Boards, Board Committee and Executive Board

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

Currently comprises a minimum of 7 and a maximum of 11 members, with a unified two-year term, with a maximum of three consecutive renewals. In compliance with the Novo Mercado rules and Federal Law 13,303/16, a minimum of two board members, or 25% of the total members, whichever is higher, must be independent directors, one of whom being elected by non-controlling shareholders. The Chief Executive Officer is a member of the Board of Directors, although he is not allowed to hold the position of Chairman of this Board. The Chairman of the Board of Directors, in turn, is not allowed to be part of the Executive Board. The Company’s Bylaws provides for the participation of one representative of the employees in the Board of Directors, with the same term of office as the other members. There is currently no employee representative on the Board of Directors. The assignments of the Board of Directors are established in the bylaws and its internal charter.

Name Position
Mário Engler Pinto Júnior Chairman

Mario Engler Pinto Junior. Mr. Engler has been the Chairman of our Board of Directors since April 2018. Before that, he served as member of our Board of Directors from 2006 to 2011 and as member of our Audit Committee from 2006 to 2009. He was Chief Advisor on public and corporate finance to the Treasury Department, and a member of the State Capital Protection Board (Conselho de Defesa dos Capitais do Estado – CODEC), CEO of the São Paulo Partnership Company (Companhia Paulista de Parcerias – CPP) from 2016 to 2019, where he was also a member of the Board of Directors from 2014 to 2019. He holds a PhD degree in Commercial Law from Getúlio Vargas Foundation Law School (Fundação Getúlio Vargas – FGV) and is now a professor at the same institution. At FGV Law School, Mr. Engler is the coordinator for the professional master’s program and conducts legal research regarding contractual and corporate arrangements in the public and private sectors. He has been a lawyer since 1979 and served for 30 years as public attorney for the State of São Paulo from 1984 to 2014. In the last years, he has been an arbitrator and executive officer and director for private companies and state-owned enterprises.

Benedito Pinto Ferreira Braga Junior Member

Mr. Braga has been our Chief Executive Officer and a member of our Board of Directors since January 2019. He has a degree in Civil Engineering from the School of Engineering of São Carlos of the University of São Paulo (Escola de Engenharia de São Carlos da Universidade de São Paulo – USP), a master’s degree in Hydrology from Stanford University, a master’s degree in Hydraulics from USP and a PhD in Water Resources from Stanford University. He was Secretary of Sanitation and Water Resources of the State of São Paulo from January 2015 to May 2018 and was the Chairman of our Board of Directors from January 2015 to April 2018. Mr. Braga was a professor at the Polytechnic School of University of São Paulo from 1980 to 2019. He was Co-Chairman of the International Organizing Committee of the World Water Forum in Brasilia (2018), in Korea (2015) and Chairman of the Committee in France (2012). He is Honorary President of the World Water Council – WWC, of which he was the President from 2012 to 2018. Mr. Braga was also the President of the Intergovernmental Council of UNESCO’s International Hydrological Program from 2008 to 2009, President of the International Water Resources Association – IWRA, from 1998 to 2000, as well as, Director of the National Water Agency from 2001 to 2009.

Claudia Polto da Cunha Member

Ms. Cunha has been a member of our Board of Directors since April 2020, having previously served in the same position from 2014 to 2016. She holds a master’s degree in Administrative Law from the University of São Paulo – USP and an undergraduate Law degree from the same institution. She has been a state attorney since 1991, and currently serves as Deputy State Attorney General. She is also Chairwoman of the Board of Directors of Companhia Paulista de Securitização and member of the Board of Directors of Empresa Metropolitana de Transportes Urbanos – EMTU, where she served in the same position between 2012 and 2014. She was special advisor to the Secretary of Finance and Planning in 2019, Executive Secretary of the State Capital Defense Council – CODEC, from 2006 to 2016, and Advisor to the Attorney-General of São Paulo from 1995 to 2006. Ms. Cunha was also a member of the Board of Directors of Companhia do Metropolitano de São Paulo – METRO from 2007 to 2012, and Executive Officer at Companhia Paulista de Parcerias – CPP from 2006 to 2016.

