Governance

How is our Governance?

We have a strong commitment to the highest corporate governance standards, to foster the alignment of the interests of minority shareholders, the controlling shareholder and the Company’s management, preserving and optimizing its long-term economic value. We have strengthened our governance, voluntarily going beyond standards required, with our organizational strategy in line with the G20/OECD Principles of Corporate Governance. Our shares (SRNA3) are traded on the Novo Mercado – B3.

Governance Structure

Our Governance structure is formed by the Executive Officers, two boards (Board of Directors and Fiscal Council), one committee (Audit and Risk) and the Shareholders’ Meeting.

Board of Directors
José Carlos Reis de Magalhães Neto
Chairman
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Magalhaes is the founder, Investment Director and CEO of Tarpon Investimentos and responsible for Tarpon’s fund management. He is currently a member of the Board of Directors of Tarpon and has served as a member of the Board of Directors of BRF S.A., and as the Chairman of the Board of Directors of Somos Educação S.A. Prior to founding Tarpon, Mr. Magalhães worked as a portfolio manager at Banco Patrimônio/Salomon Brothers, as an associate at JP Morgan/Chase and as an analyst at GP Investments. He was also managing partner of new businesses at Grupo Semco. José Carlos majored in business administration from Fundação Getúlio Vargas (FGV), in São Paulo.
Roberto da Cunha Castello Branco
Vice-Chairman (Independent member)
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Castello Branco is an economist who holds a Ph.D. from Fundação Getúlio Vargas (FGV - EPGE) and a postdoctoral degree from the University of Chicago. He is an affiliated professor at EPGE (FGV) and act as director of the center for Studies in Economic Growth and Development at FGV. He was CEO of Petrobras between 2019 and 2021, director of Vale S.A., director of the Central Bank of Brazil and director of other banks such as Banco Boavista and Banco InterAtlântico. He is currently a member of the Board of Directors of Vale S.A. and a member of the Board of Director of Petrobras, GRU Airport and Invepar, as well as board of Abrasca, director of the American Chamber of Commerce (Rio de Janeiro) and member of the Board of Directors of the IBEF and Board of Trustees of FGV. He was also president of the Brazilian Institute of Investor Relations (IBRE), executive president of IBMEC and vice president of the Brazil-Canada Chamber of Commerce.
Antonio Augusto Torres de Bastos Filho
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Bastos has been involved in new ventures in several sectors such as energy, media and the internet. He is Serena´s founder and the CEO. Mr. Bastos has accumulated more than fifteen (15) years of experience with finance and investment analysis. He graduated in Business Administration from FGV-EAESP (School of Business Administration of Fundação Getúlio Vargas) in 1999, and holds an MBA from the F. W. Olin Graduate School of Business (Babson College) in 2006.
Michael Ray Kern Harrington
Effective Member
End of Term:
Until the Ordinary General Assembly of 2024
Actis partner since 2016, Head of Americas since 2019 and Head of Strategy acting on the energy infrastructure sector since 2021, mr. Michael holds and MBA with distinction from the London Business School, had a scholarship in the Fullbright program in Mexico and has a Major in Finances from the University of Texas at Austin. Also acted as a member of the Administration Council at GME, Energuate, Atlas Renewable, Zuma and Saavi Energia. Member of the Executive Comitee as Head of Strategy at Actis.
Eduardo Silveira Mufarej
Effective Member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Mufarej built his entrepreneurial career in the financial market na in the education sector. He was an executive and served on the board of directors of major Brazilian companies such as Tarpon Investimentos, Arezzo, BRF and Somos Educação. He is also founder of Renova BR, co-founder of Alicerce Educação, president of the Brazilian Rugby Confederation Council and member of the boards of Tembici and Yale Business School.
Pedro de Andrade Faria
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Pedro is founder and manager of Kamaroopin, an asset management focused on private investments with high growth equity. He was one of the founders of Tarpon Investimentos and was responsible for creating Tarpon's Private Equity area in 2006 and held the position of president between December 2012 and August 2013. He also served as president of international operations area and, later, global president of BRF. He is currently chairman of the Board of Directors of Petlove, Consorciei and Zenklub. Previously, he served as a member of the Board of Directors of Arezzo, AGV Logística, BRF, Serena Energia, Cremer and Cia Acqua. Between 2006 and 2010, he served as CFO and Investor Relations Officer at BrasilAgro. Mr. Pedro graduated in Business Administration at Fundação Getúlio Vargas - São Paulo (FGV-SP), having obtained an MBA from the University of Chicago in 2002.
