SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 6-K
Report of Foreign Private Issuer
Pursuant to Rule 13a-16 or 15d-16 of the
Securities Exchange Act of 1934
For the month of August, 2022
Commission File Number 1-34129
CENTRAIS ELÉTRICAS BRASILEIRAS S.A.
- ELETROBRÁS
(Exact name of registrant as specified in its
charter)
BRAZILIAN ELECTRIC POWER COMPANY
(Translation of Registrant's name into English)
Rua da Quitanda, 196 – 24th floor,
Centro, CEP 20091-005,
Rio de Janeiro, RJ, Brazil
(Address of principal executive office)
Indicate by check mark whether the registrant
files or will file annual reports under cover Form 20-F or Form 40-F.
Form 20-F ___X___ Form 40-F _______
Indicate by check mark whether the registrant
by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule
12g3-2(b) under the Securities Exchange Act of 1934.
Yes _______ No___X____
| | 1 CA/CAAS Rua da Quitanda, nº 196, 25º andar. 22210-030 Rio de Janeiro - RJ RCA 944, of 08.05.2022. |
| | |
CERTIFICATE
MINUTES OF THE NINE HUNDRED AND FORTY-FORTH MEETING
OF THE BOARD OF DIRECTORS OF CENTRAIS ELÉTRICAS BRASILEIRAS S.A. – ELETROBRAS
NIRE 53300000859/CNPJ no. 00001180/0001-26
We hereby certify, for all due purposes, that
the 944th meeting of the Board of Directors of Centrais Elétricas Brasileiras S.A. – Eletrobras (“Company” or
“Eletrobras”) was held on the fifth of August of the year two thousand and twenty-two, at 06:20 pm and the work was concluded
at 08:40 pm. The meeting took place at Eletrobras´ headquarters, located at Rua da Quitanda, nº 196, 25º andar, Centro,
Rio de Janeiro – RJ. The call notice was given on the thirtieth of July of the year two thousand and twenty-two, as provided in
the Articles of Incorporation. Director IVAN DE SOUZA MONTEIRO (ISM) assumed as chairman of the face-to-face meeting. Directors CARLOS
EDUARDO RODRIGUES PEREIRA (CRP), DANIEL ALVES FERREIRA (DAF), FELIPE VILLELA DIAS (FVD), MARCELO DE SIQUEIRA FREITAS (MSF), MARISETE FÁTIMA
DADALD PEREIRA (MFP), PEDRO BATISTA DE LIMA FILHO (PBL) and VICENTE FALCONI CAMPOS (VFC) attended the meeting in person. Director MARCELO
GASPARINO DA SILVA (MGS) participated in the conclave remotely through videoconference. Governance Secretary BRUNO KLAPPER LOPES (BKL)
acted as secretary with support from the Advisor of the Board of Directors FERNANDO KHOURY FRANCISCO JUNIOR (FKJ). The President's Legal
Advisor JOSÉ EDUARDO GUIMARÃES BARROS (JGB) and the Coordinator of the Statutory Audit and Risk Committee – CAE JERÔNIMO
ANTUNES (JEA) participated in the meeting as guests. QUOROM TO OPEN THE MEETING AND TO PASS RESOLUTIONS: As prescribed in art.
