The Executive Officers is a collegiate body, consisting of one (1) Chief Executive Officer and six (6) executive officers: Chief Regulated Operations Officer; Chief Market Operations Officer; Chief Legal and Institutional Relations Officer; Chief Business Development Officer; Chief Financial and Investor Relations Officer; and Chief Planning and Business Management Officer.
The Executive Officers is elected by the Board of Directors for a unified term of two (2) years, with the possibility of reelection.
The Chief Executive Officer is elected by a qualified majority of the Board of Directors from among the names indicated by the Human Resources Management Committee.
The Executive Officers are elected by a simple majority of the Board of Directors from among the names submitted by the Chief Executive Officer in order to enable cohesive executive management of the Company and its subsidiaries.
To ensure transparency in the selection process of Executive Officers, nobody is indicated by controlling shareholders.
The Executive Officers consists of professionals identified in the succession process of the Company or recruited from the market from those who have delivered outstanding performance in their respective fields.
All Executive Officers are senior executives with vast experience and outstanding performance in their respective fields.
The definition of targets and performance appraisal of Executive Officers, as well as the succession plan of the Company is monitored by the Human Resources Management Committee.
The Executive Officers takes all the measures required for the normal functioning of the Company and for executing the strategies defined by the Board of Directors. Decisions are taken by majority vote.
Individual duties and responsibilities of the Executive Officers are defined in the Bylaws of the Company.
The Executive Officers regularly meets when convened by the Chief Executive Officer and all the matters submitted for deliberation and/or recommendation for vote by the Board of Directors of CPFL Energia and the direct or indirect subsidiaries, companies under shared control and affiliated companies must first be examined by a meeting of the Executive Officers.
Without prejudice to the voting recommendation by the Board of Directors for matters envisaged in item 6.8, sub-item b (i) to (xxiii) of these Guidelines, the Executive Officers will define the voting recommendation for the executive(s) indicated to the management body - Board of Directors or Executive Officers – of direct or indirect subsidiaries, companies under shared control and affiliated companies – on deliberations regarding the following matters:
(i) Contracting of loans or assumption of debt,
(ii) Acquisition, sale or encumbrance of any fixed asset,
(iii) Signing of agreements for the purchase / sale of goods and services or agreements of any kind, even if these refer to expenses included in the annual budget or in the five-year business plan,
(iv) Signing of agreements for the purchase / sale of goods and services, or agreements of any nature, that involve their shareholders or persons controlled by them or affiliated or related to them, directly or indirectly, and
(v) Constitution of any type of guarantee that involves or does not involve fixed assets, in transactions related to their interests and activities and/or those of subsidiaries.
The compensation of the Executive Officers is fixed by the Annual Shareholders Meeting as proposed by the Board of Directors. The proposal is prepared based on a market survey conducted by a specialized company and submitted to the Human Resources Management Committee for approval.
The compensation of the Executive Officers consists of monthly fees plus variable compensation fixed according to the criteria defined in the short- and long-term incentive plans.
Executive Officers of Subsidiaries, Companies under Shared Control and Affiliated Companies
The Executive Officers of direct or indirect subsidiaries, companies under shared control and affiliated companies consists of executives of the Company and/or professionals selected from the market, indicated by the Chief Executive Officer, according to their respective structures and operating segments.