Common use of Executive Board Clause in Contracts

Executive Board. (a) The Executive Board (the “Board”) shall be responsible for the conduct of the business of the Institute. (i) Primary Members shall each appoint two Members to the Board and two Alternate Members to act for the Member when the Member is unable to serve. Each Contributing Member shall appoint one Member to the Board and an Alternate Member to act for the Member when the Member is unable to serve. (ii) The JVI Director shall serve as an ex officio Member of the Board, but shall not exercise a vote. (c) The Board shall elect a Chairman and a Vice-Chairman annually, provided that: (i) The Chairman shall be elected from among the representatives of the Primary Members, on a rotating basis among Primary Members; and (ii) The Vice-Chairman shall be elected from among the representatives of Contributing Members, if any, on a rotating basis among Contributing Members, and otherwise among Primary Members. (d) The Board shall meet at least once a year. Meetings of the Board shall be called by the Chairman as required or when requested by at least two Members of the Board. (e) A majority of Members of the Board shall constitute a quorum for any meeting of the Board. (f) Decisions of the Board shall normally be taken by consensus. If a decision of the Board cannot be taken by consensus, that decision shall be taken by a majority of votes cast, provided that the following decisions shall be subject to the approval of all Primary Members voting, together with the approval of the Contributing Member if there is only one Contributing Member, or of at least two Contributing Members, if there are two or more Contributing Members, voting: decisions under Article II, paragraph 1, Article IV A, paragraph 3, Article V, paragraph 2(g)(i), Article V, paragraph 2(g)(ii), Article V, paragraph 2(g)(iii), Article V, paragraph 2(g)(iv), Article V, paragraph 2(g)(vi) and Article XVI, paragraph 2. (g) The Board shall: (i) adopt by-laws for the governance of the Institute in accordance with this Agreement, including by-laws for the implementation of the provisions of Article IX, paragraphs 3 and 4; (ii) determine the Institute’s policies and approve its work program; (iii) select the Director, following a proposal by the Primary Members, and the external auditor of the Institute; (iv) approve the Institute’s annual budget, audited financial statements and reports; (v) appoint members of the Advisory Committee; and (vi) approve agreements to be concluded under Article VIII.

Executive Board. (a) The Executive Board (the “Board”) shall be responsible for the conduct of the business of the Institute. (i) Primary Members shall each appoint two Members to the Board and two Alternate Members to act for the Member when the Member is unable to serve. Each Contributing Member shall appoint one Member to the Board and an Alternate Member to act for the Member when the Member is unable to serve. (ii) The JVI Director shall serve as an ex officio Member of the Board, but shall not exercise a vote. (c) The Board shall elect a Chairman and a Vice-Chairman annually, provided that: (i) The Chairman shall be elected from among the representatives representa- tives of the Primary Members, on a rotating basis among Primary Members; and (ii) The Vice-Chairman shall be elected from among the representatives rep- resentatives of Contributing Members, if any, on a rotating basis among Contributing Members, and otherwise among Primary Members. (d) The Board shall meet at least once a year. Meetings of the Board shall be called by the Chairman as required or when requested by at least two Members of the Board. (e) A majority of Members of the Board shall constitute a quorum for any meeting of the Board. (f) Decisions of the Board shall normally be taken by consensus. If a decision of the Board cannot be taken by consensus, that decision deci- sion shall be taken by a majority of votes cast, provided that the following decisions shall be subject to the approval of all Primary Members voting, together with the approval of the Contributing Member if there is only one Contributing Member, or of at least two Contributing Members, if there are two or more Contributing Members, voting: decisions under Article II, paragraph 1, Article IV A, paragraph 3, Article V, paragraph 2(g)(i), Article V, paragraph para- graph 2(g)(ii), Article V, paragraph 2(g)(iii), Article V, paragraph 2(g)(iv), Article V, paragraph 2(g)(vi) and Article XVI, paragraph para- graph 2. (g) The Board shall: (i) adopt by-laws for the governance of the Institute in accordance accor- dance with this Agreement, including by-laws for the implementation im- plementation of the provisions of Article IX, paragraphs 3 and 4; (ii) determine the Institute’s policies and approve its work program; (iii) select the Director, following a proposal by the Primary Members, and the external auditor of the Institute; (iv) approve the Institute’s annual budget, audited financial statements and reports; (v) appoint members of the Advisory Committee; and (vi) approve agreements to be concluded under Article VIII.

