Governance Model

Companhia Paranaense de Energia – Copel is a publicly-held corporation with no controlling shareholder, with legal personality under private law, with a unitary management system (one tier).

The governance structure is made up of 8 executive boards and the Board of Directors (CAD), with 9 members, 8 of which are appointed by shareholders and 1 representative elected by employees, as established in the Bylaws, in accordance with with Federal Law nº 6,404/1976.

Copel is committed to appointing independent members to the board of directors, in accordance with current legislation and internal rules. Copel’s Bylaws establish, for the composition of the Board of Directors, at least 3 independent directors, this number being, in any case, equal to or greater than 25% of the total number of members of the body, in accordance with Federal Law No. 6,404 /1976, as well as Rule 10-3 of the Securities Exchange Act.

The Company’s Bylaws have established, since 1994, that the Chairman of the Board must be independent and the role cannot be performed by the CEO, in accordance with § 3 of Federal Law No. 6,404/1976. The chairman of the Board of Directors is elected from among the members nominated by the shareholders at the General Meeting, in accordance with the Bylaws.

The process of appointing members of Copel’s governance bodies meets the requirements and prohibitions established in Federal Law No. 6,404/1976, in the Bylaws, as well as in Copel’s Nomination Policy, which has, as one of its basic principles, the promotion of diversity, to be considered in the nomination process, recognizing the multiplicity of training, qualifications and experiences, including in relation to gender, religion, age and race, as per item 3.2.8. Diversity. The composition of each body can be consulted on the Governance Structure pages, as well as the CV of each of its members.

Copel considers the process of appointing directors, executive officers and members of statutory committees to be a fundamental part of the sustainable management of the Company’s business.  

According to Copel’s Bylaws, the Board of Directors is responsible for approving and monitoring the Company’s general policies and their respective changes, including the Nomination Policy and Standard, in accordance with the relevant legislation, especially Federal Law No. 6,404/ 1976, as well as best corporate governance practices. 

The Appointment Policy and the respective internal standard are intended to establish the guidelines, minimum requirements and prohibitions for the appointment of all members of Copel’s statutory bodies, its direct and indirect wholly-owned subsidiaries, respecting its corporate procedures.  

To carry out the nomination process, the Company has a People Committee, provided for in the Bylaws, whose responsibility is to verify the compliance of the nomination and evaluation process of advisors and members of statutory committees, in accordance with current legislation.  

To form the statutory bodies, shareholders must nominate candidates who have an unblemished reputation, notable knowledge, demonstrate experience (technical, professional, academic) and the profile required for the position, alternatively meeting the minimum requirements and not falling within the prohibitions set out in the applicable legislation.   

The member of the statutory body must maintain the necessary eligibility (proof of requirements and absence of restrictions) to perform the position throughout the term of office.

Article 20 of Copel Holding’s Bylaws establishes for the composition of the Board of Directors a unified term of office of 02 years, re-election permitted, in accordance with Federal Law No. 6,404/1976 and other applicable regulations, including considering the possibility of separate election by minority shareholders and holders of preferred shares, as well as the adoption of multiple voting. To find out details about the permanence of CAD members, click here.

Members of statutory bodies must attend at least 75% of the meetings during the year, as recommended by the Company’s Bylaws, in article 80, and two consecutive absences cannot occur.

The statutory bodies of Copel (Holding) and its wholly-owned subsidiaries are evaluated annually, as established in Article 81 of the Bylaws and in the Annual Performance Assessment Policy for Statutory Bodies. Collective (peer and agency) and individual (self-assessment) assessments are carried out. The independent assessments are ensured by external consultancy, which develops the model and applies the assessments.

The remuneration of senior management, available on the Transparency Portal, is approved in advance by the General Assembly and includes charges (FGTS and INSS), representation funds and health plan.

Copel is a joint-stock company, with open capital, constituted as a corporation, without controlling shareholder and with legal personality under private law, with shares of 3 classes: common share with the right to 1 vote per share in any vote, preferred share with the right to 1 vote per share on specific topics listed in the Bylaws, and a special class preferred share held exclusively by the State of Paraná. Its corporate structure can be consulted on the Copel website.

Copel has a list of corporate policies that govern all processes and guide decision-making, among which the following stand out: Sustainability Policy; Corporate Governance Policy; Integrated Corporate Risk Management Policy; Information Security Policy; People Management Policy; and Occupational Health and Safety Policy.