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____.
Company Registry (NIRE): 35.300.186.133
Corporate Taxpayer ID (CNPJ/MF): 02.429.144/0001-93
MINUTES OF THE 354th MEETING OF THE BOARD OF DIRECTORS
HELD ON OCTOBER 25th, 2018 IN CAMPINAS, SP – BRASIL
AND ON OCTOBER, 26th, 2018 IN BEIJING - CHINA
1. DATE, TIME AND PLACE: At 10:00 p.m., Brazilian time, on October, 25th, 2018 at Engenheiro Miguel Noel Nascentes Burnier Road, nº.1755, Km 2.5, in the city of Campinas, state of São Paulo and 09:00 a.m., Chinese time, on October, 26th, 2018, at N. 08, Xuanwumennei Street, Xicheng Distric, Beijing, China.
2. CALL NOTICE: The meeting was called pursuant to Paragraph 2nd, Article 17 of the Bylaw of CPFL Energia.
3. ATTENDANCE: All the members of the Board of Directors (“Board”), pursuant to Paragraph 1st, Article 17 of the Bylaw.
4. PRESIDING BOARD: Chairman – Bo Wen and Secretary – Gustavo Sablewski.
5. MATTERS DISCUSSED AND RESOLUTIONS TAKEN BY UNANIMOUS VOTE:
The reading of the Agenda was waived as all those present were aware of its contents. The directors also resolved that these minutes will be drawn up in summary form, with the right to submit opinions and dissensions, which will be filed at the headquarters of the Company, and the publication of these minutes without the signatures of the directors and the suppression of strategic and/or confidential information.
After discussing and examining the items on the Agenda, the Directors, by unanimous vote of those present, resolved:
(i)To take cognizance of the managerial highlights and material facts occurred since the last Ordinary meeting of the Board of Directors, as reported by the Chief Executive Officer.
(ii) To recommend, in terms of Resolution N. 2018150-C, the favorable vote to its representatives on the Board of Directors of CPFL Energias Renováveis S.A. (“CPFL Renováveis”), to approve the increase of the individual compensation of some of the directors of CPFL Renováveis, with no change in the annual global compensation fixed by the Company's General Shareholders’ Meeting for the fiscal year of 2018.
The following items were presented: (a) Strategic Planning 2019-2023; (b) Report of Annual Tariff Readjustments (CPFL Piratininga); (c) Business Development Follow Up; (d) Monthly Results (September/2018); (e) Monthly Health and Safety Report; and (f) Pipeline (October/Dec).
6. CLOSURE: There being no further business to discuss, the meeting was closed and these minutes were drawn up, read, approved and signed by all present members and the secretary. Mr. Bo Wen (Chairman), Mr. Shirong Lyu, Mr. Yang Qu, Mr. Andre Dorf, Mr. Yumeng Zhao, Mr. Antonio Kandir, Mr. Marcelo Amaral Moraes, Mr. Gustavo Sablewski (Secretary).
For legal purposes, the Portuguese version shall prevail.
I hereby certify that this is copy of the original minutes drawn up in the Board of Directors' Meetings Book.
Campinas, October, 25th, 2018.
Beijing, October, 26th, 2018.
Bo Wen
(Chairman)
Gustavo Sablewski
(Secretary)
CPFL ENERGIA S.A. | ||
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By: |
/S/ GUSTAVO ESTRELLA
|
Name: Title: |
Gustavo Estrella Chief Financial Officer and Head of Investor Relations |
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 of future 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.