Corporate Structure

In accordance with the best corporate governance standards, CSN‘s governance structure is composed of the General Assembly, Board of Directors, Executive Board and Audit Committee, in addition to the Finance Committee, Council of Sustainability and areas of support to the Administration.

General Assembly

The General Meeting is the maximum body in the company’s structure and has the power to resolve on all businesses related to the company’s corporate purpose and to resolve on all matters that are deemed appropriate for its defense and development. The General Meeting is also responsible, among other things, for the election and removal of directors.

All documents to be resolved at the General Meeting are made available in advance by the Company at its headquarters and website, and on the websites of the CVM and B3.

The General Meeting is convened and held up to the first four months after the end of the fiscal year, in order to resolve on the election of members to the Board of Directors, corporate accounts presented by the directors, financial statements, allocation of net income for the year and the distribution of dividends. The General Meeting may be held extraordinarily whenever the Company‘s social interests so require.

Board of Directors

The Board of Directors is comprised of up to eleven members, who meet on a regular basis on the dates established in the annual corporate calendar approved by the Board of Directors and, extraordinarily, whenever necessary. The term of office for board members is two years, with the possibility of re-election. The Company’s Board of Directors is currently comprised of five members. A vacancy of a seat at the Board of Directors is reserved to the Company‘s employees‘ representative, pursuant to the Company‘s Bylaws. Click here access on its constitution.

The Board of Directors shall, among other duties, define and monitor the Company’s policies and strategies, monitor the actions of the Executive Board and decide on relevant matters involving CSN‘s business and operations. It is responsible for the election and removal of the members of the Executive Board, and may, if necessary, set up special committees for its advisory services.

To understand more of its other responsibilities, in addition to the attributions entrusted to the Board of Director by law, access CSN’s Bylaws.

Benjamin Steinbruch. He has been a member of the Company‘s Board of Directors since November 30, 2016, holding the position of Chairman. He has also been a member of the Board of Directors of Companhia Siderúrgica Nacional (“CSN”) since April 23, 1993, and has simultaneously held the positions of Chairman of the Board of Directors since April 28, 1995, and Chief Executive Officer of CSN since April 30, 2002, being also responsible for institutional matters and the Company’s mining and railway holdings. He is the Chairman of the Board of Directors of the São Paulo Jockey Club, a member of the Economic and Social Development Council, a member of the Administrative Board of the Portuguese Chamber and a member of the Interinstitutional Advisory Council (CCI) of the São Paulo State Appeal Court. He is also the Chairman of the Decision-making Body of the CSN Foundation. Additionally, he is the Chairman of the Board of Directors of Textília S.A., Fibra Cia. Securitizadora de Créditos Imobiliários, Banco Fibra S.A. and Elizabeth S.A. – Indústria Têxtil e Vicunha Steel S.A.; the Vice-Chairman of the Board of Directors of Vicunha Aços S.A.; a member of the Board of Directors of Vicunha Participações S.A.; an Executive Officer of Rio Purus Participações S.A. and Rio Iaco Participações S.A.; and manager of Fazenda Alvorada de Bragança Agro-Pastoril Ltda. In the last five years, he was the Chairman of the Board of Directors and Chief Executive Officer of Vicunha Siderurgia S.A. (merged into Vicunha Aços in 2015); the 1st Vice President of the São Paulo State Industry Federation – FIESP and a member of the Higher Strategic Board of FIESP; an Advisor to the Robert Simonsen Institute; and the Chairman of the Board of Directors of Nacional Minérios S.A. (merged into CSN Mineração S.A. in 2015), Transnordestina Logística S.A. and FTL – Ferrovia Transnordestina Logística S.A.; and manager of Haras Phillipson Ltda. (a company that was dissolved in November 2017). He holds a degree in Business Administration from Fundação Getúlio Vargas – SP and a graduate degree in Marketing and Finance from the same institution.

