiscal Council of INFRAERO Airports and was a member of the Fiscal Councils of EPL Logísticas and Viracopos Airport. He was also a member of the Board of Directors of BB Seguridade (2016 to 2019) and Chair of the Board of Directors of SERPRO (2014 to 2019).
Sustainability and Corporate Responsibility Committee
It is composed of at least three and a maximum of five members, with compatible academic backgrounds or relevant professional experience, with one of the members of the Committee being elected by employees in a direct election. This Committee is responsible for integrating Environmental, Social and Corporate Governance aspects into the business strategy, as well as encouraging the adoption of the highest socio-environmental and governance standards in its corporate policies and procedures.
Related Party Transactions Committee
It is composed of at least three and at most five members, one of whom is an independent director, and the others are professionals of recognized reputation in the market, with no functional or statutory ties to the Company, and with relevant experience in matters related to their competence. It is responsible for guiding the conduct of transactions with related parties and situations involving potential conflicts of interest, aiming to preserve the interests of the Company and guarantee independence and transparency.
Internal Audit
Area linked to the Board of Directors through the Audit Committee, also reporting to the Chief Executive Officer. Responsible for assessing (i) the adequacy of internal controls, (ii) the effectiveness of risk management and governance processes, (iii) the reliability of the processes of collecting, measuring, classifying, accumulating, recording, disclosing events and transactions, and preparing financial statements, and (iv) the proper application of the principle of segregation of duties to avoid conflicts of interest and fraud. Since 2016, Sabesp, through its Internal Audit, holds the Quality Assessment (QA) certificate, which was obtained after a rigorous assessment carried out by the Institute of Internal Auditors of Brazil (IIA Brazil), branch of The Institute of Internal Auditors (IIA).
Compliance and Risk
Area linked to the People and Corporate Management Office and is headed by a statutory officer appointed by the Board of Directors. It is responsible for preparing the integrity program; identifying and classifying, jointly with the Company’s other divisions, the main risks the Company is subject to. It may establish a direct dialogue with the Fiscal Council, the Audit Committee, and the Board of Directors, whenever there is suspicion of irregularities by any of the members of the Executive Board. This area operates under its own autonomy, independence, and budget.
Ethics Committee
Area linked to the Board of Directors, being responsible for the recurring update of the Company’s Code of Conduct and Integrity in such a way that it reflects current scenarios. This area also focuses on encouraging managers and employees to comply with the principles established in therein.
Executive Governance Department
This activity is carried out by the Office of the Chief Executive Officer and consists of providing assessment on governance processes, assisting the Chairman of the Board of Directors, the Coordinator of the Audit Committee, the Fiscal Council and the Company’s Chief Executive Officer in defining the agenda of the meetings, forwarding meeting agendas and supporting materials, convening and conducting board meetings and general meetings and preparing minutes of meetings, among others.
Corporate Risk Management Committee
An advisory and permanent body responding to the Executive Board and comprising of representatives from all corporate areas. This committee is coordinated by the Compliance and Risk Department and is responsible for assessing the risk levels that define the responsibilities for approving and addressing risks, in addition to monitoring the annual risk management plan, the execution of mitigation action plans, risk indicators, and assessing the Company’s risk map, among others.
External Audit
Sabesp has external auditors, who carry out the audit of its financial statements and review the Company’s quarterly information and financing projects, ensuring the reliability of the data presented. Sabesp complies with the principles that preserve the independence of the external auditor in not auditing their own work, not performing managerial functions, and not advocating for their client. The hiring of the independent auditors is approved by the Board of Directors, based on the opinion of the Audit Committee, which is responsible for assessing the guidelines of the hiring process and other conditions for these services. The Audit Committee is also responsible for expressing its opinion in advance regarding the hiring of other services to be performed by the independent external auditor, or companies related to it, that are not included in the typical audit activities, and must also express its opinion on the removal of the independent external auditor.
Whistleblowing Channel
Receives internal and external complaints on deviations from the Code of Conduct and Integrity. Complaints are addressed by a third-party company and can be registered by filling out a standardized form through the website https://www.contatoseguro.com.br/sabesp, or by calling 0800 900 8001. The Internal Audit area is responsible for processing complaints and ensuring the anonymity of the whistleblower and the confidentiality of the information provided to preserve rights and the neutrality of the decisions taken. The procedures for investigating breaches to the Code of Conduct and Integrity and the events recorded on this Channel are monitored by the Audit Committee.
Internal Controls
The evaluation of internal controls has been carried out in a structured and systematic way since 2005, having as reference the internal controls framework of the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
The internal controls structure is reassessed annually, considering both the possible existence of new risks associated with the preparation and disclosure of financial statements and the possible significant changes in computerized processes and systems.
Internal controls include procedures for the adequacy of accounting records, preparation of financial statements in accordance with official rules and proper authorization of transactions related to the acquisition, use and disposal of Company assets.
The internal control tests are carried out systematically by the Audit Department, a unit functionally linked to the Audit Committee and hierarchically linked to the Chief Executive Officer.
The area also complies with section 404 of the Sarbanes-Oxley Act (SOX), the process of evaluating internal controls adheres to Law No. 13,303, dated June 30, 2016.
Additional information on the controls adopted by the Company to ensure the preparation of reliable financial statements are available in the Reference Form (only in Portuguese).
Compensation of the Statutory Bodies
Sabesp has a compensation policy approved by the Board of Directors, which establishes the criteria for defining compensation for management (executive officers and directors), members of the Fiscal Council and members of the Audit and Eligibility and Advisory statutory committees, in compliance with the Novo Mercado Regulation, the Company’s Bylaws, Federal Laws 6,404/1976 and 13,303/2016, and the guidelines established by the State Capital Protection Board (Conselho de Defesa dos Capitais do Estado – CODEC) 01/2018 and 01/2019.
Annually, the General Shareholders’ Meeting approves the global compensation amount. For more information on the composition of the compensation of statutory bodies and the annual amounts foreseen and carried out, see the Reference Form (only in Portuguese).
Arbitration Clause
Sabesp, its shareholders, directors, officers and members of the Fiscal Council, both sitting and alternate, undertake to settle through arbitration, before the Market Arbitration Chamber, in the form of its regulation, any controversy that may arise between them, related to or arising from its status as issuer, shareholders, managers and members of the Fiscal Council, in particular, those arising from the provisions set forth in Law No. 6,385/1976, Law No. 6,404/1976, our Bylaws, the National Monetary Council, the Central Bank of Brazil and the Brazilian Securities and Exchange Commission, as well as other rules applicable to the operation of the capital market in general, in addition to those contained in the Novo Mercado Regulations, other B3 regulations and the Novo Mercado Participation Agreement.