Eduardo de Freitas Teixeira Independent Member*

Mr. Teixeira has been an independent member of our Board of Directors since April 2020 and a member of our Audit Committee since May 2020. He holds a master’s degree in Economics from the Federal University of Rio de Janeiro and an undergraduate degree in Economics from the same institution. He is currently also a member of the Board of Directors of Empresa Metropolitana de Águas e Energia (EMAE) and of its Audit Committee. Mr. Teixeira began his career at the Central of Bank in 1977, remaining in that institution until 1998. In 1991, he founded the consulting firm Creta Planejamento, in which he continues to work. Also in the private sector, he was Chief Financial Officer and member of the Board of Directors of HRT Participações (currently PetroRio) from 2009 to 2012 and member of the Board of Directors of Viracopos Airport from 2015 to 2018. In the public sector, Mr. Teixeira served as Deputy Secretary for Economic Affairs of the Ministry of Finance from 1985 to 1988, member of the Fiscal Council of Banco do Brasil from 1987 to 1989 and the Brazilian Federal Savings Bank (Caixa Econômica Federal) from 1986 to 1988, Executive Secretary of the Ministry of Economy in 1990, Chairman of the Board of Directors and CEO of Petrobrás from 1990 to 1991, Chairman of the Board of Directors of Banco do Brasil in 1990, Minister of State for Infrastructure and member of the National Monetary Council in 1991. In addition, member of the Board of Directors of Itaipú Binacional from 1990 to 1991.

Francisco Luiz Sibut Gomide Independent Member*

Mr. Gomide has been an independent member of our Board of Directors since April 2017. He was a member of our Audit Committee from May 2017 to August 2017. He holds a bachelor’s degrees in Civil Engineering and in Economic Sciences from the Federal University of Paraná (Universidade Federal do Paraná) and a PhD in Hydrology and Water Resources from the Colorado State University. He was the Minister of Mines and Energy in 2002, the CEO of ESCELSA – Espírito Santo Centrais Elétricas S.A. between 1995 and 2001, the CEO of the Energy Company of Mato Grosso do Sul between 1997 and 2001, the General Brazilian Diretor of Itaipu Binacional between 1993 and 1995, the CEO of the Energy Company of Paraná (Companhia Paranaense de Energia – Copel) between 1986 and 1993 and the Chief Financial Officer of the same company from 1983 to 1985. Mr. Gomide was also a professor at the Federal University of Paraná (Universidade Federal do Paraná) from 1970 to 1995. Between 1969 and 1982, he was a hydraulic engineer and hydrologist at the Energy Company of Paraná.

Francisco Vidal Luna Independent Member*

Mr. Luna has been an independent member of our board of directors since April 2013. Mr. Luna was also a member of our Audit Committee from April 2013 to September 2016 and was reappointed in May 2020. He has a doctorate in Economics from the Business, Economics and Accounting School at the University of São Paulo (Universidade de São Paulo – USP) and is a retired professor of the same university. He was member of the Board of Directors of BNDES. In the public sector, he has served as the Secretary of Planning for the state and city of São Paulo. He has also worked at the Treasury Department for the State of São Paulo and the Federal Planning Bureau, among other roles. In the private sector, he was the Executive Chairman of Banco Inter American Express S.A. He is currently a member of the Audit Committee of Desenvolve SP, member of the Audit Committee of the Petrobrás Conglomerate, a member of the Board of Trustees of the Fundação Faculdade de Medicina – FFM and a member of the Board of Trustees of FIPE – Fundação Instituto de Pesquisas Econômicas.

Luís Eduardo Alves de Assis Independent Member*

Mr. Assis has been an independent member of our Board of Directors since January 2021. Before that, he served as an independent member of our Board of Directors from 2014 to 2020 and as member of our Audit Committee from 2016 to 2020. He holds a degree in Economics from the University of São Paulo, a master’s degree from the State University of Campinas – UNICAMP and an MBA from Scuola Superiore Enrico Mattei, Milan, Italy. He was the director of Monetary Policy at the Central Bank of Brazil and professor at the Department of Economics at PUC-SP and FGV-SP. He has developed an extensive career in the financial market, serving as Chief Economist and Investment Director at Citibank, President of HSBC Investment Bank Brazil, Chief Operating Officer of HSBC Bank Brazil, Senior Executive of Strategic Planning at the HSBC Group in London and Regional Director of Latin America at HSBC. He is currently president of Fator Seguradora and a contributor to the newspaper O Estado de São Paulo.

Reinaldo Guerreiro Independent Member*

Mr. Guerreiro has been an independent member of our Board of Directors since January 2007. Mr. Guerreiro was also a member of our Audit Committee from January 2007 to May 2017 and was reappointed in May 2020. He holds a doctorate in Accounting and Controllership, a master’s degree in Accounting and Controllership and a bachelor’s degree in Accounting Sciences, all of them from the Business, Economics and Accounting School at the University of São Paulo (FEA-USP). As a professor of FEA-USP, he was Director and currently is the Deputy Head of the Accounting Department. As a Brazilian National Council for Scientific and Technological Development (CNPq) researcher, he has authored books in management accounting and has published various scientific articles in domestic and international magazines. He is currently President of Audit Committee of Petrobras Gás S.A. (Gaspetro). He is also a specialized consultant in financial management and has worked on various projects in the areas of financial management, costs, budget and IT in a variety of companies, such as Banco do Brasil, Caixa Econômica Federal, Previ, Correios and for the São Paulo state government.

