• Board of Directors
• Board of Executive Officers
• Fiscal Council

Board of Directors

Board of Directors Brookfield Incorporações’s board of directors is dedicated to devising its overall strategic guidelines and, among other things, is responsible for establishing its general business policies and for electing its executive officers and supervising their management. Currently, its board of directors is comprised of five members. The Company’s board of directors meets quarterly or whenever requested by the chairman, or any two members of its board of directors upon five days' advance notice.

Under the Brazilian Corporate Law, each director must hold at least one of the Company’s common shares, may reside outside Brazil, and is elected by the holders of its common shares at the General Meeting or Shareholders. There are no provisions in Brookfield Incorporações’s bylaws restricting (i) a director's power to vote on a proposal, arrangement or contract in which such director is materially interested; or (ii) the ability of its directors to receive borrowings from the Company. However, under the Brazilian Corporate Law, a director is prohibited from (i) voting on any matter that would result in such director having a conflict of interest with Brookfield Incorporações; and (ii) borrowing funds or assets from the Company, without the prior authorization of its annual general meeting of shareholders or board of directors.

Under the Brazilian Corporate Law, shareholders of publicly traded companies, who together have held common shares representing at least 15% of the total share capital for at least three months, are entitled to appoint one member of the board of directors. However, until the annual general shareholders' meeting in 2008, the director to be appointed by any such shareholders will be chosen from a list of names provided by its controlling shareholder.

The members of Brookfield Incorporações’s board of directors serve two-year equal terms, reelection being permitted. The Company’s bylaws do not provide for a mandatory retirement age for its directors.

Board of Directors

Name Position     Luiz Ildefonso Simões Lopes Chairman     Steven James Douglas Vice-Chairman     George Eugene Myhal Board Member     Nicholas Vincent Reade Board Member     Walter Francisco Lafemina Board Member     Luiz Rogélio Tolosa Board Member     Omar Carneiro da Cunha Board Member     Mário Andrade Independent Board Member *     Joel Korn Independent Board Member *     John Lin Independent Board Member *

(*) Independent Board Member according to Novo Mercado terms

Luiz Ildefonso Simões Lopes - Mr. Lopes cumulatively serves as Managing Partner of Brookfield Asset Management Inc., CEO of Brookfield Brasil Ltda., Chairman of the Board of Directors of Brookfield Incorporações S.A. He is also a Member of the boards of directors of COMBRASCAN, DALKIA Brasil S.A., Brookfield Renewable Power and Brookfield Participações Ltda. Previously, he served in director positions at NATIVA Construções Elétricas S.A, Liberal CCTVM, Director and Board of director of Magliano S.A CCVM, Director of Banco FIAT, and FIAT Leasing. He was also a member of the Business Council of Rio de Janeiro State University (UERJ) and of the Board of Directors of the Rio de Janeiro Stock Exchange. Mr. Lopes holds a bachelor's degree in business administration from Moraes Júnior University, with postgraduate studies in the capital markets at the Getúlio Vargas Foundation (FGV).


Steve James Douglas - Mr. Douglas is CEO of Brookfield Properties Corporation, Head of Operations of Brookfield Asset Management Inc. and Vice-Chairman of the Board of Directors of Brookfield Incorporações S.A. He was Vice-CEO and CFO at Falconbridge Limited and Brookfield Properties Corporation, and held several senior executive positions at Brookfield Asset Management Inc. Mr. Douglas is a public accountant certified by the Canadian Institute of Chartered Accountants (CICA).


George Myhal - Mr. Myhal is Senior Managing Partner at Brookfield Asset Management Inc., responsible for the company's strategic planning, business development and securities operations, and is a member of the Board of Directors of Brookfield Incorporações S.A. He has held several senior executive positions at Brookfield Asset Management Inc. since he joined the company in 1981, and played a fundamental role in the development and expansion of the company's business. Mr. Myhal holds a bachelor's degree in applied sciences in industrial engineering from the University of Toronto and is a public accountant certified by the Canadian Institute of Chartered Accountants (CICA).