29, head provision, of Eletrobras' Articles of Incorporation, the resolutions of this conclave must be opened with the presence of the
majority of its members, and its resolutions must be passed, as a general rule, by the majority of those present. The meeting was held
with the presence of nine members, in compliance with the minimum quorum of six members in order to open the meeting and with a minimum
quorum of five members for passing resolutions, except in cases where there is an explicit record of changes in the quorum of those present
at the time of the resolution. The prior declaration of conflict of interest by the Director and/or his/her momentary absence from the
conclave entail their removal for the purpose of calculating the respective minimum quorum for resolution. INITIAL CONSIDERATIONS:
At the opening of the conclave, Governance Secretary BKL welcomed the newly appointed members, elected at the 182nd Extraordinary General
Meeting of Eletrobras held on 08.05.2022, summarized the matters on the agenda and clarified specific doubts related to the dynamics and
agenda of the meeting. Subsequently, Governance Secretary BKL gave the floor to each of the Directors, who gave brief considerations on
their academic backgrounds, technical specializations and previous professional experiences, in order to assist in the election for the
new chairperson of the Board of Directors and in the reorganization of the advisory committees. DECISIONS: DEL-119/2022. Election
of the Chairman of the Board of Directors and his/her deputy. The Board of Directors of Centrais
Elétricas Brasileiras S.A. – Eletrobras, in the use of its attributions, and based on the rapporteur's report and based on
art. 32, paragraph 4, of Eletrobras' Articles of Incorporation and in item 3.3 of the Bylaws of the Board of Directors, RESOLVED: 1. to
approve the election of Director IVAN DE SOUZA MONTEIRO, Brazilian, married under a partial community property regime, executive, holder
of identity card no. 048345649, issued by Detran-RJ, registered under CPF no. 667.444.077-91, resident and domiciled at Rua Joaquim Nabuco,
154 – apto 802, Copacabana, Rio de Janeiro – Zip Code 22080-060, to exercise the role of Chairman of the Board of Directors
of Eletrobras during the term of unified management from 08.05.2022 until the Ordinary General Meeting of 2025, without prejudice to the
analogous extension of the term referred to in art. 28 of the Articles of Incorporation; 2. to approve the election of Director VICENTE
FALCONI CAMPOS, Brazilian, widower, engineer, holder of identity card no. 1.476.273, issued by SSP/MG, registered under CPF no. 000.232.216-15,
resident and domiciled at Rua Fausto Nunes Vieira, 40 – Apto. 1500 - Belvedere – Belo Horizonte/MG – Zip Code 30.320-590,
to exercise the role of deputy to the Chairman of the Board of Directors of Eletrobras during the unified management period from 08.05.2022
until the Ordinary General Meeting of 2025, without prejudice to the analogous extension of the period referred to in art. 28 of the Articles
of Incorporation; 3. determine that
| | 2 CA/CAAS Rua da Quitanda, nº 196, 25º andar. 22210-030 Rio de Janeiro - RJ RCA 944, of 08.05.2022. |
| | |
this Resolution produces immediate effects;
4. determine that Governance and Compliance – DCG, Investor Relations – DFR, People Management – DSP, Information Technology
– DSI, Communication – DRC, Global Coordination of the CSC – DSC, Information Technology – DSCC, Personnel Administration
– DSCR, General Office – PRGS and the Governance Office - CAAS, each in their respective scope of action, adopt the necessary
measures to comply with this Resolution. Quorum to pass resolutions: Unanimity. The absence of Directors ISM and VFC in the discussion
and resolution period of their respective elections was recorded, and said Directors previously raised a conflict of interest, pursuant
to art. 26, head provision, and paragraph 1 of Eletrobras’ Articles of Incorporation. After the votes and the result of the decision
were collected, Directors ISM and VFC thanked everyone for their trust and expressed their acceptance of the duties conferred upon them
in this resolution. DEL-120/2022. Election
of the President and the Director of Regulation and Institutional Relations of Eletrobras to complete the term of unified management of
two years (07.26.2021 to 07.26.2023). The Board of Directors
of Centrais Elétricas Brasileiras S.A. – Eletrobras, in the use of its attributions, and based on the rapporteur's report,
RESOLVED: 1. to approve the election of Mr. WILSON PINTO FERREIRA JUNIOR,
Brazilian, divorced, electrical engineer, holder of identity card no. 10.500.091-7, issued by SSP/SP, registered under CPF no. 012.217.298-10,
resident and domiciled at Avenida Engenheiro José Francisco Bento Homem de Melo nº. 1155 – casa 28, bairro Fazenda São
Quirino, Campinas, SP, for the position of President of Eletrobras, in conclusion to the term of unified
management from 07.26.2021 to 07.26.2023, pursuant to art. 36, XVIII, and art. 43, both from the Articles of Incorporation and without
prejudice to the provisions of art. 28, head provision, of ELETROBRAS’ Articles of Incorporation, subject to the effectiveness of
the election and the investiture in the position to (i) the favorable opinion of the Statutory People, Eligibility, Succession and Remuneration
Committee – CPES; (ii) signature of the term of investiture until 09.20.2022, as provided for in art. 149, paragraph 1, of Law no.