Walter Luis Bernades Albertoni Independent Member*

Mr. Abertoni has been an independent member of our board of directors since April 2020. He holds an undergraduate degree in Law from the Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo-PUCSP), with a graduate diploma in corporate and tax law from INSPER and civil procedural law from PUC-SP. Mr. Albertoni has more than 25 years of experience as a legal practitioner, with an emphasis on corporate, civil, civil procedural, tax and commercial law, as well as contracts analysis and drafting. He also has 12 years of experienced as an outsourced legal officer at Association of Capital Market Investors – AMEC, acting in the institutional defense of the rights and interests of shareholders not participating in control blocks from 2006 to present date, and acts as a board member of Banco Bradesco S.A. since 2020, member of the Board of Directors of Companhia Energética de Brasília – CEB S.A since 2019, fiscal council member of Banco Bradesco S.A. from 2017 to 2020, Fiscal Council member of Indústrias Romi S.A. from 2017 to 2020, member of the Audit Committee of Dataprev S.A. since 2018, alternate member of the Board of Directors of Mahle Metal Leve S.A. since 2017 , Fiscal Council Member of Petrobrás elected by the preferred shareholders from 2013 to 2018, member of the Board of Directors of Paranapanema S.A. from 2016 to August 2017, alternate Fiscal Council Member of Ser Educacional S.A. since 2015, alternate Fiscal Council Member of SANEPAR S.A. since 2017, Fiscal Council Member of BRADESPAR S.A. in 2016, alternate Fiscal Council Member of MILLS S.A. in 2016, member of the Advisory Committee of the State-Owned Companies of B3 S.A. – Brasil, Bolsa, Balcão (as part of the Destaque de Estatais Program), alternate member of National Financial System Resource Council – CRSFN from 2011 to 2015, Consultant to the Merger and Acquisitions Committee from 2013 to 2017 and a member of Committee for Disclosure of Information to the Market-CODIM from 2007 to 2009.

Wilson Newton de Mello Neto Member

Mr. de Mello Neto has been a member of our Board of Directors since October 2019. He holds a bachelor’s degree in Law from the Pontifical Catholic University of São Paulo (Pontifícia Universidade Católica de São Paulo – PUC/SP). He has been the CEO of Investe São Paulo since April 2019. He was Vice-President of Corporate Affairs and General Secretary at Danone from May 2015 to March 2019; Director of Corporate Affairs at JBS S.A. from September 2014 to May 2015; Vice-President of Corporate Affairs at BRF S.A. from June 2010 to August 2013; Legal and New Business Director at Tishman Speyer Ltda. from March 2009 to May 2010; Vice-President of Corporate Affairs at Walmart Brasil Ltda. from March 2004 to April 2007; and partner at Machado, Meyer, Sendacz e Opice Advogados from June 1992 to February 2004 and from May 2007 to February 2009. Mr. de Mello Neto was also Vice-President of the Brazilian Supermarket Association (Associação Brasileira de Supermercados -ABRAS) from May 2004 to April 2007; member of the Executive Board of the Brazilian Association of Advertisers (Associação Brasileira de Anunciantes – ABA) from May 2015 to March 2019; and Chairman of the Board of Directors of the Brazilian Food Industry Association (Associação Brasileira da Indústria de Alimentos – ABIA) from March 2018 to March 2019.

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, one of them representing non-controlling shareholders, with a maximum of two consecutive renewals. The duties and functioning of this Committee are set out in the bylaws and in its internal charter.

Name Position
Cassiano Quevedo Rosas de Ávila Alternate

Mr. Ávila has been a member of our fiscal committee since April 2019. He holds a degree in Law from Sorocaba Law School (FADI), and a graduate degree in Public and State Law from Itu Law School (Faculdade de Direito de Itu – FADITU), a graduate degree in Administrative Law from the Pontifical University of São Paulo (Pontifícia Universidade Católica de São Paulo – PUC-SP) and a graduate degree in Environmental Law from Mackenzie Presbyterian University (Universidade Presbiteriana Mackenzie). He also holds a master’s degree in Management and Public Policies from the Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV). Mr. Ávila was advisor at SPTrans from 2002 to 2008 and at the São Paulo Housing and Urban Development Company – CDHU from 2008 to 2018. He was Director of Administration and Infrastructure at SPTrans in 2018 and Chief of Staff at the São Paulo State Housing Secretariat, where he also served as Secretary of the Public-Private Partnerships Group of the São Paulo Social Housing Agency – Casa Paulista from 2019 to 2020. Mr. Ávila is currently the Director of Traffic Education and Inspection at the São Paulo State Traffic Department (DETRAN-SP).

