The Board of Directors of Novabase is composed of a total number of 8 directors, of which 2 are directors with delegated powers (managing directors), 1 director with special responsibilities (“encargos especiais”), and the remaining, about 62.5%, called “non-executive directors” (such percentage being quite representative and high). The non-executive directors are, in accordance with the law and with Novabase’s governance model, responsible for supervising the performance of the executive directors.
In turn, the Company's Supervisory Board is also a body with the powers to supervise and monitor the Board of Directors, which is composed entirely of independent members (Novabase is thus beyond the legal requirements for a minimum number of independent members in this body).
In the context of the above, Novabase understands that the monitoring function is duly taken into account in the Company's governance model and, in particular, that the non-executive members of Novabase's Board of Directors correspond to a sufficient number of non-executive members to efficiently ensure the functions entrusted to them, as it guarantees the effective capacity to monitor, supervise and evaluate the activity of the remaining members of the Board.
Therefore, and considering the comparative dimension of the Company and the governance model, Novabase understands that the number of non-executive members of the Board of Directors, as well as the number of members of the supervisory body, is appropriate to the size of the Company and to the complexity of the risks inherent to its activity, since it seems to be a sufficient number to ensure with independence and efficiency the functions that are assigned to them.