Nicolas Escallon Cano
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Actis partner acting on the energy infrastructure sector since 2021, and previously having occupied the Director, Principal and Associate positions, mr. Nicolas has a graduate degree in Economy from the University of Los Andes (Colombia) and an MBA from the Wharton School of the University of Pennsylvania.
Eduardo de Toledo
Independent Member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Toledo held several executive positions, including Chairman of the Board of Directors of Odontoprev, Vice President of Corporate Management of CCR Group and CFO of Klabin S.A. He holds a bachelor degree in Production Engineering from the Escola Politécnica da Universidade de São Paulo (USP) and in Economics from Faculdade de Economia e Administração (USP). He also attended the "IEP - International Executive Program" course of INSEAD, France.
Gustavo Rocha Gattass
Independent member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Gattass is an economist graduated by PUC-RIO. He was a partner responsible for the equity research team and responsible for Latin American oil and gas coverage at BTG Pactual. Previously, he served as the analyst responsible for the coverage of the oil and gas, electricity and sanitation sectors at UBS and as an assistant analyst for these sectors at UBS and ICATU. He is also a member of the Board of Directors of Companhia de Saneamento de Minas Gerais (Copasa – MG).
Executive Board
Antonio Augusto Torres de Bastos Filho
Serena Energia’s Chief Executive Officer
End of Term:
01/31/2025
Mr. Bastos has been involved in new ventures in several sectors such as energy, media and the internet. He is Serena´s founder and the CEO. Mr. Bastos has accumulated more than fifteen (15) years of experience with finance and investment analysis. He graduated in Business Administration from FGV-EAESP (School of Business Administration of Fundação Getúlio Vargas) in 1999, and holds an MBA from the F. W. Olin Graduate School of Business (Babson College) in 2006.
Andrea Sztajn
Chief Financial Officer
End of Term:
01/31/2025
CFO of Serena Energia, Ms. Andrea Sztajn joined the Company in 2014 as head of M&A and Investments; being responsible for Serena’s acquisitions and funding activities, including, Company’s IPO in 2017. Before joining Serena, Ms. Andrea accumulated more than 14 years of experience in investment banking, in positions in São Paulo and New York, including UBS, UBS Pactual, Credit Suisse and Citibank. Ms. Sztajn holds a bachelor’s degree in business administration from Fundação Getúlio Vargas - FGV.
Thiago Levy
Investor Relations Officer
End of Term:
01/31/2025
Mr. Thiago Levy has an extensive experience with capital markets, investor relations and mergers and acquisitions transactions, having worked in large investment banks, such as BTG Pactual and Morgan Stanley, as well as in Ambev, where, among other mandates, lead the Investor Relations and M&A departments. Besides being the Investor Relations director, Mr. Levy will also be responsible for all the fronts related to Serena’s acquisitions and new investments
Alexandre Tadao Amoroso Suguita
Chief Legal Officer
End of Term:
01/31/2025
Mr. Alexandre Suguita joined as director of Serena Energia S.A. in 2022. Previously, he worked as a lawyer and, between 2007 and 2019, he worked at Tarpon Investimentos S.A., having acted as managing partner responsible for the legal and operations areas. Between 2003 and 2007, he worked at Machado, Meyer, Sendacz and Opice Advogados in the areas of banking, corporate and capital markets law. He served as member of the board of directors of Serena Geração S.A. and Cremer S.A. Mr. Alexandre holds a Bachelor's Degree in Law from the Law School of Largo São Francisco, University of São Paulo (USP).
Audit and Risk Committee
Eduardo de Toledo
Independent member and committee coordinator
End of Term:
09/22/2025
Mr. Toledo held several executive positions, including Chairman of the Board of Directors of Odontoprev, Vice President of Corporate Management of CCR Group and CFO of Klabin S.A. He holds a bachelor degree in Production Engineering from the Escola Politécnica da Universidade de São Paulo (USP) and in Economics from Faculdade de Economia e Administração (USP). He also attended the "IEP - International Executive Program" course of INSEAD, France.
Flavio Cesar Maia Luz
Independent member
End of Term:
09/22/2025
Mr. Flavio Luz is currently the Managing Partner of Doing Business Consultoria Empresarial Ltda., a company that operates in the areas of Corporate Governance and Finance, and Fiscal Councilor of Linx SA and Coordinator of the Audit and Risk Committee of Ultrapar SA. Mr. Flavio already served in several executive positions, including board member of Marcopolo SA, Zen Indústria Metalúrgica SA and Singia S.A., as well as Fiscal Councilor of Cteep (Companhia de Transmissão de Energia Eletrica), Duratex SA, Itaúsa SA and Ultrapar SA. Mr. Luz holds a Civil Engineering degree from Escola Politécnica (USP), and specializations in Business Administration and Applied Economics from Fundação Getúlio Vargas, Marketing Strategy from Stanford University, Negotiation from California University and Mergers and Acquisitions from Wharton Business School.