Edson Tomas de Lima Filho Member

Mr. Lima Filho has been a member of our fiscal committee since April 2020. He holds a bachelor’s degree in Economics from Mogi das Cruzes University (Universidade de Mogi das Cruzes) and a master’s degree in Public Administration from Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV). Currently, he is the President of the Municipal Authority for Urban Cleaning of the municipality of São Paulo (AMLURB) and an alternate Fiscal Councilor for Environmental Company of the State of São Paulo (CETESB). He was Chief Executive Officer of the Insurance Company of the State of São Paulo (COSESP) from 1999 to 2004 and Chairman of the Board of Directors from 1999 to 2004 and in 2018 for the same company. He held several positions in public sector entities: Chairman of the Board of Directors of São Paulo’s Road Development Company (Desenvolvimento Rodiviário S.A. – DERSA) from March 2015 to April 2018; member of the Board of Directors of Empresa Metropolitana de Transportes Urbanos (EMTU) from June 2007 to June 2010; member of the Board of Directors of Banco Nossa Caixa S.A. from 2001 to 2002; member of the Board of Directors of Environmental Company of the State of São Paulo (CETESB) from1999 to 2001, where he was also Director of Corporate Management from January 2007 to January 2011 and from January 2015 to December 2016. Mr. Lima Filho was also a member of the Advisory Board of Fundação Mario Covas between July 2001 and April 2002 and a member of the Board of Directors of the Brazilian Society of Sciences and Insurance from 1999 to 2001.

Ernesto Mascellani Neto Member

Mr. Mascellani Neto has been a member of our fiscal committee since September 2020. He holds a bachelor’s degree in International Relations from Fundação Armando Alvares Penteado – FAAP and a graduate degree in Public Managerial Skills from the São Paulo State University – UNESP. He is currently the Chief Executive Officer of the State Traffic Department of the São Paulo State – DETRAN-SP. Mr. Mascellani Neto was Special Project Supervisor at the São Paulo State Data Processing Company – Prodesp from 2019 to 2020, Housing Service Officer at the Urban Development and Housing Company – CDHU of São Paulo from 2015 to 2019, Coordinator of Technical, Technological and Vocational Education Department of Economic Development, Science, Technology and Innovation of the São Paulo State from 2013 to 2015, among other positions.

Fabio Bernacchi Maia Member

Mr. Maia has been a member of our fiscal committee since April 2020. He holds an MBA in Business Management from the Administration Institute Foundation of the University of São Paulo, an MBA in Public Management from Fundação Getúlio Vargas, and an undergraduate degree in Business Administration from São Judas Tadeu University. He began his career at Empresa Metropolitana de Transportes Urbanos de São Paulo – EMTU in 1994, where he held several positions until early 2016, such as Financial Controllership Manager and Administrative and Finance Director. Since 2016, he has served in the State Capital Defense Council (CODEC), where he was Executive Secretary from July 2017 to January 2019 and in the first three months of 2020. Currently, he is Deputy Executive Secretary of the State Capital Defense Council (CODEC). Mr. Maia has been a sitting member of the Fiscal Council of Empresa Metropolitana de Águas e Energia since 2017, and alternate member of the Fiscal Council of Companhia do Metropolitano de São Paulo – METRÔ since 2019. He was also a sitting member of the Fiscal Council of Companhia de Seguros do Estado de São Paulo from 2017 to 2018.

Humberto Macedo Puccinelli Alternate

Mr. Puccinelli holds a degree in Economics from the Pontificial University of São Paulo (Pontifícia Universidade Católica de São Paulo – PUC-SP). He worked at the Economy and Planning Secretariat State of São Paulo (Secretaria de Planejamento e Gestão do Estado de São Paulo) from 1985 to 1995, at the Health State Department as Assistant Secretary from 1995 to 1996, at the State Treasury from 1996 to 2002, and at the Economy and Planning Secretariat State of São Paulo as Assistant Secretary in 2003. He has been the Technical Assistant of the State Treasury since January 2004. He was a member of our fiscal committee from 2011 to 2020.

Maria Elvira Lopes Gimenez Member

Economist with specialization in Corporate Governance, with focus on performance of Fiscal Councils in Publicly Held Companies. She is currently a sitting member of the Fiscal Council of WLM Participações e Comercio de Máquinas e Veículos S.A. and Banco do Estado do Rio Grande do Sul S. A. , and alternate member at Bicicletas Monark S.A., Pettenatti Indústria Têxtil S.A., Tronox Pigmentos do Brasil S.A., Companhia de Ferro Ligas da Bahia – Ferbasa, Rossi Residencial S.A., and Eucatex S.A. Previously, she was a sitting member of the AES Tietê S.A., alternate member of the Companhia Providência Ind. e Com. S.A., Companhia de Saneamento do Estado de São Paulo/Sabesp, Whierlpool S.A., and Sao Martinho S.A.. She also worked at Solução Governança Corporativa e Consultoria Ltda/ Jorge Lepeltier Consultres Associados, between 2013 and 2019.