Nicholas Vincent Reade - Mr. Reade is CEO and a Member of the Board of Directors of Brookfield Incorporações S.A. Previously, he served as Chairman of the Board of Directors of Brookfield Incorporações S.A., as Chairman and Member of the Boards of Directors of Vision Securitizadora S.A. (2007-08) and of Rio Bravo Securitizadora S.A. (2002-07), and as Vice-CEO of Banco Brascan S.A. (1998-02). Before joining Banco Brascan, he was Managing Director at Bear Stearns & Co Inc. (1995-98), responsible for the company’s operations in Brazil, and Statutory Officer at SG Warburg & Co. Ltd. (1990-95), where he began and headed up the bank’s operations in the Mercosul region. At Bear Sterns and Walburg, on the behalf of clients, he carried out a series of international bond and stock issuances as well as several M&A operations worth in excess of US$ 3 billion. Mr. Reade launched his career as an investment analyst at Banco Bozano Simonsen, later becoming the Director responsible for structuring the Brazilian subsidiary of Citicorp Leasing International. He was responsible for developing one of the first private-equity companies in the country, Brasilpar, where he served as Director Superintendent. Later, he became a Group Representative for Brazil at Midland Bank plc and Samuel Montagu & Co. Mr. Read earned a bachelor's degree and master’s degree in economics from the University of Cambridge, and concluded the Advanced Management Program at Harvard University.


Walter Francisco Lafemina - Mr. Lafemina serves as Chief Operating Officer responsible for supervising the Business Units in São Paulo, Rio de Janeiro and the Midwest and as Member of the Board of Directors of Brookfield Incorporações S.A., in which he is a member of the company’s controlling group of shareholders. Mr. Lafemina was the founder of Company S.A. and has more than 30 years of experience in the construction industry. In 1972, he joined Gomes de Almeida Fernandes S.A. as an intern, where he later served as general construction manager from 1975 to 1980. In addition, from 1980 to 1981, he was construction superintendent at Grupo Cronus Indústria e Comércio S.A., where he also was Director of Development and Construction. Mr. Lafemina holds a bachelor's degree in civil engineering from the Armando Álvares Penteado Foundation (FAAP).


Luiz Rogelio Rodrigues Tolosa - Mr. Tolosa is Institutional and Investor Relations Officer, Member of the Board of Directors and a member of the controlling group of shareholders in Brookfield Incorporações S.A. He was Chief Administrative and Financial Officer at Company S.A. for more than 25 years, after which he served as Investor Relations Officer for three years. Mr. Tolosa holds a bachelor's degree in business administration from the São Paulo Business Administration School at the Getúlio Vargas Foundation (EASP-FGV).


Omar Carneiro da Cunha - Mr. da Cunha is partner of DealMaker Consultoria e Participações Ltda., Member of the Board of Directors of Brookfield Incorporações S.A., Chairman of the Board of Directors of Brazil Fast Food Corporation (Bob's), Member of the Board of Directors of Energisa S.A and Charmain of the Board of Directors of Sociedade Brasileira de Cultura Inglesa. He also serves as Alternate Member of the Economic and Social Development Council of the President of the Republic, Member of the Brazil-United States Business Council and first Vice-President of the Brazilian Commercial and Corporate Association Confederation (CACB). Previously, he served as CEO and Vice-Chairman of the Board of Directors of Varig and VarigLog, CEO of AT&T Brasil, Member of the Management Committee of AT&T and CEO of Shell Brasil and Billiton Metais. Mr. da Cunha holds a bachelor’s degree in economics from the School of Political and Economic Sciences of Rio de Janeiro (FCPERJ) and a postgraduate degree in financial administration from the Getúlio Vargas Foundation (FGV).