Yoshiaki Nakano. Mr. Nakano has been a member of the Company‘s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005. He is also a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN). In the last five 5 years, Mr. Nakano has been a Professor of Economics and an Officer at the Getulio Vargas Foundation (FGV/SP), a member of the Superior Economic Council (COSEC) of FIESP/Roberto Simonsen Institute and a member of the Board of Directors of the São Paulo State Research Support Foundation – FAPESP until 2015. Previously, Mr. Nakano was Special Secretary for Economic Affairs at the Ministry of Finance and São Paulo State Finance Secretary. He graduated in Business Administration from the Getulio Vargas Foundation and has an MBA and a Ph.D. from Cornell University, in the USA.

Antonio Bernardo Vieira Maia. Mr. Maia has been a member of the Company’s Board of Directors since April 30, 2013, a member of the Finance Committee since October 7, 2014, and a member of the Audit Committee since August 8, 2013, serving as Chairman of the Audit Committee since May 6, 2014. He has also been CEO of BRG Capital Ltda. since July, 2005 and a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). From April 1995 to May 2005, he was an Executive Officer at Credit Suisse/Banco Garantia de Investimentos S.A. He began his career as a trainee with Citibank Brazil in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst for Citigroup in Latin America, subsequently becoming an Executive Officer of Citibank New York. Prior to that, he was an associate of Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie S.A., in Geneva, Switzerland, from April to December 2006. He graduated in 1981 in Business and Public Administration from the Getulio Vargas Foundation.

Miguel Ethel Sobrinho. He Has Been A Member Of The Company’s Board Of Directors Since April 26, 2019 And The Audit Committee Since May 3, 2019. In Addition, Since 2016, He Has Been A Member Of The Board Of Directors Of CSN Mineração S.A. (A CSN Subsidiary) And An Officer And Shareholder Of Participa – Empreendimentos Imobiliários E Participações Ltda., Developing Activities Focused On Interests In Shopping Malls, Gas And Hydroelectric Energy And Fast Food Chains. He Graduated In Production Engineering From The Polytechnical School Of The University Of São Paulo And Holds An MBA From The School Of Economics And Administration Of The University Of São Paulo. He Was A Professor Of Project And Investment Analysis At The School Of Economics And Administration Of The University Of São Paulo And A Member Of The Curator Board And Founder Of The Administration Institute Foundation Of The University Of São Paulo.

Fabiam Franklin. Mr. Franklin has been a member of the Company’s Board of Directors since April 28, 2016. He has been Chairman of the Advisory Board of CSN Invest Fundo de Investimento em Ações since April 4, 2016, a member of the Board of Directors of ABM (Brazilian Metallurgical, Materials and Mining Association) since April 2015, the Coordinator of CSN’s Financial Education Program since 2008, and the Company’s Blast Furnace General Manager since November 2002. Mr. Franklin has a degree in Metallurgical Engineering from Universidade Federal Fluminense, with specialization in Reduction Metallurgy from McMaster University in Ontario, Canada, and an MBA from the Dom Cabral Foundation.

Audit Committee

The standards established by the Security Exchange Commission (SEC) for listed companies on the New York Stoch Exchange (NYSE) determine the existence of an Audit Committee comprised of at least three independent directors to meet the independence requirements of Rule 10A-3, subject to the Stock Exchange Regulatory Law, with a written regulation specifying certain minimum duties. The Company‘s Audit Committee was constituted in June 2005, in accordance with the rules of the SEC, and is comprised of three independent members of our Board of Directors.

The Audit Committee has autonomy to make decisions regarding provisions of the Sarbanes-Oxley Act – Sections 301 and 407. Some of its main attributions include the review of financial statements and other public information regarding the Company’s operational performance and situation, to recommend to the Board of Directors the appointment, remuneration and hiring of external auditors, as well as to monitor the performance of internal and external audits. Regarding the hiring of external auditors, procedures are adopted to ensure that there are no conflicts of interest, loss of independence or objectivity of the auditor in relation to the Company.