Massao Fábio Oya Alternate

Member of the Fiscal Council and independent member/accountant with specialization – MBA in Finance and Controllership Management, acting in Fiscal Councils and Senior Management of Publicly Held Companies, acting as a sitting member of the Fiscal Council of the following Companies: TIM Participações S.A. (Sep/11 to Jan/12 e Mar/12 to Apr/12), Companhia de Saneamento do Paraná – Sanepar (Apr/11 to Apr/12), Wetzel S.A. (Apr/11 to Apr/12), Bardella S.A – Indústrias Mecânicas (Apr/13 to Apr/15), General Shopping S.A. (Oct/12 to Apr/13), Companhia Providência Ind. e Comércio (Apr/14 to Mar/16), Companhia Paranaense de Energia – COPEL (Apr/15 to Apr/17 and Apr/10 a Apr/11), Companhia de Saneamento do Estado de São Paulo/ Sabesp (Apr/15 toApr/17 and Apr/13 to Apr/14), Pettenati Indústria Têxtil S.A. (Oct/14 to Oct/18), WLM Participações e Comércio de Máquinas e Veículos S.A. (Oct/11 to Apr/20), Whirlpool S.A. (Apr/18 a Jul/20), Eucatex S.A. – Indústria e Comércio (Jun/19 to Jul/20 and from Apr/15 to Apr/16), São Martinho S.A. ( Jul/17 to Jul/20) and Banrisul – Banco do Estado do Rio Grande do Sul S.A. (Apr/17 to Feb/21). He is currently a member of the fiscal council of the following Companies: Companhia de Ferro Ligas da Bahia – Ferbasa (since Abr/17), Rossi Residencial S.A. (since Apr/17), Tronox Pigmentos do Brasil S.A. (since Apr/13) and Bicicletas Monark S.A. (since Apr/15), acting also as an alternate member of the Fiscal Council: Schulz S.A. (since Apr/17), General Shopping S.A. (since Apr/19), Tupy S.A. (since May/20) and Mahle Metal Leve S.A. (since May/20).

Nanci Cortazzo Mendes Galuzio Alternate

Ms. Galuzio has been a member of our fiscal committee since April 2019. Ms. Galuzio holds a bachelor’s degree in Law from Pontifical University of São Paulo (Pontifícia Universidade Católica de São Paulo – PUC-SP), and a postgraduate degree in Business Law and Business Management Information Systems from the same institution. She also graduated from George Washington University. Currently, she is the Administrative and Financial Director at the Fundação Florestal of the Infrastructure and Environment Secretariat of the São Paulo state government. Previously, she worked as Corporate Management Director of Companhia Paulistana de Securitização from 2011 to 2013 and Legal Manager at Emplasa S.A. from 2003 to 2011. She was a member of the Board of Directors of EMAE from 2014 to 2017 and a member of the Board of Directors of CPOS and of Desenvolve SP, both from 2018 to 2019.

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.

Name Position
Eduardo de Freitas Teixeira Coordinator

Mr. Teixeira has been an independent member of our Board of Directors since April 2020 and a member of our Audit Committee since May 2020. He holds a master’s degree in Economics from the Federal University of Rio de Janeiro and an undergraduate degree in Economics from the same institution. He is currently also a member of the Board of Directors of Empresa Metropolitana de Águas e Energia (EMAE) and of its Audit Committee. Mr. Teixeira began his career at the Central of Bank in 1977, remaining in that institution until 1998. In 1991, he founded the consulting firm Creta Planejamento, in which he continues to work. Also in the private sector, he was Chief Financial Officer and member of the Board of Directors of HRT Participações (currently PetroRio) from 2009 to 2012 and member of the Board of Directors of Viracopos Airport from 2015 to 2018. In the public sector, Mr. Teixeira served as Deputy Secretary for Economic Affairs of the Ministry of Finance from 1985 to 1988, member of the Fiscal Council of Banco do Brasil from 1987 to 1989 and the Brazilian Federal Savings Bank (Caixa Econômica Federal) from 1986 to 1988, Executive Secretary of the Ministry of Economy in 1990, Chairman of the Board of Directors and CEO of Petrobrás from 1990 to 1991, Chairman of the Board of Directors of Banco do Brasil in 1990, Minister of State for Infrastructure and member of the National Monetary Council in 1991. In addition, member of the Board of Directors of Itaipú Binacional from 1990 to 1991.

Francisco Vidal Luna Member

Mr. Luna has been an independent member of our board of directors since April 2013. Mr. Luna was also a member of our Audit Committee from April 2013 to September 2016 and was reappointed in May 2020. He has a doctorate in Economics from the Business, Economics and Accounting School at the University of São Paulo (Universidade de São Paulo – USP) and is a retired professor of the same university. He was member of the Board of Directors of BNDES. In the public sector, he has served as the Secretary of Planning for the state and city of São Paulo. He has also worked at the Treasury Department for the State of São Paulo and the Federal Planning Bureau, among other roles. In the private sector, he was the Executive Chairman of Banco Inter American Express S.A. He is currently a member of the Audit Committee of Desenvolve SP, member of the Audit Committee of the Petrobrás Conglomerate, a member of the Board of Trustees of the Fundação Faculdade de Medicina – FFM and a member of the Board of Trustees of FIPE – Fundação Instituto de Pesquisas Econômicas.

