Governance structure and its composition

Norte Energia has a governance structure comprised of: 

• General Shareholders Meeting 

• Board of Directors (BoD) 

• Supervisory Board (SB) 

• Executive Board 

• Internal Audit 

• Advisory committees (six statutory and three operating under bylaws), composed of experienced and qualified members, elected for two-year terms. 

Board of Directors (BoD) 

The Board of Directors meets monthly and also on an extraordinary basis, whenever called by the chair or by two-thirds of its members, to define guidelines, monitor governance practices, assess risks and opportunities, and analyze long-term goals. 

Supervisory Board (SB) 

The Supervisory Board, which is permanent in nature, is responsible for overseeing the Company’s management, examining reports and financial statements and issuing opinions on specific topics, as provided for by law. 

The SB meets quarterly and also on an extraordinary basis when convened by the chairperson or at the request of any of its members. 

Composition of the Supervisory Board 

At the end of 2024, the Supervisory Board was composed of five sitting members, elected and dismissible by the Shareholders’ Annual General Meeting, holding office until the next AGM held after their election, and eligible for re-election.  

This structure ensures efficient performance by the board, providing thorough and transparent oversight of Norte Energia’s management. 

Advisory committees 

There are six statutory committees and other three operating under bylaws, composed of experienced and qualified members, with two-year terms. 

The advisory committees to Norte Energia’s Board of Directors are specialized bodies that strengthen corporate governance, promoting transparency, ethics, and accountability in management. With two-year terms, aligned with that of the Board of Directors itself, its members have experience and technical qualifications in the topics covered. Meetings occur at a frequency defined according to the nature of each committee — monthly, bimonthly or on demand — and are coordinated by board members, ensuring strategic alignment with the interests of shareholders and stakeholders. 

The statutory committees are permanent and aim to support the Board of Directors in defining strategic and operational guidelines, namely: 

• Audit, Compliance and Risk Committee: analyzes and issues recommendations on internal auditing, accounting, independent auditing and controls, risk management and compliance, and the whistleblower channel 

• Management Committee: responsible for analyzing the selection processes for administrative service providers and defining remuneration policies and benefits.  

• Environmental Committee:  monitors compliance with environmental conditions and analyzes the selection of environmental suppliers, in addition to other environment-related issues. 

• Regulatory and Trade Committee: responsible for monitoring the development of studies, opinions and technical notes on the regulation of the electricity sector, current marketing rules and changes to these guidelines.  

• Finance Committee: responsible for analyzing the Company’s results, the selection processes for financial service providers, and studies/proposals requested by the Board of Directors regarding financial services.  

• Technical Committee: monitors engineering and supply services related to the Belo Monte Complex, and participates in the analysis of requests and pending issues related to the completion of works. 

In addition to the six statutory committees, the Company has three committees operating under bylaws, which offer Management support and strengthen sustainable and responsible operations. These committees include: 

• Insurance Committee: responsible for providing support for the Company’s insurance contracting processes. Unlike other non-statutory committees, the Insurance Committee only meets when there is specific demand. 

• Operation and Maintenance Committee: created once the construction of the Belo Monte HPP was completed, its objective is to address issues related to the operation and maintenance of the Belo Monte HP Complex, ensuring the efficiency and safety of operations.  

• Sustainability Committee: The committee guides strategic discussions on sustainability, ensures compliance with the Sustainability Policy, and fosters the integration of ESG practices into the Company’s management structure. It includes members of the Board of Directors and is coordinated by an outside member who is experienced in the area (GRI 2-17).