The Audit Committee is currently comprised of:

Antonio Bernardo Vieira Maia. Mr. Maia has been a member of the Company’s Board of Directors since April 30, 2013, a member of the Finance Committee since October 7, 2014, and a member of the Audit Committee since August 8, 2013, serving as Chairman of the Audit Committee since May 6, 2014. He has also been CEO of BRG Capital Ltda. since July, 2005 and a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística S.A. (controlled by CSN). From April 1995 to May 2005, he was an Executive Officer at Credit Suisse/Banco Garantia de Investimentos S.A. He began his career as a trainee with Citibank Brazil in 1982 and moved to New York in 1986, where he first worked as an Institutional Investment Analyst for Citigroup in Latin America, subsequently becoming an Executive Officer of Citibank New York. Prior to that, he was an associate of Banco Bozano Simonsen de Investimentos from August 1979 to December 1981 and a member of the Board of Directors of Banque Bénédict Hentsch & Cie S.A., in Geneva, Switzerland, from April to December 2006. He graduated in 1981 in Business and Public Administration from the Getulio Vargas Foundation.

Yoshiaki Nakano. Mr. Nakano has been a member of the Company‘s Board of Directors since April 29, 2004, and a member of the Audit Committee since June 24, 2005. He is also a member of the Board of Directors of Transnordestina Logística S.A. (jointly controlled by CSN). In the last five 5 years, Mr. Nakano has been a Professor of Economics and an Officer at the Getulio Vargas Foundation (FGV/SP), a member of the Superior Economic Council (COSEC) of FIESP/Roberto Simonsen Institute and a member of the Board of Directors of the São Paulo State Research Support Foundation – FAPESP until 2015. Previously, Mr. Nakano was Special Secretary for Economic Affairs at the Ministry of Finance and São Paulo State Finance Secretary. He graduated in Business Administration from the Getulio Vargas Foundation and has an MBA and a Ph.D. from Cornell University, in the USA.

Miguel Ethel Sobrinho. He Has Been A Member Of The Company’s Board Of Directors Since April 26, 2019 And The Audit Committee Since May 3, 2019. In Addition, Since 2016, He Has Been A Member Of The Board Of Directors Of CSN Mineração S.A. (A CSN Subsidiary) And An Officer And Shareholder Of Participa – Empreendimentos Imobiliários E Participações Ltda., Developing Activities Focused On Interests In Shopping Malls, Gas And Hydroelectric Energy And Fast Food Chains. He Graduated In Production Engineering From The Polytechnical School Of The University Of São Paulo And Holds An MBA From The School Of Economics And Administration Of The University Of São Paulo. He Was A Professor Of Project And Investment Analysis At The School Of Economics And Administration Of The University Of São Paulo And A Member Of The Curator Board And Founder Of The Administration Institute Foundation Of The University Of São Paulo.

Executive Board

CSN’s management and overall conduction of its business are carried out by the Executive Board in accordance with the policies and strategies defined by the Board of Directors. The Executive Board meets whenever called by the Chief Executive Officer or by two Executive Officers, and each Executive Director is responsible for conducting the operations pertinent to his/her division. The term of office for members of the executive board is two years, with the possibility of re-election. The Executive Board is currently comprised of five executive officers, one being the Chief Executive Officer, and includes:

Benjamin Steinbruch. He has been a member of the Company‘s Board of Directors since November 30, 2016, holding the position of Chairman. He has also been a member of the Board of Directors of Companhia Siderúrgica Nacional (“CSN”) since April 23, 1993, and has simultaneously held the positions of Chairman of the Board of Directors since April 28, 1995, and Chief Executive Officer of CSN since April 30, 2002, being also responsible for institutional matters and the Company’s mining and railway holdings. He is the Chairman of the Board of Directors of the São Paulo Jockey Club, a member of the Economic and Social Development Council, a member of the Administrative Board of the Portuguese Chamber and a member of the Interinstitutional Advisory Council (CCI) of the São Paulo State Appeal Court. He is also the Chairman of the Decision-making Body of the CSN Foundation. Additionally, he is the Chairman of the Board of Directors of Textília S.A., Fibra Cia. Securitizadora de Créditos Imobiliários, Banco Fibra S.A. and Elizabeth S.A. – Indústria Têxtil e Vicunha Steel S.A.; the Vice-Chairman of the Board of Directors of Vicunha Aços S.A.; a member of the Board of Directors of Vicunha Participações S.A.; an Executive Officer of Rio Purus Participações S.A. and Rio Iaco Participações S.A.; and manager of Fazenda Alvorada de Bragança Agro-Pastoril Ltda. In the last five years, he was the Chairman of the Board of Directors and Chief Executive Officer of Vicunha Siderurgia S.A. (merged into Vicunha Aços in 2015); the 1st Vice President of the São Paulo State Industry Federation – FIESP and a member of the Higher Strategic Board of FIESP; an Advisor to the Robert Simonsen Institute; and the Chairman of the Board of Directors of Nacional Minérios S.A. (merged into CSN Mineração S.A. in 2015), Transnordestina Logística S.A. and FTL – Ferrovia Transnordestina Logística S.A.; and manager of Haras Phillipson Ltda. (a company that was dissolved in November 2017). He holds a degree in Business Administration from Fundação Getúlio Vargas – SP and a graduate degree in Marketing and Finance from the same institution.

Marcelo Cunha Ribeiro. Mr. Ribeiro has been an Executive Director at the Company since September 29, 2017, being responsible for the treasury, controlling, tax and accounting departments. Prior to working at CSN, he was CFO of Grupo St. Marche, Finance and Investor Relations Vice President of Restoque Comércio e Confecções de Roupas S.A., CFO of Grupo SBF (GP Investimentos Ltd), Managing Director of the Private Equity division of GP Investimentos Ltd and CFO of San Antonio International Ltd. He was also a member of the Board of Directors of Hopi Hari S.A., Telemar Norte Leste S.A. (Oi S.A.), Contax Participações S.A., Estácio Participações S.A., Magnesita Refratários S.A., and BR Towers SPE1 S.A.. Mr. Ribeiro holds a bachelor’s degree in Production Engineering from Universidade de São Paulo and has an MBA degree from Harvard Business School.

David Moise Salama. He has held the position of Executive Officer of the Company since August 2, 2011, and is currently responsible for the insurance, credit and equity areas. He has worked at CSN since 2006, having formerly held the position of Executive Director of Investor Relations. He is a Director of Estanho de Rondônia SA and Minérios Nacional SA, member of the Board of Directors of Companhia Florestal do Brasil, CSN Mineração SA, Itá Energética SA, Sepetiba Tecon SA, Lusosider – Aços Planos SA, Lusosider – Produtos Siderúrgicos SA, and of Lusosider Ibérica SA and an alternate member of the Board of Directors of Transnordestina Logística SA (jointly controlled by CSN) and of FTL – Ferrovia Transnordestina Logística SA (a subsidiary of CSN) and a member of the Deliberative Board of the Employee Benefit of Companhia Siderúrgica Nacional – CBS. Prior to joining CSN, he was Director of Controllership and Finance at Tecnisa Engenharia e Comércio, Birmann Comércio e Empreendimentos and Goldfarb Comércio e Construções. He was Chief Financial Officer of Unilever Brasil and Senior Auditor of PWC. Graduated in Accounting Sciences from the Faculty of Economics, Administration and Accounting of the University of São Paulo (FEA-USP) with an MBA in Finance from FEA-USP. He completed his academic training with the Oxford Advanced Management and Leadership Program at Saïd Business School, University of Oxford, England, and Program on Negotiation at Harvard Law School, Harvard University.