Executive Board. The Company shall have an executive board (aDiretoria) (the “Executive Board”). The Executive Board shall consist of the following voting members: (i) the chief executive officer (the “BoardCEO”) shall be responsible for the conduct of the business of the Institute. (i) Primary Members shall each appoint two Members to the Board and two Alternate Members to act for the Member when the Member is unable to serve. Each Contributing Member shall appoint one Member to the Board and an Alternate Member to act for the Member when the Member is unable to serve. ); (ii) The JVI Director shall serve as an ex officio Member the chief financial officer (the “CFO”); (iii) the chief mobility officer, who will be in charge of the Board, but shall not exercise a vote. mobility businesses operated by the Company and its Subsidiaries (cthe “CMO (Mobility)”); (iv) The Board shall elect a Chairman and a Vice-Chairman annually, provided that: (i) The Chairman shall be elected from among the representatives chief operating officer in respect of the Primary Membersagribusiness operation, on a rotating basis among Primary Memberswho will be in charge of the agribusiness activities held by the Company and its Subsidiaries, including the Sugar and Ethanol Co (the “COO (Sugar and Ethanol)”); and (iiv) The Vice-Chairman shall the investor relations officer, who will be elected from among in charge of providing information to the representatives investors, the Brazilian Securities and Exchange Commission (CVM) and the stock exchange, as well as representing the Company before any institutional entity or regulatory body regulating or acting in the national and/or international securities market (“Investor Relations Officer”); (vi) the chief legal officer, who will be in charge of Contributing Memberssupervising the Company's legal matters and activities, if any, on a rotating basis among Contributing Membersdirecting and coordinating the legal consultancy and advisory activities, and otherwise among Primary Members. coordinating and supervising the hiring of external professionals to provide legal services to the Company (d) The Board shall meet “Chief Legal Officer”); and such additional members as may be determined by approval of at least once a year. Meetings six members of the Supervisory Board shall be called by (if the Chairman as required Supervisory Board comprises eight members) or when requested by at least two Members ten members of the Board. Supervisory Board (e) A majority of Members if the Supervisory Board comprises fourteen members); provided that at no time shall there be more than eight members of the Board shall constitute a quorum for any meeting Executive Board. All members of the Board. Executive Board (fother than CEO) Decisions report directly to the CEO. The positions of CFO and Investor Relations Officer may be accumulated by one member of the Board shall normally be taken by consensus. If a decision of the Board cannot be taken by consensus, that decision shall be taken by a majority of votes castExecutive Board, provided that the following decisions shall be subject accumulation of positions does not entitle to such member of Executive Board the approval of all Primary Members voting, together with the approval vote twice at Meetings of the Contributing Member if there is only one Contributing Member, or of at least two Contributing Members, if there are two or more Contributing Members, voting: decisions under Article II, paragraph 1, Article IV A, paragraph 3, Article V, paragraph 2(g)(i), Article V, paragraph 2(g)(ii), Article V, paragraph 2(g)(iii), Article V, paragraph 2(g)(iv), Article V, paragraph 2(g)(vi) and Article XVI, paragraph 2. (g) Executive Board. The Board shall: (i) adopt by-laws for the governance of the Institute in accordance with this Agreement, including by-laws for the implementation of the provisions of Article IX, paragraphs 3 and 4; (ii) determine the Institute’s policies and approve its work program; (iii) select the Director, following a proposal by the Primary Members, and the external auditor of the Institute; (iv) approve the Institute’s annual budget, audited financial statements and reports; (v) appoint members of the Advisory Committee; and Executive Board and all Joint Venture staff shall serve the interests of the Joint Venture, and no such member shall be deemed to represent any particular Shareholder. Each member of the Executive Board shall be an executive of the Company. Subject to Erro! Fonte de referência não encontrada., Section 6.06(a), Section 6.06(d) and Section 6.06(e) each member of the Executive Board shall serve for a term of two years (vi) approve agreements subject in each case to be concluded under Article VIIIre-election).