Walter Iorio
Independent member
End of Term:
09/22/2025
Mr. Iorio is a former partner of KPMG Brasil, being responsible for auditing financial institutions, insurance companies and private pension entities. Walter majored in Accounting from Faculdade de Ciências Econômicas de São Paulo, Fundação Álvares Penteado (1969). He is a member of the Working Group of specialists in financial institutions of the Institute of Independent Auditors of Brazil (IBRACON). In such group, he participates in the preparation of guidelines on accounting and auditing procedures, in conjunction with the Central Bank of Brazil. He was a member of the Audit Committee of Sul América SA from 2007 to 2014. He was the Chairman of the Audit Committee of HDI Seguros S/A. (with a predominant role in auto insurance; a subsidiary of Talanx International AG, Hannover, Germany) from March 2010 to March 2015.
Fiscal Council
Marcos Braga
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Was Director-President of HSM do Brasil, a leading company in the supply of management know-how. He worked for over 15 years in leadership positions in the financial and controlling areas of Itautec (Itaúsa Group) and HSM itself. He was later Lead Director of Deloitte's Education Business and member of the Steering Committee of Deloitte's Corporate University. He joined the Advisory Board and served as CEO of the Brazilian Society of Neurolinguistic Programming. He was also a member of the Entrepreneurs Committee for the promotion of Innovation of the Government of the State of Minas Gerais, invited by Dom Cabral Foundation and Amcham MG. Since 2014, he is a partner at Stratica Consultoria em Gestão, and works as a consultant specializing in the areas of strategic planning and leadership development, as well as a board member, mentor, facilitator of leadership programs, and speaker. With more than 20 years of experience in the area of executive education, he is a board member certified by the Brazilian Institute of Corporate Governance - IBGC, and is a certified practitioner of the LIFO® Method of personality styles. Marcos is a Business Administrator graduated from the School of Economics and Administration of the University of São Paulo - FEA/USP and has attended postgraduate programs in business and administration at ESSEC Business School, in France, and at FEA/USP, in addition to several short term programs. Marcos is also the author of several articles on business management, highlighting "Company Purpose, Value, and Purpose", published by Harvard Business Review Brasil in its online version (February 2017), and "The Essence of Leadership", by MIT Sloan Management Review X-tended (April 2021).
Ricardo Scalzo
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Mr. Ricardo Scalzo is a certified member of the Brazilian Institute of Corporate Governance (IBGC) since October 2019. Currently participates in the Fiscal Council of several companies, such as Tecnisa S.A., Kroton Educacional S.A., Maringá Mineração S.A., São Carlos Participações S.A. and Gol Linhas Aéreas Inteligentes S.A. Additionally, Mr. Scalzo holds a degree in Physics from the Federal University of Rio de Janeiro - UFRJ.
Bruno Meirelles Salotti
Effective member
End of Term:
Until the Ordinary General Assembly of 2024
Member of the Fiscal Council of Grupo Via Varejo and Fundação Bunge, Mr. Bruno Salotti serves as a member of the IAAER SAC Consult Committee and a member of the CFC Working Group as well as participates in the Coordination of the International Accounting Laboratory at FEA / USP. In addition, he is an associate member of the Brazilian Institute of Finance Executives / RJ. Finally, Mr. Salotti is a PhD Professor at Faculdade de Economia, Administração e Contabilidade (USP) since 2006.

Shareholding Composition

Shareholders Number of Shares¹ % of capital
Tarpon Gestora de Recursos S.A. 119,229,997 19.15%
Lambda² 77,771,887 12.49%
Alpha Brazil FIP Multiestratégia (Actis LLP)³ 166,986,292 26.82%
Subtotal Shareholders of Reference 363,988,176 58.45%
Sharp Capital Gestora de Recursos Ltda.⁴ 31,153,604 5.00%
Others Shareholders 227.556.166 36.54%
Treasury Shares 32,610 0.01%
Total shares 622,730,556 100.00%

¹ Considers financial instruments as disclosed in ICVM Form 358.

² Considers shares held by Lambda3 FIA and the entities Lambda Energia S.A., Lambda II Energia S.A., Lambda III Energia S.A.

³ Actis is part of a Shareholders Agreement with the controlling shareholders. To learn more, please access the document by clicking here.

⁴ Considers shareholders with 5% or more of a class of shares.

 

 

Societal Structure

We are a holding company that operates, through our subsidiaries, in the development, implementation and operation of renewable energy assets, as well as in the commercialization of electrical energy.

See the organization chart

Bylaws, Policies and Codes

If you have any questions, feel free to contact the IR team

ri@srna.co
+55 11 3254-9810