Reinaldo Guerreiro Finance Specialist

Mr. Guerreiro has been an independent member of our Board of Directors since January 2007. Mr. Guerreiro was also a member of our Audit Committee from January 2007 to May 2017 and was reappointed in May 2020. He holds a doctorate in Accounting and Controllership, a master’s degree in Accounting and Controllership and a bachelor’s degree in Accounting Sciences, all of them from the Business, Economics and Accounting School at the University of São Paulo (FEA-USP). As a professor of FEA-USP, he was Director and currently is the Deputy Head of the Accounting Department. As a Brazilian National Council for Scientific and Technological Development (CNPq) researcher, he has authored books in management accounting and has published various scientific articles in domestic and international magazines. He is currently President of Audit Committee of Petrobras Gás S.A. (Gaspetro). He is also a specialized consultant in financial management and has worked on various projects in the areas of financial management, costs, budget and IT in a variety of companies, such as Banco do Brasil, Caixa Econômica Federal, Previ, Correios and for the São Paulo state government.

Executive Board

Comprises six members with a unified two-year term, with a maximum of three consecutive renewals. The Officers are elected by the Board of Directors, one of them being appointed Chief Executive Officer. The Chief Executive Officer shall be a member of the Board of Directors while holding the position of CEO, but he/she is not allowed to occupy the position of Chairman of the Board of Directors. The duties and functioning of the Executive Board are set out in the bylaws and in its internal charter.

Name Position
Benedito Pinto Ferreira Braga Junior Chief Executive Officer

Mr. Braga has been our Chief Executive Officer and a member of our Board of Directors since January 2019. He has a degree in Civil Engineering from the School of Engineering of São Carlos of the University of São Paulo (Escola de Engenharia de São Carlos da Universidade de São Paulo – USP), a master’s degree in Hydrology from Stanford University, a master’s degree in Hydraulics from USP and a PhD in Water Resources from Stanford University. He was Secretary of Sanitation and Water Resources of the State of São Paulo from January 2015 to May 2018 and was the Chairman of our Board of Directors from January 2015 to April 2018. Mr. Braga was a professor at the Polytechnic School of University of São Paulo from 1980 to 2019. He was Co-Chairman of the International Organizing Committee of the World Water Forum in Brasilia (2018), in Korea (2015) and Chairman of the Committee in France (2012). He is Honorary President of the World Water Council – WWC, of which he was the President from 2012 to 2018. Mr. Braga was also the President of the Intergovernmental Council of UNESCO’s International Hydrological Program from 2008 to 2009, President of the International Water Resources Association – IWRA, from 1998 to 2000, as well as, Director of the National Water Agency from 2001 to 2009.

Adriano Candido Stringhini Corporate Management Officer

Mr. Stringhini has been our Corporate Management Officer since January 2019. He is also the current Governor (Board of Governors) of the World Water Council for the 2019-2021 triennium, he is a member of the Board of Directors of IMESP – Imprensa Oficial do Estado de São Paulo, was elected as Vice-Chairman of the Board of Aberje – Associação Brasileira de Comunicação Empresarial in 2020 and he is a member of LIDE – Grupo de Líderes Empresariais. He has a master’s degree in Law from the Law School of University of São Paulo (Faculdade de Direito da Universidade de São Paulo – USP). He has a degree in Law from USP and he is specialist in Organizational Strategic Communication and Public Relations from School of Communications and Arts of USP (Escola de Comunicações e Artes – ECA-USP). He holds Executive Certificate from Harvard Kennedy School (PPP, Regulation and Adaptative Leadership) and an certificate of Digital Transformation and Digital Disruption by Cambridge University and by IMD Business School. He was our Head of Communication from April 2009 to January 2019 and Head of Legal Affairs from 2007 to 2009. He was the Head Lawyer of Funding Authority for Studies and Projects (Financiadora de Estudos e Projetos – Finep-SP) of the Ministry of Science and Technology (Ministério da Ciência e Tecnologia) from 2002 to 2007. He was advisor to the Chief Executive Officer of the Administrative Council for Economic Defense (Conselho Administrativo de Defesa Econômica – CADE) between 1999 and 2001. He was a professor in undergraduate and graduate courses of several institutions, among them: Fundação Getúlio Vargas – FGV, Mackenzie University and School of Law of the Lawyers of São Paulo Institute (Escola Paulista de Advocacia do Instituto dos Advogados de São Paulo – IASP).

