The Fiscal Council of the Company is a permanent collegiate body, elected by the Annual Shareholders Meeting for a unified term of one year.
The Fiscal Council consists of at least three (3) and not more than five (5) members and the same number of alternate members. Its duty is to oversee the actions of Management and check compliance with their legal obligations and those established in the Bylaws.
Shareholders must submit to the Shareholders Meeting the updated resume of the candidates for the Fiscal Council.
The elected members are professionals with qualifications in the fields of accounting, economics or management and have proven experience as fiscal council members in other publicly-held companies.
At least one Fiscal Council member must be a qualified financial expert according to the Sarbanes-Oxley Act, which governs the listing of companies in U.S. stock exchanges.
Duties and responsibilities of the Fiscal Council are established in the Bylaws and its duties and rules of functioning are established in the Internal Charter and the Fiscal Council Guide.
The Fiscal Council exercises the functions of the Audit Committee for the purposes of U.S. laws applicable to foreign companies, while respecting the limits set by Brazilian laws.
Meetings and Interlocutors
The Fiscal Council meets twelve (12) times a year and the main interlocutors are the Chief Executive Officer and the Chief Financial and Investor Relations Officer.
The Fiscal Council periodically meets the internal auditor, independent auditors, the Risk Management and Internal Controls Officer, Executive Officers and key executives of the Company and subsidiaries.
The Fiscal Council and the Management Processes, Risks and Sustainability Committee hold joint meetings at least three (3) times a year to address issues related to audit and risk management.
The compensation of Fiscal Council members will be fixed annually by the Annual Shareholders Meeting, which, for each active member, cannot be lower than ten percent (10%) of the compensation that is paid on average to each Executive Officer. This calculation does not include benefits, representation fees and profit sharing.
Fiscal Council of Subsidiaries, Companies under shared control and Affiliated Companies
In the direct or indirect subsidiaries, companies under shared control and affiliated companies in which a Fiscal Council has been set up, executives from CPFL Energia or third parties technically qualified for the position will be nominated.