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Governance

“Reference for international cooperation between nations”

Itaipu Binational is governed by the Treaty of Itaipu and its Annexes A (Statutes), B and C, entered into between Brazil and Paraguay in 1973. The Treaty and its Annexes, and subsequent diplomatic agreements (Notes) define the control of the company. In the case of specific matters, there may be compliance with the internal laws of one or another country, provided they are compliant with the Treaty.

The top management of the company is composed of the Board of Directors and the Executive Board, formed by Brazilians and Paraguayans in equal numbers and appointed by the respective governments. Advisors are independent and there are no specifications regarding their professional training. They have a four-year term and five-year terms of office, and there may be early replacement or substitution as per government decision. The present composition of the Advisory Department counts on two women, one of each nationality.

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Annex A to the Treaty (Statute), the Bylaws and the Organization Manual are the main documents defining the duties and powers of the Board and the Executive Board. The Advisory Department holds six regular meetings annually and may convene extraordinary meetings at any time. Decisions are made with parity of votes. If there are no equal numbers of Brazilian and Paraguayan advisors in a meeting, a draw is made to define non-voters until an equal number of voters are reached among the countries. A president is elected in each edition, alternating nationalities.

Representatives of the Ministries of Foreign Affairs of the partner countries and the general directors of the company participate in these meetings, but they do not have the right to vote. The Executive Board holds two monthly meetings.

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At each meeting, board members receive a report prepared by the Business Planning Advisory Department of Business Planning, with information on the Company's economic, environmental and social aspects. This document serves as support for one of the Board's tasks to review and approve the business plan, which includes sustainability-related objectives. There are no specific committees to support the Council.

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The business model of Itaipu Binational is considered a reference for international cooperation between nations, with the construction and administration of joint venture.