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3.
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Now
presiding over the meeting, the new President of the Board proposed to the
other Board Members that the Management of the
Company
be reorganized,
with the objective of making the process of integrating the operations of
VCP
and
Aracruz Celulose S.A.
more effective (as this latter company had recently been merged with the
Company
), thus
envisioning the immediate capture of the synergies afforded by the
restructuring process of the two companies, with a significant reduction
in operational costs, beyond, naturally, the melding of the two
administrations, in such a way as to give uniformity to the development of
the administrative, operational and commercial activities of the two
companies. The Board accepted the proposal of the presiding
President, and resolved to dismiss the existing Management, electing (as
replacements for the removed members) the following new members:
CARLOS AUGUSTO LIRA
AGUIAR
,
Brazilian,
married, engineer, resident and domiciled in the municipality of
Aracruz-ES, bearer of ID card no. 11.703.711, from the IICC-SP, issued
23/05/1977, and registered with the CPF/MF under no. 032.209.829-72, with
business address at Rodovia Aracruz/Barra do Riacho, km 25, s/nº, also in
the municipality of Aracruz –ES, to the position of
Chief Executive Officer
;
and, for the positions of Officers without specific designations,
JOÃO FELIPE CARSALADE
,
Brazilian, married, business administrator, resident and domiciled in the
city of Rio de Janeiro - RJ, bearer of ID card no. 3.154.651, from the
IFP-RJ, and registered with the CPF under no. 468.913.667-04, with
business address in the City of São Paulo - SP, at Av. Brigadeiro Faria
Lima nº 2.277, - 4th floor, conferring upon him responsibility for
managing the commercial and international logistics areas of the Company;
WALTER LÍDIO
NUNES
, Brazilian, married, mechanical engineer, resident and
domiciled in the city of Aracruz - ES, bearer of the ID card no.
900446761-1 SSP/RS, and registered with the CPF/MF under no.
151.624.270-04, with business address at Rodovia Aracruz/Barra do Riacho,
km 25, s/nº, also in the municipality of Aracruz –ES, who will be
responsible for planting and technology operations at
VCP
;
EVANDRO CÉSAR CAMILLO
COURA
, Brazilian, married, engineer, bearer of ID card no.
3.624.685 IFP-RJ, and registered with the CPF under no. 729.695.397-72,
resident, domiciled and with business address in the City of São Paulo -
SP, at Av. Brigadeiro Faria Lima nº 2.277, - 4th floor, to implement
internal control and risk management activities at the Company;
MARCOS GRODETZKY,
Brazilian, legally separated, economist, bearer of ID card no. 3.474.360
IFP-RJ, and registered with CPF under no. 425.552.057-72, resident,
domiciled and with business address in the City of São Paulo - SP, at Av.
Brigadeiro Faria Lima nº 2.277, - 4th floor, to manage finances of the
Company together with activities related to treasury and investor
relations (with the title Director of Investor Relations);
FRANCISCO FERNANDES CAMPOS
VALÉRIO
, Brazilian, married, engineer, bearer of ID card RG no.
634832 SSI-SC and registered with the CPF/MF under no.
065.280.319-91, to be responsible for industrial operations and
engineering activities;
MARCELO STRUFALDI
CASTELLI
, Brazilian, married, mechanical engineer, bearer of ID
card RG no. 11.778.104-6 SSP/SP, registered with the CPF/MF under no.
057.846.538-81, to be responsible for the paper business, corporate
strategy and suppliers; and
MIGUEL PINTO CALDAS
,
Brazilian, married, business administrator, bearer of ID card RG no.
792.149 SSP/SP and registered with the CPF/MF under
no. 318.799.501-20, to be responsible for human resources and
organizational development. The Officers elected here will
remain in their posts until substitutes are appointed, in accordance with
paragraph 4 of article 150 of the Brazilian Corporation
Law. The other vacancies in the Management remain to be
filled. The Officers elected here declare (i) that they are not
involved in crimes that would restrict them from commercial practice, and
(ii) that they will comply with article 1.011 of Law 10.406/2002, article
147 of Law no. 6.404/76 and CVM Instruction 367 of May 29, 2002. It was
decided that the members of the Board of Directors will not receive
honoraria and that the Officers will be remunerated as appropriate for the
positions to which they have been elected. The remuneration
policy adopted in the meeting of the Board held on April 30, 2009 was
ratified, which provides that Officers will be paid 13 monthly salaries
per year as well as bonuses of up to 12 or 9 monthly salaries, depending
on the responsibilities of each functionary, pursuant to the policies of
the company. The Chief Executive Officer will have a bonus of
up to 16.5 monthly salaries. Bonuses will be conditioned on the
performance of each officer and the
companies.
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