6.404/76; 2. approve the election of Mr. RODRIGO LIMP NASCIMENTO, Brazilian, married under the partial
community property regime, under the terms of the partial community property marriage certificate, engineer, holder of identity card no.
12681309, issued by SSP/MG, registered under CPF no. 066.139.846-39, resident and domiciled at Rua General
Artigas nº 361, apto. 603, Leblon, Rio de Janeiro-RJ, Zip Code: 22.441-140, for the position of Director of Regulation and Institutional
Relations of Eletrobras, in conclusion to the term of unified management from 07.26.2021 to 07.26.2023, pursuant to art. 36, XVIII,
and art. 43, both from the Articles of Incorporation and without prejudice to the provisions of art. 28, head provision, of ELETROBRAS´
Articles of Incorporation, conditioning the effectiveness of the election and the investiture in the position to the signing of the term
of investiture until 09.20.2022, as provided for in art. 149, paragraph 1, of Law no. 6.404/76; 3. determine that Corporate Governance
– DCAG, Business Excellence – DSAE, Investor Relations – DFR, People Management – DSP, Information Technology
– DSI, Communication – PRC, General Office – PRGS, and the Governance Office of the Board of Directors – CAAS,
each in their respective scope of action, take the necessary measures to comply with this Resolution. Quorum to pass resolutions:
Unanimity. DEL-121/2022. Election of members to the Statutory Strategy, Governance and Sustainability Committee – CEGS and to
the Statutory People, Eligibility, Succession and Compensation Committee – CPES.The Board of Directors of Centrais Elétricas
Brasileiras S.A. – Eletrobras, in the use of its attributions, and based on the rapporteur's report, RESOLVED: 1. to elect Directors
MARCELO GASPARINO DA SILVA, MARISETE FÁTIMA DADALD PEREIRA, PEDRO BATISTA DE LIMA FILHO and VICENTE FALCONI CAMPOS to the positions
of members of the Statutory Strategy, Governance and Sustainability Committee - CEGS, with a term of management linked to their respective
term of unified management of Eletrobras' Board of Directors, pursuant to item 2.2 of the CEGS´ Bylaws, subject to the investiture
of the respective term of investiture; 2. ratify the following composition of members for CEGS:
| | 3 CA/CAAS Rua da Quitanda, nº 196, 25º andar. 22210-030 Rio de Janeiro - RJ RCA 944, of 08.05.2022. |
| | |
Director CARLOS EDUARDO RODRIGUES PEREIRA – Member (elected on 04.30.2021 by DEL-089/2021) |
Management term: Until AUG 2023 (linked to their term of management in the Board of Directors) |
Director MARCELO GASPARINO DA SILVA – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
Director MARISETE FÁTIMA DADALD PEREIRA – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
Director PEDRO BATISTA DE LIMA FILHO – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
Director VICENTE FALCONI CAMPOS – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
3. to elect Directors MARCELO SIQUEIRA FREITAS,
FELIPE VILLELA DIAS (FVD), PEDRO BATISTA DE LIMA FILHO and VICENTE FALCONI CAMPOS to the positions of the Statutory People, Eligibility,
Succession and Sustainability Committee - CPES, with a term of management linked to their respective term of unified management of Eletrobras'
Board of Directors, pursuant to item 2.2 of CPES´ Bylaws and investiture shall be contingent upon the signature of the respective
term of office; 4. to elect ANA SILVA CORSO MATTE to the position of external member of the Statutory People, Eligibility, Succession
and Remuneration Committee - CPES, with a term of management of two years, as of 08.05.02022, pursuant to item 2.1 of the CPES´
Bylaws and investiture shall be contingent upon the signature of the respective term of office 5. establish, on a temporary basis, the