Mário Andrade - Mr. Andrade is partner at the law firm Ulhôa Canto, Rezende e Guerra Advogados, Independent Member of the Board of Directors of Brookfield Incorporações S.A., Member of the Brazilian Bar Association in the Rio de Janeiro chapter (1980) and the São Paulo chapter (2001) and Member of the Brazilian Association of Financial Law (ABDF) and the International Fiscal Association (IFA). He was attorney and partner at Banco de Investimentos Garantia S.A. (1985-96). Mr. Andrade earned a law degree from Rio de Janeiro State University (1978) and concluded a postgraduate program in economic law at the Institute of Economic Law Studies – IEDE (1983).


Joel Korn - Mr. Korn is the founder and Chairman of WKI Brasil, Partner of Performa Gestão e Participações and an Independent Member of the Board of Directors of Brookfield Incorporações S.A. Previously, in his 25-year career at Bank of America, he served in various executive positions in international divisions, including Regional Executive Head of Mercosur, CEO in Brazil and Argentina, CEO of International Private Banking for Latin America/Caribbean, Senior Representative in Venezuela and Head of the Currency Unit in the Netherlands Antilles. As CEO of the Mercosul region, he was responsible for 65 branch offices involved in the retail and wholesale operations of Bank of America in Argentina, for total assets of US$ 4 billion and a team of approximately 1,500 employees. Mr. Korn is also a member of the Board of private companies in Brazil and is directly involved in Business Associations and Organizations committed to the environment, culture and social activities. He was elected “Business Leader of the Year" in 2005 in Rio de Janeiro state and is a member of the Brazilian Business Leaders Forum. Mr. Korn holds a bachelor's degree in economics from Mackenzie University (São Paulo) and graduated from Harvard Business School (1983).


John Lin - Mr. Lin is managing partner of Fama Private Equity and an Independent Board Member of Brookfield Incorporações S.A. He has vast experience in business consulting, with experience at Accenture, and served as Supply Chain Director and Marketing Director at Procter & Gamble (1990-2000), operating out of Brasil and Asia. He also served as Strategy and New Business Vice-President at Avon América Latina (2003-08), where he formulated and implemented all of the integration and expansion strategies of the regional operations. In addition, he sat on the Board of Directors of Company S.A. Mr. Lin earned a degree in mechanical engineering from the Polytechnic School at the University of São Paulo (USP) and concluded the Advanced Management Program at Wharton, University of Pennsylvania.

Board of Executive Officers

Brookfield Incorporações executive officers are responsible for its day-to-day management. They have individual responsibilities established in the Company’s bylaws and by its board of directors.

Under Brookfield Incorporações’s bylaws, it may have up to eight executive officers that are elected by the board of directors for a three-year term. Any executive officer may be removed by the board of directors at any time prior to the expiration of his or her term.

Board of Executive Officers

Name Position     Nicholas Vincent Reade Chief Executive Officer     Walter Francisco Lafemina Chief Operating Officer     Luiz Rogélio Tolosa Executive Director of Institutional and Investor Relations     Cristiano Gaspar Machado Chief Financial Officer     Denise Goulart Chief Legal Officer     Alessandro Olzon Vedrossi Chief Investment Officer     Gilberto Bernardo Benevides Executive Director of São Paulo Business Unit     Luis Fernando Moura Executive Director of Rio de Janeiro Business Unit     Antonio Fernando Maia Executive Director of the Midwest Business Unit     Marcelo Martins Borba Executive Director     Elias Calil Jorge Executive Director     Luiz Angelo de Andrade Zanforlin Executive Director

