Report of Foreign Issuer (6-k)
May 30 2017 - 10:31AM
Edgar (US Regulatory)
UNITED STATES
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
Dated May 30, 2017
Commission File Number: 1-15018
Fibria Celulose S.A.
Fidêncio Ramos, 302 3rd and (part of) 4th floors
Edifício Vila Olímpia, Torre B, Bairro Vila Olímpia
04551-010, São Paulo, SP, Brazil
(Address of principal executive offices)
(Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.)
Form 20-F:
x
Form 40-F:
o
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1)):
Yes:
o
No:
x
(Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7)):
Yes:
o
No:
x
(Indicate by check mark whether the registrant by furnishing the information contained in this Form, the Registrant is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934.)
Yes:
o
No:
x
If Yes is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b):
FIBRIA CELULOSE S.A.
CNPJ/MF n.º 60.643.228/0001-21
NIRE 35.300.022.807
(a publicly held company)
MINUTES OF THE EXTRAORDINARY BOARD OF DIRECTORS´ MEETING
HELD ON MAY 18, 2017
1. Date, time and place:
Held on May 18, 2017, at 08:30 a.m., at Rua Fidêncio Ramos, 302, 4
th
floor, Tower B, Building Vila Olímpia Corporate, Vila Olímpia, in the City of São Paulo, State of São Paulo
2. Call notice:
The Board of Directors members were duly called pursuant to item 6 of its Rules of Procedures.
3. Attendance:
The majority of the sitting members of the Companys Board of Directors in attendance: Messrs. José Luciano Duarte Penido (Chairman of the Board of Directors), Alexandre Gonçalves Silva, Carlos Augusto Lira Aguiar, João Carvalho de Miranda (Vice-Chairman of the Board of Directors), João Henrique Batista de Souza Schmidt, Marcos Barbosa Pinto, Paulo Fernando Fleury da Silva e Souza and Raul Calfat. The absence of the member Mr. Ernesto Lozardo was justified. Mr. Lozardo was replaced, in accordance with the terms of Item 4 of the Board of Directors´ Internal Rules, by his alternate Mr. Leonardo Mandelblatt de Lima Figueiredo.
4. Meeting Board
: Mr. José Luciano Duarte Penido Chairman.
Mrs. Claudia Elisete Rockenbach Leal Secretary.
5. Agenda:
Deliberate on (i) the appointment of the members of the Advisory Committees to the Companys Board of Directors; and (ii) the ratification of the composition of the Company´s Statutory Audit Committee.
6. Resolutions
: After discussion and analysis of the matters included on the agenda, the following resolutions were passed without reservations and/or qualifications, by the unanimous vote of the Directors:
(i)
Advisory Committees
Approve the composition of the Advisory Committees to the Companys Board of Directors, as described below, whose term of office will always match with the term of the members of Board of Directors, that is, until the date of the General Ordinary Shareholders´ Meeting which deliberates on the Company´s financial statements of the fiscal year ended on December 31, 2018.
2
FINANCIAL COMMITTEE
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Coordinator:
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Sergio Augusto Malacrida Jr.
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Members:
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Ernesto Lozardo
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Leonardo Mandelblatt de Lima Figueiredo
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Marcos Barbosa Pinto
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Secretary:
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Marcelo Campos Habibe
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Invited:
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Guilherme Perboyre Cavalcanti
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INNOVATION COMMITTEE
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Coordinator:
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Carlos Augusto Lira Aguiar
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Members:
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João Henrique Batista de Souza Schmidt
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Eduardo Rath Fingerl
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José Luciano Duarte Penido
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Marcelo Strufaldi Castelli
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Raul Calfat
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Secretary:
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Vinícius Nonino
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Invited:
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Fernando Bertolucci
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PERSONEL AND REMUNERATION COMMITTEE
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Coordinator:
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Alexandre Gonçalves Silva
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Members:
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Gilberto Lara Nogueira
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João Batista Ferreira Dornellas
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José Luciano Duarte Penido
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Secretary:
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Luiz Fernando Torres Pinto
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SUSTAINABILITY COMMITTEE
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Coordinator:
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José Luciano Duarte Penido
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Members:
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Ailton Alves Lacerda Krenak
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Carlos Alberto de Oliveira Roxo
Claudio Valladares Pádua
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Maria Aparecida Silva Bento
João Carvalho de Miranda
Sergio Besserman Vianna
Sergio Eduardo Weguelin Vieira
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Secretary:
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Maria Luiza de Oliveira Pinto e Paiva
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3
Invited:
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Aires Galhardo
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Paulo Ricardo Silveira
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(ii)
Statutory Audit Committee CAE
Ratify the composition of the Statutory Audit Committee, which the term of office will follow the established on article 29, paragraph 2 of the Companys Bylaws, ending on May, 2018.
STATUTORY AUDIT COMMITTEE CAE
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Coordinator and member:
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Julio Sergio de Souza Cardozo
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Members and financial specialist:
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José Écio Pereira da Costa Junior
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Member:
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Maria Paula Soares Aranha
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Secretary:
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Adjarbas Guerra Neto
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The Board of Directors certifies and recognizes the independence of the members of the Statutory Audit Committee described above, as well certifies that
its members are in comply with the requirements of the CVM Instruction No. 509/2011.
7. Closing:
There being nothing else to address, the meeting was closed and these minutes were drawn, read, found to be accurate, approved and signed by all the members of the Board. Attendance: José Luciano Duarte Penido (Chairman of the Board of Directors); Alexandre Gonçalves Silva; Carlos Augusto Lira Aguiar; João Carvalho de Miranda (Vice-Chairman of the Board of Directors); João Henrique Batista de Souza Schmidt, Leonardo Mandelblatt de Lima Figueiredo, Marcos Barbosa Pinto, Paulo Fernando Fleury da Silva e Souza, Raul Calfat, and, also, Claudia Elisete Rockenbach Leal Secretary.
I hereby certify that the present minutes are a true copy of the original which is filed at the Companys headquarters.
São Paulo, May 18, 2017.
Signatures:
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José Luciano Duarte Penido
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Claudia Elisete Rockenbach Leal
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Chairman
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Secretary
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4
SIGNATURES
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
: May 30, 2017
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Fibria Celulose S.A.
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By:
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/s/ Guilherme Perboyre Cavalcanti
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Name:
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Guilherme Perboyre Cavalcanti
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Title:
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CFO and IRO
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5
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