remuneration of external members of the CPES at an amount equivalent to the remuneration currently practiced for a member of Eletrobras´
Board of Directors and authorizing the respective transfer of funds from the overall remuneration approved at Eletrobras' 62nd General
Shareholders' Meeting, pursuant to article 2.1 of Eletrobras´ Bylaws. 34, of the Articles of Incorporation, in order to create the
specific remuneration for external members of the CPES, observing the maximum limit of overall remuneration; 6. ratify the following composition
of members for the CPES:
Director MARCELO SIQUEIRA FREITAS – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
Director PEDRO BATISTA DE LIMA FILHO – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
ANA SILVIA CORSO MATTE – External Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: 08.05.2022 to 08.05.2024 |
FELIPE VILLELA DIAS – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
Director VICENTE FALCONI CAMPOS – Member (elected on 08.05.2022 by DEL-121/2022) |
Term of management: Until AUG 2025 (linked to their term of management in the Board of Directors) |
| | 4 CA/CAAS Rua da Quitanda, nº 196, 25º andar. 22210-030 Rio de Janeiro - RJ RCA 944, of 08.05.2022. |
| | |
7. Revoke all provisions to the contrary;
8. determine that the General Office – PRGS and the Governance Office of the Board of Directors – CAAS, Communication –
PRC, Investor Relations – DFR, Governance and Compliance – DCG, People Management – DSP, Personnel Administration –
DSCR, each within its scope of action, adopt the necessary measures to comply with this Resolution. Quorum to pass resolutions: Unanimity,
recorded the abstentions of Directors FVD, PBL, MSF, MGS, MFP and VFC, with regard only to their respective indications. This certificate
is drawn up and signed by Governance Secretary BRUNO KLAPPER LOPES (BKL).
Rio de Janeiro, August 08, 2022.
BRUNO KLAPPER LOPES
Governance Secretary
SIGNATURE
Pursuant to the requirements of the
Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto
duly authorized.
Date: August 12, 2022
CENTRAIS ELÉTRICAS BRASILEIRAS S.A. - ELETROBRÁS |
|
|
|
By: |
/S/ Elvira
Baracuhy Cavalcanti Presta
|
|
|
Elvira Baracuhy Cavalcanti Presta
CFO and Investor Relations Officer |
|
FORWARD-LOOKING STATEMENTS
This press release may contain forward-looking statements.
These statements are statements that are not historical facts, and are based on management's current view and estimates offuture
economic circumstances, industry conditions, company performance and financial results. The words "anticipates", "believes",
"estimates", "expects", "plans" and similar expressions, as they relate to the company, are intended
to identify forward-looking statements. Statements regarding the declaration or payment of dividends, the implementation of principal
operating and financing strategies and capital expenditure plans, the direction of future operations and the factors or trends
affecting financial condition, liquidity or results of operations are examples of forward-looking statements. Such statements reflect
the current views of management and are subject to a number of risks and uncertainties. There is no guarantee that the expected
events, trends or results will actually occur. The statements are based on many assumptions and factors, including general economic
and market conditions, industry conditions, and operating factors. Any changes in such assumptions or factors could cause actual
results to differ materially from current expectations.
Centrais Eletricas Brasi... (NYSE:EBR.B)
Historical Stock Chart
Von Jun 2024 bis Jul 2024
Centrais Eletricas Brasi... (NYSE:EBR.B)
Historical Stock Chart
Von Jul 2023 bis Jul 2024