Nicholas Vincent Reade - Mr. Reade is CEO and a Member of the Board of Directors of Brookfield Incorporações S.A. Previously, he served as Chairman of the Board of Directors of Brookfield Incorporações S.A., as Chairman and Member of the Boards of Directors of Vision Securitizadora S.A. (2007-08) and of Rio Bravo Securitizadora S.A. (2002-07), and as Vice-CEO of Banco Brascan S.A. (1998-02). Before joining Banco Brascan, he was Managing Director at Bear Stearns & Co Inc. (1995-98), responsible for the company’s operations in Brazil, and Statutory Officer at SG Warburg & Co. Ltd. (1990-95), where he began and headed up the bank’s operations in the Mercosul region. At Bear Sterns and Walburg, on the behalf of clients, he carried out a series of international bond and stock issuances as well as several M&A operations worth in excess of US$ 3 billion. Mr. Reade launched his career as an investment analyst at Banco Bozano Simonsen, later becoming the Director responsible for structuring the Brazilian subsidiary of Citicorp Leasing International. He was responsible for developing one of the first private-equity companies in the country, Brasilpar, where he served as Director Superintendent. Later, he became a Group Representative for Brazil at Midland Bank plc and Samuel Montagu & Co. Mr. Read earned a bachelor's degree and master’s degree in economics from the University of Cambridge, and concluded the Advanced Management Program at Harvard University.

Walter Francisco Lafemina - Mr. Lafemina serves as Chief Operating Officer responsible for supervising the Business Units in São Paulo, Rio de Janeiro and the Midwest and as Member of the Board of Directors of Brookfield Incorporações S.A., in which he is a member of the company’s controlling group of shareholders. Mr. Lafemina was the founder of Company S.A. and has more than 30 years of experience in the construction industry. In 1972, he joined Gomes de Almeida Fernandes S.A. as an intern, where he later served as general construction manager from 1975 to 1980. In addition, from 1980 to 1981, he was construction superintendent at Grupo Cronus Indústria e Comércio S.A., where he also was Director of Development and Construction. Mr. Lafemina holds a bachelor's degree in civil engineering from the Armando Álvares Penteado Foundation (FAAP).

Luiz Rogelio Rodrigues Tolosa - Mr. Tolosa is Executive Director of Institutional and Investor Relations, Member of the Board of Directors and a member of the controlling group of shareholders in Brookfield Incorporações S.A. He was Chief Administrative and Financial at Company S.A. for more than 25 years, after which he served as Investor Relations Officer for three years. Mr. Tolosa holds a bachelor's degree in business administration from the São Paulo Business Administration School at the Getúlio Vargas Foundation (EASP-FGV).

Cristiano Gaspar Machado - Mr. Machado is Chief Financial Officer and also Chief Investment Officer at Brookfield Incorporações SA. Mr Machado is responsible for planning and coordinating all of the financial activities of the company and its subsidiaries, including treasury and accounting. He joined Brascan in 1995, and previously held senior positions at a variety of companies. After serving for two years as Treasurer at companies in the real estate industry encompassing activities in the areas of development, shopping malls and hotels, in 2002, he was appointed Chief Financial Officer at some of these companies. In 2004, he accumulated the functions of the position of External Relations Officer, and in 2005 he was appointed Chief Financial Officer at Brascan, later participating in the company's initial public offering in 2006. Mr. Machado earned a bachelor's degree in electronic engineering and an MBA from the Federal University of Rio de Janeiro (UFRJ).

Denise Goulart - Ms. Goulart is Chief Legal Officer at Brookfield Incorporações S.A. From 1989 and 1995, she worked in the legal department of Brascan, responsible for the legal aspects of the commercial and residential real estate operations of the Brascan companies. In 1995, she left Brascan, however, she returned in 1999, after serving for two years at another real estate development company. In 2000, she became Legal Director of the real estate developments of the Brascan companies in Brazil. Ms. Goulart earned a law degree from Rio de Janeiro State University (UERJ) in 1989, and holds a bachelor’s degree in Economic and Corporate Law from the Getúlio Vargas Foundation (FGV).

