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 2025
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.
Antonio Augusto Torres de Bastos Filho
Effective member
End of Term:
Until the Ordinary General Assembly of 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.
Michael Ray Kern Harrington
Effective Member
End of Term:
Until the Ordinary General Assembly of 2025
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 2025
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.
Fernando Shayer
Effective member
End of Term:
Until the Ordinary General Assembly of 2025
Founder, board member and CEO of Camino Education. Previously, he was chairman, CEO and vice-chairman of Somos Educação, managing partner and member of the investment team at Tarpon Investimentos, and partner in the corporate and capital markets area at Machado, Meyer, Sendacz e Opice Advogados, as well as international lawyer at Skadden, Arps, Slate, Meagher & Flom in New York. He was an advisor to Tarpon Investimentos, Serena Energia, Morena Rosa and AGV Logística. He is a doctoral candidate in Education at Johns Hopkins University, has a master's degree in Technology applied to Education from Columbia University, a master's degree in Law from Columbia University, a specialization in Business Administration from the Massachusetts Institute of Technology, and a bachelor's degree in Law from the Pontifical Catholic University of São Paulo and in Economics from the University of São Paulo. He sits on the board of directors and executive committee of third sector associations focused on education, including the Lemann Foundation's Nova Escola Association, the PROA Institute, SempreFEA and Parceiros da Educação.
Nicolas Escallon Cano
Vice-President
End of Term:
Until the Ordinary General Assembly of 2025
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.
Alberto Fernandes
Independent Member
End of Term:
Until the Ordinary General Assembly of 2025
Graduated in Mechanical and Production Engineering from the Polytechnic School of the University of São Paulo - USP (1986). Began his career in the financial market in 1986. He worked as Commercial Director at Crédit Commercial de France Bank (1989-1997), Commercial Director at Lloyds Bank (1997-1999) and Executive Vice President at Itaú/BBA (1999-2019). In 2019, he founded Gaju Investmentos Ltda. He is currently: (i) Senior Advisor at Morgan Stanley Brasil; (ii) Member of the Board of Direcional Engenharia (DIRR3) and JHSF (JHSF3); (iii) Member of the Board of COPERSUCAR S.A.; (iv) Chairman of the Board of Fulwood Logistica; (v) Member of the Board of Gerdau S.A. (GGBR4); (vi) Member of the Board of CIVI-CO Hub de Impacto Social; and (vii) Member of the Board of MASP (Museu de arte de São Paulo) since Sept. 2014.
Eduardo de Toledo
Independent Member
End of Term:
Until the Ordinary General Assembly of 2025
Chief Financial and Investor Relations Officer of OceanPact, and currently a member of the Board of Directors of Hidrovias do Brasil. He spent most of his career at Ultrapar, a company in the oil and gas sector, and served as Managing Director of Ultracargo, a company in the logistics sector. He was Chairman of the Board of Directors of Odontoprev, a member of the Board of Directors of Famasa, CFO of Klabin S.A. and Vice Chairman of CCR S.A. He has a degree in Production Engineering and Economics from USP. He attended the "IEP - International Executive Program" course at INSEAD, France.
Gustavo Rocha Gattass
Independent member
End of Term:
Until the Ordinary General Assembly of 2025
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 and Investors Relations 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.
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
Chief Financial and Investor Relations Officer of OceanPact, and currently a member of the Board of Directors of Hidrovias do Brasil. He spent most of his career at Ultrapar, a company in the oil and gas sector, and served as Managing Director of Ultracargo, a company in the logistics sector. He was Chairman of the Board of Directors of Odontoprev, a member of the Board of Directors of Famasa, CFO of Klabin S.A. and Vice Chairman of CCR S.A. He has a degree in Production Engineering and Economics from USP. He attended the "IEP - International Executive Program" course at 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 2025
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 2025
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 2025
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. 127,133,397 20.42%
Lambda² 77,771,887 12.49%
Alpha Brazil FIP Multiestratégia (Actis LLP)³ 166,986,292 26.82%
Subtotal Shareholders of Reference 371,891,576 59.72%
Sharp Capital Gestora de Recursos Ltda.⁴ 31,153,604 5.00%
Others Shareholders 219,643,171 35.27%
Treasury Shares 42,205 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