Alceu Segamarchi Junior Technology, Enterprises and Environment Officer

Mr. Segamarchi has been our Technology, Enterprises and Environment Officer since February 2020. He holds a degree in Civil Engineering from the Pontifical Catholic University of Campinas (Pontifícia Universidade Católica de Campinas – PUC Campinas) an university extension in Public Administration from the Getúlio Vargas Foundation (Fundação Getúlio Vargas – FGV), and a diploma from the Privatization and Infrastructure Program from Harvard University. He was Superintendent at the Department of Water and Electricity of the State of São Paulo (Departamento de Águas e Energia Elétrica do Estado de São Paulo – DAEE), from February 2019 to February 2020 and from March 2011 to January 2015. Mr. Segamarchi was also Nacional Secretary of Environmental Sanitation of the Ministry of Cities (Saneamento Ambiental do Ministério das Cidades) from May 2016 to April 2017, and worked in the municipality of Sorocaba from April 2017 to December 2018 as Secretary of Sanitation. He also held several leadership positions at Companhia Paulista de Trens Metropolitanos – CPTM from 1996 to 2009 and worked at Ferrovia Paulista S.A. – Fepasa until 1996, where he began his career in 1980.

Monica Ferreira do Amaral Porto Regional Systems Officer

Ms. Porto has been our Regional Systems Officer since September 2020. She holds a bachelor’s degree in Civil Engineering from the University of São Paulo – USP, a master’s degree and a doctorate in Hydraulic Engineering, and Habilitation in Environmental Engineering from the same institution. She has worked as a professor at the Hydraulic and Environmental Engineering Department of USP since 1984, and has worked as a Principal Professor of this department since 2005, and as Senior Professor since August 2019. She was also advisor to our Presidency from September 2019 to September 2020 and a member of our Board of Directors from March to September 2019. Ms. Porto was assistant secretary of the Secretariat of Sanitation and Water Resources – SSRH from January 2015 to March 2018. She is currently a member of the Management Council of the Secretariat of Infrastructure and Environment of the State of São Paulo since January 2019 and member of the Management Council of the Secretariat of Infrastructure and Urbanism of the Municipality of São Paulo since January 2017. Ms. Porto was also president of the Integration Committee of the Paraíba do Sul River basin between 2016 and 2018, representing SSRH. She served as chairwoman of the Board of Trustees of the Hydraulic Technology Center Foundation between 2018 and 2019, and between 2008 and 2014 she acted as Chief Executive Officer of the abovementioned Foundation. She was also an alternate member of the Board of Governors at the World Water Council Board, as a delegate of USP from 2013 to 2018. Between 1998 and 2014, she was a member of several international entities in the area of water resources such as: Advisory Committee for the World Water Quality Assessment, United Nations Environment Program, Stockholm Water Prize Committee, among others. She was also chairwoman of the Brazilian Water Resources Association from 1996 to 1997.

Osvaldo Garcia Chief Financial Officer and Investor Relations Officer

Mr. Garcia has been our Chief Financial Officer and Investor Relations Officer since July 2021. Mr. Garcia holds a bachelor’s degree in Civil Engineering from Faculdade de Engenharia of Universidade Federal de Juiz de Fora. He has been Chairman of the Board of Directors of Metrô São Paulo since 2019. He was Chief Executive Officer of Caixa Participações S/A (from September, 2016 to January, 2019), Advisor to the CEO in Caixa Econômica Federal for strategic affairs (from June, 2016 to September, 2016), Nacional Secretary for Water Infrastructure at Ministry of National Integration (from January, 2015 to May, 2016). National Secretary for Environmental Sanitation of the Ministry of Cities (from June, 2012 to January, 2015). Vice President of Housing at the São Paulo Association of Public Works Entrepreneurs – APEOP (from December, 2007 to May, 2012). Technical Director, Construction Coordinator and Production Engineer at Múltipla Engenharia Ltda (from January, 1988 to May, 2012). He participated in several study groups, commissions and representations, including: Member of the Board of Directors of Banco Pan (2018 to 2019), Caixa Imóveis (2017-2019), Caixa Participações S/A (2016 to 2019) , Titular Board Member of the Hydrographic Basins Committee of the Piracicaba, Capivari and Jundiaí Rivers (2015-2016), President of the Management Committee of Interáguas Program (2014-2016), Representative of SNSA/MCidades in the World Water Council (2012-2014) and Titular Board Member of National Water Resources Council (2015-2016) and of the Cities Council (2012-2014).

