Board of Directors

CTEEP's Board of Directors consists of 10 members⁴ elected by the General Shareholders' Meeting pursuant to Law 6404 of 1976 (Brazilian Business Corporation Act), which governs corporations.

The Bylaws provide that one representative of the employees and one representatives of preferred minority shareholders sit on the Board of Directors. (GRI 4,4; 4,7)

Serving a one-year term of service, the Directors are in charge of electing the members of the Board of Executive Officers and monitoring business management; evaluating the Management Report, the Financial Statements and the Executive Board's accounts; approving business plans, financial and project execution budgets; as well as selecting and dismissing Independent Auditors. The Board of Directors also follows international standards and corporate principles, such as the Code of Ethics, the Global Compact and international standards for operational procedures.

At its regular meetings, the Board examines the financial indicators used in the Balanced ScoreCard and other strategic analysis tools, assesses market risks and opportunities, and prepares reports that may cover the Company's social and environmental performance. In 2013, there were 13 Board meetings, six of which person-to-person. (GRI 4,9)

There are currently no performance assessment mechanisms for members of the Company's Board of Directors and committees. (GRI 4,10)

Composition of the Board of Directors
(GRI 4.1; 4.2; 4.3)

On December 31, 2013, the Board of Directors was composed as follows:

Chairman
Luis Fernando Alarcón Mantilla
The Chairman of the Board of Directors holds no position on the Board of Executive Officers.

Deputy Chairman
Fernando Augusto Rojas Pinto

Directors
César Augusto Ramírez Rojas; Fernando Maida Dall´Acqua; Juan Ricardo Ortega López; Luisa Fernanda Lafaurie Rivera; Sinval Zaidan Gama (representative of minority shareholders); Valdivino Ferreira dos Anjos (representative of employees).

⁴''The Directors' résumés can be found in the 2013 Reference Form, available on the Brazilian Securities and Exchange Commission's website (www.cvm.gov.br) or in the Investor Relations section of the Company's website (www.cteep.com.br/ri).