Luis Fernando Barbosa Martinez. Mr. Martinez was elected as an executive officer in August 2011, and is in charge of the commercial and logistic areas of the steel, cement and special sales segment. He has been serving CSN since 2002, having previously acted as sales officer, director of Nacional Minérios S.A. (which ceased to exist on December 31, 2015) and as member of the board of directors of Companhia Florestal do Brasil and Companhia Metalúrgica Prada. Mr. Martinez is also a member of the board of directors of Associação Brasileira de Metalurgia, Materiais e Mineração, or ABM, and deputy member of the board of directors of FTL – Ferrovia Transnordestina Logística and Transnordestina Logística S.A.. He is also currently serving as an Officer of Estanho de Rondônia S.A., Minérios Nacional S.A., CSN Energia, S.A. and Stahlwerk Thüringen GmbH, and as member of the board of directors of CSN Mineração (controlled by us) and chairman of the board of directors of MRS, which is jointly controlled by us, and a member of the Deliberative Council of Caixa Beneficente dos Empregados da Companhia Siderúrgica Nacional, or CBS. Since March 2017 he is also member of the board of officers of Câmara de Comércio e Indústria Brasil – Alemanha. Prior to joining CSN, Mr. Martinez was a sales officer at Alcan Alumínio do Brasil S.A., having worked at that company for 14 years in different departments (processing, quality, product/market development and sales). He also acted as Executive Officer of the Brazilian Center of Steel Construction – CBCA and of the Brazilian Association of Metallic Construction, or ABCEM, and he was president of the Brazilian Association of Steel Packaging – ABEAÇO. Recently, Mr. Martinez received the prize Prêmio Barão de Mauá – Instituto Mauá de Tecnologia as Professional and Market Highlight in 2016. Mr. Martinez graduated with a degree in Metallurgical Engineering from Instituto Mauá de Tecnologia, or IMT, has a graduate degree in industrial management from the School of Production Engineering of the Universidade de São Paulo, and also graduated from the Corporate Management Development Program at Alcan Aluminum Limited in Montreal, Canada.

Fiscal Council

The Company‘s Fiscal Council is of non-permanent nature and functions only in the fiscal years in which it is installed, upon request by shareholders and in accordance with the applicable legislation. Regarding its structure and functioning, the Bylaws determine that it must be comprised of three effective members and three alternates, elected by the General Meeting and with a mandate until the first Annual General Meeting held after its installation. The Fiscal Council is an integral part of the Corporate Governance system, whose main function is to supervise, by any of its members, the acts of the Board of Directors and Executive Board, and to verify the compliance with its legal and statutory duties. The Company‘s Fiscal Council was installed on June 29, 2018 and is comprised of the following members:

Valmir Pedro Rossi – Sitting Member. Mr. Rossi holds a bachelor’s degree in Accounting from the University of Passo Fundo (RS) and completed graduate programs in Finance at the University of Caxias do Sul (RS) and Marketing at PUC Rio de Janeiro (RJ), as well as MBAs in Business Administration at USP São Paulo (SP) and Business Management at UNB-Brasília (DF). He is a Board member and a Fiscal Council member certified by the Brazilian Corporate Governance Institute – IBGC. He has worked as an accountant at Casfor Org. Contábeis and Bertol S.A. and as a consultant at Sebrae RS, in addition to having worked for 30 years Banco do Brasil S.A., where he occupied several different positions, especially State Superintendent for Pará, State Superintendent for Rio Grande do Sul, Retail Superintendent in São Paulo, Corporate and Regional Superintendent for Latin America. He has also served as CEO of Banco da Amazônia, a federal state-owned bank headquartered in Belém (PA). He has served as a member of the Board of Directors or the Fiscal Council of the following companies: Metalúrgica Gerdau S.A., Brasilprev S.A., BB Seguridade S.A., Fucapi S.A. and Banco da Amazônia S.A., in addition to several other entities and associations. He is currently a sitting member of the Board of Directors of Kepler Weber S.A. a sitting member of the Fiscal Council at KaMin Cadam S.A.

