According to the bylaws, the Company is managed by a Board of Directors (Conselho de Administração) and a board of Executive Officers (Diretoria Executiva) consisting of the Chief Executive Officer, Investor Relations Officer and the remaining officer without specific designations. Lupatech' bylaws provides for a non-permanent fiscal council, composed for at least three and a maximum of five members, with equal number of alternates, which must be installed in the fiscal years at the request of its shareholders.
Lupatech bylaws provides for the board of directorsa number of at least five and at most nine members and equal number of deputies, individuals, resident in the country members. The Company’s Board of Directors members are elected by the Shareholders General Meeting for a unified two-year term of office, may be reelected. Exceptionally and for transition purposes, when the Company control is exercised on a diffuse basis, as defined in Lupatech' bylaws, its Board of Directors must be elected only once, with unified term-office for up to 3 years.
The members of the Lupatech Board of Directors must be residents in the country. Lupatech Board of Directors is the decision-making body responsible for formulating general guidelines and policies for the businesses, including the Company’s long term strategies. Among other things, Lupatech Board of Directors is responsible for appointing and supervising its executive officers.
| Name | Election Date | Position |
| Carlos Mario Calad Serrano | 05/18/2023 | Board Member (Effective) |
| Rafael Gorenstein | 05/17/2023 | Board Member (Effective) and President and Investor Relation |
| João Marcos Cavichioli Feiteiro | 05/18/2023 | President of the Board of Directors |
| Simone Anhaia Melo | 05/18/2023 | Independent Board Member (Effective) |
Carlos Mario Calad Serrano
Graduated in Economics from the University of Brasilia in 1997, is currently Superintendent of Capital Markets of the Banco Nacional de Desenvolvimento Econômico e Social – BNDES, where he joined as an economist in 1998. Served as effective member and alternate member of the Board of Directors of companies such as Aços Villares, Tecnologos S.A., América Latina Logística, Vale do Rio Doce, Valepar, Telemar Participações and CTX.
Rafael Gorenstein
Aeronautical Mechanics Engineer graduated from ITA, Master in Engineering Theory of Control and Statistics by PUC-RJ and MBA from Imperial College, London. He has served as financial officer in investment banking and several large companies in the real estate, textile, beverage and telecommunications sectors. Accumulates relevant experience as a restructuring consultant. He worked from January 2015 until April 2017 as financial advisor to the Company, supporting the formulation of the strategy to restructure liabilities and the construction of its recovery plan.
João Marcos Cavichioli Feiteiro
Lawyer graduated by PUC / SP, with LL.M in Corporate Law by INSPER. Member of the TMA - Turnaround Management Association and ICC - International Chamber of Commerce. He has served as a legal officer in large oil and gas companies, accumulating relevant experience in strategic legal management, corporate restructuring and renegotiation of liabilities. It currently provides strategic legal advice to its clients through Feiteiro & Araujo Advogados.
Simone Anhaia Melo
Graduated in Biology from the Federal University of Rio Grande do Sul in 1988, post graduated in Ecology and Natural Resources from Federal University of São Carlos and doctorate level courses at the State University of Rio de Janeiro, such as Environmental Law and Environmental Policy. Mrs. Simone performed an Executive Training Program on Regulation (PRO-REG) from the London School of Economics in 2010 and a Regulatory Impact Analysis OCDe Training Program (PRO-REG / World Bank Training Program) in 2013. Additionally, Mrs. Simone has held the following positions (i) Manager and Researcher at the Environmental Management Lab of EMPRAPA between 1995 and 2002; (ii) Environmental Manager, Brazilian O&G Onshore and Offshore Bidding Rounds of the Brazilian Oil, Natural Gas and Biofuels Agency (ANP), between 2002 and 2007; (iii) Senior Policy Advisor of the ANP between 2007 and 2013. Mrs. Simone currently serves as a consultant in the Oil and Gas sector.
Pursuant to the Brazilian Corporate Law, the fiscal council is the independent corporate body of management and external auditors. The fiscal council may function both permanently and non-permanently, in which case it will act during a specific fiscal year when it is installed at the request of shareholders representing at least 2% of the voting shares and each period of its operation shall terminate at the first ordinary general meeting after its installation.
The main responsibilities of the fiscal council are to oversee management activities, review the company's financial statements and report its findings to shareholders. The Brazilian Corporation Law requires members of the fiscal council to receive remuneration of at least 10% of the average annual amount paid to the company's directors. The Brazilian Corporation Law also requires that the Fiscal Council be composed of at least three and a maximum of five members and their respective alternates.
Pursuant to the Brazilian Corporate Law, Lupatech's Fiscal Council may not contain members who are (i) members of its Board of Directors; (ii) are members of its Executive Board; (iii) are employees of a controlled company or under its common control; or (iv) are spouses or relatives up to the third degree of any member of the Company's Management.
Lupatech's bylaws provide for a non-permanent Fiscal Council, elected only at the request of the Company's shareholders at a general meeting. For the present fiscal year, until the present moment, the installation of the Fiscal Council by the shareholders was not requested.
Lupatech's bylaws provide that the Board of Executive Officers shall be composed of up to nine members, shareholders or not, resident in the Country. The executive officers are responsible for executing the decisions of the Board of Directors and the direct management of the Company.
The Board of Executive Officers currently consists of two directors elected by the Board of Directors, with a one-year term, renewable for the same period, whether shareholders or not.
| Name | Election Date | Position/Designation |
| Rafael Gorenstein | 05/17/2023 | President and Investor Relations |
| Marco Antônio Miola | 06/30/2023 | Director without specific designation |
Rafael Gorenstein
Aeronautical Mechanics Engineer graduated from ITA, Master in Engineering Theory of Control and Statistics by PUC-RJ and MBA from Imperial College, London. He has served as financial officer in investment banking and several large companies in the real estate, textile, beverage and telecommunications sectors. Accumulates relevant experience as a restructuring consultant. He worked from January 2015 until April 2017 as financial advisor to the Company, supporting the formulation of the strategy to restructure liabilities and the construction of its recovery plan. He was elected to the position of Chief Executive Officer and Investor Relations Officer in April 2017.
Marcos Antônio Miola
Degree in Business Administration from Instituto de Ensino Superior de America - IESA and MBA in Business Management from Fundação Getúlio Vargas - FGV. He has been working at the Company for 30 years and gradually took on other positions, including team management and international experience, being PCS and Materials Management Supervisor at a manufacturing unit owned by Grupo Lupatech in Argentina. Until November 2013, he served as Regional Supply Chain Manager. From December 2013 to March 2023 he served as Plant Manager, reporting directly to the Operations Director of the units located in the cities of Nova Odessa SP and Veranópolis RS, later he held the position of Industrial Director. Among his main functions, he is responsible for directing the industrial areas: manufacturing, quality, supplies, production planning, human resources and HSE. In May 2023, he was elected to the position of Officer without specific designation, with a term starting on 06/30/2023.