Alessandro Olzon Vedrossi - Mr. Vedrossi is currently the Executive Officer of Brookfield Incorporações’ business unit  São Paulo, where he held the position of Chief Investment Officer from  2008 to the beginning of 2010. Mr. Vedrossi holds a bachelor’s degree in civil engineering from the Polytechnic School at the University of São Paulo (USP), a master’s degree in real estate from the same institution, and a specialization in corporate and capital markets law from the Getúlio Vargas Foundation (FGV). He was visiting professor in the Real Estate MBA program of the Polytechnic School at the São Paulo Unit and in the Real Estate Finance MBA program at Fipecafi-Abecip. He served as Real Estate Finance Officer for Latin America at GMAC Residential Capital, a company of the GMAC and General Motors Group. At that time he worked from 2005 to 2006 in Mexico City and from 2003 to 2004 in the United States involved with real estate securitization transactions worth more than US$14 billion and with investment and financing operations for residential projects worth more than US$1 billion. He was also responsible for the acquisition of interests in securitization companies in Brazil and Chile.

Gilberto Bernardo Benevides - Mr. Benevides is Executive Director responsible for the São Paulo Business Unit and a member of the controlling group of Brookfield Incorporações S.A. He was resident engineer of construction projects for approximately ten years at Gomes de Almeida Fernandes S.A. and has worked in the real estate sales area for more than 20 years. Mr. Benevides holds bachelor’s degrees in civil engineering and business administration from Mackenzie University.

Luiz Fernando Moura - Mr. Moura is the Executive Director responsible for the Rio de Janeiro Business Unit of Brookfield Incorporações S.A. He has worked at Brascan companies for more than 18 years, leaving to found and manage a mortgage lending company for six years. In 2005, he returned to Brascan as Chief Business and Development Officer. He is also a visiting professor at the Getúlio Vargas Foundation in São Paulo, where he gives classes in Real Estate Development Investment program. Mr. Moura holds a bachelor’s degree in business administration from Santa Úrsula University in Rio de Janeiro and an MBA in real estate business from the Armando Álvares Penteado Foundation (FAAP) in São Paulo.

Antônio Fernando de Oliveira Maia - Mr. Oliveira Maia is Executive Director responsible for the Midwest Business Unit of Brookfield Incorporações S.A. and Vice-President of the Goiás State Association of Retailers and Manufacturers (ACIEG). He began his career as a systems analyst at Saga S.A. He was also President of the Storeowners' Association of Goiânia Shopping Mall (GOAL) from 1995 to 1997, a Member of the Board of Directors of Goiânia Shopping Mall, and President of the Goiás Real Estate Companies' Association (ADEMI/GO) from 1999 to 2001. He was one of the founders of MB Engenharia S.A. Mr. Oliveira Maia earned a bachelor’s degree in civil engineering from the Federal University of Goiás in 1984 and concluded an MBA in business administration from IBMEC in 1997.

Marcelo Martins Borba - Mr. Borba is Executive Director of the Midwest Business Unit of Brookfield Incorporações S.A. He began his career as a civil engineer at Geoserv in 1985. He also served as Labor Relations Director at the Goiás Civil Construction Industry Union (SIDUSCON/GO) from 1989 to 1995. He was one of the founders of MB Engenharia S.A. Mr. Borba was awarded a bachelor’s degree in civil engineering from the Federal University of Goiás State in 1984 and an MBA in Business Administration from IBMEC in 1997.

Elias Calil Jorge - Mr. Benevides is Executive Director responsible for the São Paulo Business Unit and a member of the controlling group ofBrookfield Incorporações S.A. He began his career in 1976, as trainee engineer at Gomes de Almeida Fernandes S.A., where he became supply manager in 1988. Mr. Jorge holds a bachelor’s degree in civil engineer from Mogi das Cruzes University.

Luiz Angelo de Andrade Zanforlin - Mr. Zanforlin is the Executive Director of the São Paulo Business Unit and a member of the controlling group of Brookfield Incorporações S.A. He began his career in 1978 and has held key positions at Gomes de Almeida Fernandes S.A. and Grupo Cronus Indústria e Comércio S.A. He holds bachelor’s degrees in civil engineering from the Armando Álvares Penteado Foundation (FAAP) and in Workplace Safety Engineering from Mackenzie University.


Fiscal Council

According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Brookfield Incorporações’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.

Brascan by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the fiscal council is not installed.