Tufi Daher Filho – Sitting Member. Mr. Tufi Daher Filho is currently a member of the Board of Directors of Companhia Paulista de Trens Metropolitanos – CPTM, a Technical Advisor of Hidrovias do Brasil S.A., owner of TDF Consultoria Empresarial Ltda., partner of The Empreendimentos e Construtora Ltda. and owner of the Loungerie, Osklen and Richards franchises in Uberlândia (Minas Gerais). Over the past 5 years, he has acted as Director of Cia. Metalic Nordeste, Chairman of the Board of Directors and CEO of MRS Logística S.A., CEO of Transnordestina Logística S.A. and Advisor of the Associação Nacional dos Transportadores Ferroviários (ANTF). Mr. Daher Filho holds a degree in Civil Engineering from Universidade Católica de Minas Gerais and attended vocational courses held by the Agência de Cooperação Internacional do Japão on subjects related to Transportation Planning, in addition to holding a Management MBA degree from Fundação Dom Cabral and attending the Advanced Management Program in partnership with INSEAD (France). Mr. Tufi Daher Filho declared for all legal purposes that, in the past 5 years, he has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities.

Beatriz Santos Martini – Alternate Member. Mrs. Beatriz Santos Martini is the founder and Managing Partner of BSM & Associados Ltda., with 25 years of specialized operations in Change Management, where she has acted as practice leader and senior consultant since 1993. Over the past 5 years she provided advisory, some in partnership with other process consulting firms, to companies such as Makro, Casas Pernambucanas, Kroton Anhanguera, Marina Linhares Arquitetura and Supermercado CSD/Amigão (M&A). Mrs. Martini holds a degree in Production Engineering from Universidade de São Paulo (USP), with specialist degrees in Creativity and Educational Technology from FAAP and Coaching from the Leading Group (Argentina). Mrs. Beatriz Santos Martini declared for all legal purposes that, in the past 5 years, she has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities.

Angélica Maria de Queiroz – Alternate Member. Mrs. Angélica Maria de Queiroz is currently member of the Consulting Body of the Instituto Brasileiro de Gestão e Turnaround (IBGT) since 2005, founding partner of Clear Horizon (2002), strategy consultant of national and international companies, in the supply and distribution, production and sales, administrative and financial areas and member of the Fiscal Council /Audit of the NGO Américas Amigas. Mrs. Queiroz was also an independent advisor of the Audit Committee of Companhia Siderúrgica Nacional (CSN) from 2011 to 2017. She holds a degree e Economics from Pontifícia Universidade Católica (Rio de Janeiro) and a post-graduate degree in Finance from Fundação Getúlio Vargas (Rio de Janeiro). Mrs. Angélica Maria de Queiroz declared for all legal purposes that, in the past 5 years, she has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in her suspension or impediment to exercise professional or commercial activities.

Paulo Roberto Bellentani Brandão – Alternate Member. He has been an alternate member of the Company’s Fiscal Council since April 2021. He is also an alternate member of the Fiscal Council of AES Brasil S.A. and serves as a lawyer with a focus on advising on corporate transactions and the capital market. In addition, he served as a member of the Fiscal Council of AES Tietê S.A, during the year 2020. He holds a law degree from Universidade Paulista. He has a course in Capital Markets GV Law and a Postgraduate GV Law in Structures and Business Operations.

André Coji – Sitting Member. Mr. André Coji currently executes the Structuring of Financial Operations in renowned companys of the Real Estate Market. Over the past 5 years he has held the role of Treasurer and Donor Relations for Unibes (non-profit organization in SP). He was also member of the Consulting Board of several family-held Brazilian companies, assisting in Asset Management, Fiscal, Tax and Succession Planning. Mr. Coji holds a degree in Business Management from Fundação Getúlio Vargas (FGV) and a Law degree from Universidade de São Paulo (USP), in addition to a Board of Directors Certificate from the IBGC. Mr. Coji declared for all legal purposes that, in the past 5 years, he has not been convicted criminally or received a CVM administrative proceeding or has been sentenced in any final unfavorable judicial or administrative ruling that has resulted in his suspension or impediment to exercise professional or commercial activities.

Last update on May 24, 2021.

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