Executive Board. (a) The Executive Board shall be composed of 18 members and up to 18 alternate members, elected from the Members of the Fund at the annual session of the Governing Council. The seats in the Executive Board shall be distributed by the Governing Council from time to time and specified in Schedule II to this Agreement. The members of the Executive Board and their 1) The allocation of votes shall be in accordance with the basic principles approved by the Governing Council in the Report of the Special Committee and, in particular, paragraph 5 thereof. The Governing Council, at each replenishment, will adopt a resolution dealing with the replenishment and the distribution of votes among Members of the Governing Council and the Executive Board for each replenishment period from the Fourth Replenishment onwards. The resolution on the Fourth Replenishment will contain details of the votes distributed to Members up to the end of the Third Replenishment period. alternates, who may vote only in the absence of a member, shall be elected and appointed in accordance with the procedures set forth in Schedule II hereto, which forms an integral part of this Agreement. (b) Members of the “Board”Executive Board shall serve for a term of three years. (c) The Executive Board shall be responsible for the conduct of the business general operations of the Institute. (i) Primary Members shall each appoint two Members to the Board and two Alternate Members to act for the Member when the Member is unable to serve. Each Contributing Member shall appoint one Member to the Board and an Alternate Member to act for the Member when the Member is unable to serve. (ii) The JVI Director shall serve as an ex officio Member of the Board, but shall not exercise a vote. (c) The Board shall elect a Chairman and a Vice-Chairman annually, provided that: (i) The Chairman shall be elected from among the representatives of the Primary Members, on a rotating basis among Primary Members; and (ii) The Vice-Chairman shall be elected from among the representatives of Contributing Members, if any, on a rotating basis among Contributing MembersFund, and otherwise among Primary Membersfor this purpose shall exercise the powers given to it by this Agreement or delegated to it by the Governing Council. (d) The Executive Board shall meet at least once a year. Meetings as often as the business of the Board shall be called by the Chairman as required or when requested by at least two Members of the BoardFund may require. (e) A majority The representatives of Members a member or of an alternate member of the Executive Board shall constitute a serve without remuneration from the Fund. However, the Governing Council may decide the basis on which reasonable travel and subsistence expenses may be granted to one such representative of each member and of each alternate member. (f) A quorum for any meeting of the Board. (f) Decisions Executive Board shall be constituted by members exercising two-thirds of the Board shall normally be taken by consensus. If a decision of the Board cannot be taken by consensus, that decision shall be taken by a majority of total votes cast, provided that the following decisions shall be subject to the approval of all Primary Members voting, together with the approval of the Contributing Member if there is only one Contributing Member, or of at least two Contributing Members, if there are two or more Contributing Members, voting: decisions under Article II, paragraph 1, Article IV A, paragraph 3, Article V, paragraph 2(g)(i), Article V, paragraph 2(g)(ii), Article V, paragraph 2(g)(iii), Article V, paragraph 2(g)(iv), Article V, paragraph 2(g)(vi) and Article XVI, paragraph 2its members. (g) The Board shall: (i) adopt by-laws for the governance of the Institute in accordance with this Agreement, including by-laws for the implementation of the provisions of Article IX, paragraphs 3 and 4; (ii) determine the Institute’s policies and approve its work program; (iii) select the Director, following a proposal by the Primary Members, and the external auditor of the Institute; (iv) approve the Institute’s annual budget, audited financial statements and reports; (v) appoint members of the Advisory Committee; and (vi) approve agreements to be concluded under Article VIII.