Ricardo Daruiz Borsari Metropolitan Officer

Mr. Borsari has been our Metropolitan Region Officer since September 2020. He has a degree in Civil Engineering and a master’s degree in Civil Engineering from the Polytechnic School of University of São Paulo (Escola Politécnica da Universidade de São Paulo – USP). He was Secretary of Sanitation and Water Resources of the State of São Paulo from May to December 2018. He worked in several positions at the DAEE, among them: Engineer since 1978, Executive Officer from January 2015 to May 2018 and from June 2001 to February 2007, Executive Officer of Engineering and Construction Works from August 2010 to October 2011, Executive Officer of the Technology Center of Hydraulic and Water Resources from July 2008 to October 2011. He was Executive Secretary of the Alto Tietê River Basin Committee from 2001 to 2005 and from 2017 to 2018 and Chief Executive Officer and member of the Board of Directors of Metropolitan Water and Energy Company (Empresa Metropolitana de Águas e Energia – EMAE) from 2011 to 2015. He was a member of the Board of Directors of Companhia Energética de São Paulo – CESP between April 2015 and May 2018. Mr. Borsari was a professor at several institutions, including: School of Engineering of Mackenzie University from 1979 to 1980, School of Engineering of Fundação Armando Álvares Penteado – FAAP from 1982 to 1986, Polytechnic School of USP from 1989 to 2004, and Pontifical University Catholic of São Paulo – PUCSP, from 1997 to 2001.

Eligibility and Advisory Committee

Created in April 2018 by means of a statutory provision, comprises three members elected at the shareholders’ meeting without a fixed term of office. This Committee is responsible for overseeing the process of appointment and evaluation of members of the board of directors and of the fiscal council, as per the statutory provision, and in compliance with Article 10 of Federal Law 13303/2016 (State-Owned Companies Law). The internal charter of the committee shall be approved by the Board of Directors.

Name Position
Fábio Aurélio Aguilera Mendes Member

Mr. Mendes holds a Bachelor’s degree in Law from Faculdade de Direto de Itu. He is currently the Coordinator of Administration, Contracts and Agreements of the Department of Infrastructure and Environment and a member of Câmara de Compensação Ambiental [environmental clearinghouse] of the state of São Paulo. He was a technical advisor for Companhia Ambiental do Estado de São Paulo – CETESB between September 2015 and March 2019. He was a cabinet technical advisor at the State Environmental Department between June and September 2015. He held several positions as technical assistant in the São Paulo State Government between May 2007 and June 2015. He worked for the Development Foundation at São Paulo State University – UNESP as an administrative assistant between December 2006 and May 2007.

Laura Diaz Montiel Member

Ms. Montiel is a lawyer graduated from Universidade Ibirapuera – UNIB and holds a postgraduate degree in public service concessions from Universidade do Rio de Janeiro. Since January 2019 she has been working as an advisor to Companhia Ambiental do Estado de São Paulo – CETESB. She worked in the advisory office of Secretaria Municipal das Subprefeituras da Prefeitura de São Paulo [Municipal department of the sub-prefectures and city hall of São Paulo] – SMSUB between April 2018 and January 2019. She worked at Secretaria de Infraestrutura Urbana e Obras da Prefeitura de São Paulo [Department of urban infrastructure and public works of the city hall of São Paulo] – SIURB as coordinator of technical and legal advisory services between April 2013 and April 2018 and as legal advisor between November 2010 and April 2013. She worked as a legal advisor at Coordenadoria Geral de Licitações [General bid coordination department] – COGEL of the city hall of São Paulo, between May 2009 and April 2010. She was assistant manager at Serviço Nacional de Aprendizagem Comercial [National business education department] – Senac between April 2008 and April 2009. She worked in management support at Telefônica between June 2007 and April 2008. She worked as legal counsel for Departamento de Controle de Uso de Vias Públicas [Department of control of public road use] – CONVIAS at Secretaria Municipal de Infraestrutura Urbana e Obras da Prefeitura de São Paulo [Municipal department of urban infrastructure and public works of the city of São Paulo]- SIURB between February 2002 and June 2007. She worked in the legal department of the Cabinet of the Municipal Department of Public Roads of the City Hall of São Paulo between November 1997 and January 2001. She has been a professor in the MBA Government Procurement Management program at Universidade Paulista – UNIP since 2011. She was a professor of Public Law in the Telecommunications Law Specialization course at Universidade do Rio de Janeiro – IPEJUR between 2007 and 2008.

Paula Cristina Nassif Elias de Lima Member

Ms. Lima is a business administrator and graduated from the School of Economics, Accounting and Administrative Sciences at Mackenzie University and is a lawyer and holds a degree from Faculdades Metropolitanas Unidas. She has been with Companhia Ambiental do Estado de São Paulo – CETESB since December 1988, serving as an assistant to the executive board between December 1988 and May 2008, director of the human resources department of the Environmental Department between May 2008 and January 2016, in CETESB´s human resources management department between January and July 2016, director of the human resources department of the Environmental Department (now the Department of Infrastructure and Environment) since July 2016. She is currently the Director of the Human Resources Department of the Department of Infrastructure and Environment where she has held this position since July 2016.

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).

Risk and Compliance Management

Area linked to the Chief Executive Officer 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 Risk Management and Compliance 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 Item 5.3 of 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 “Item 13” of 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.