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Enron Mail |
I am ok with your slate, but need some Houston people on board as well. I
think we can shorten the Houston list by taking me off since John Novak will be on the board. I leave it to Bruce to see if it makes sense to shorten the list further. Mark Orlando Gonzalez@ENRON 03/27/2001 01:51 PM To: Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mark E Haedicke/HOU/ECT@ECT cc: Subject: Re: Enron Global Assets Board Slates Did you get a chance to review the Elektro board make up. I would like to finalize before the next ordinary shareholder meeting in Brazil. Thanks --------------- See attached regarding Elektro's board membership. We would suggest that the board slate be made up of Brazil residents in order to facilitate the necessary meetings. I would like to include Joe Kishkill, John Novak, Brett Wiggs, Britaldo Soares and Joao Carlos Albuquerque, all members of our executive committee to substitute Rick Waddell, Diomedes, Jim Bannantine, and Rick Lammers. If you agree, I will talk to Rebecca to finalize. Thanks ---------------------- Forwarded by Orlando Gonzalez/SA/Enron on 03/06/2001 05:17 PM --------------------------- Orlando Gonzalez 02/04/2001 10:35 PM To: Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: James A Hughes/ENRON_DEVELOPMENT, Rebecca McDonald/ENRON_DEVELOPMENT, Jeffrey E Sommers/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter E Weidler/NA/Enron@Enron Subject: Re: Enron Global Assets Board Slates Bruce, This solution does not work for Brazilian entities for legal reasons. I will send a summary of the current situation and a proposal to resolve. We can discuss during your visit. Thanks Bruce Lundstrom@ENRON_DEVELOPMENT 31/01/2001 19:26 To: Mariella Mahan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Peter E Weidler/NA/Enron@Enron, Orlando Gonzalez/SA/Enron@Enron, Christopher B Hunt/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Wade Cline/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Bruce Lundstrom/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Scott Gilchrist/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, John Ambler/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mark Schroeder/LON/ECT@ECT, Richard Shapiro@Enron, Carol Howes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, David Shields/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT cc: James A Hughes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rebecca McDonald/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Isabel Romero/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Yvette Pinero/NA/Enron@Enron, Ann Brown/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Wendi Hoelscher/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Mrudula Gadade/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Connie Blackwood/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Rejane Pansiera/SA/Enron@Enron, Eduardo Robles/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Carla Galvan/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Sonnia Reyes/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Leigh Ann Van Houten/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Lauren Hagerty/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Darlene McKeever/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Larry Pardue/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Tami Scrudder/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT, Denise Almoina/ENRON_DEVELOPMENT@ENRON_DEVELOPMENT Subject: Enron Global Assets Board Slates Folks - The Legal Specialists in EGA are working up new director/officer slates for the EGA entities. We will be appointing the following list of directors for EGA entities: Rebecca McDonald Jim Hughes Jeff Sommers Jim Derrick Mark Haedicke There will be some exceptions to this slate, particularly where local law or the necessity of regular board attendance requires additional (or even different) directors to be appointed. These will be considered on a case-by-case basis. Allow the Legal Specialists the opportunity to come up with their tentative slates and then we will give them to the regional heads for comment. Some of you will be asked to resign your current directorships. I hope that no one will take offense to the fact of of the changed slates -- none is intended. We have found that this common slate has made corporate governance more efficient and less complicated. Thank you for your cooperation. Please pass this message along to others in your respective groups as you deem necessary. Bruce ---------------------- Forwarded by Orlando Gonzalez/SA/Enron on 03/06/2001 05:17 PM --------------------------- "Vasco de Castro Ferraz Junior" <vcferraz@elektro.com.br< on 02/23/2001 06:14:14 PM To: Orlando.Gonzalez@enron.com cc: cminch@elektro.com.br Subject: Re: Board Members To be elected as a Board member a person must be a shareholder of the Company (normally one share is transferred to such member) and tehre is no more the requirement of the Brazilian residency. There is no other mandatory requirements. However one has to have in mind that from a practical point of view it is not viable to have only non residents at the Board (frequent trips to Brazil, less flexibility on timing to pass resolutions about ugent matters etc) Ideally at least trhee shoul be resident in Brazil (present minum quorum to held a Board Meeting.) Vasco. <<< <Orlando.Gonzalez@enron.com< 2/4/01 11:39:09 pm <<< Vasco What are the residency requirements for board membership? Are there other specific requirements? I would like to send a proposal this week. Thanks "Vasco de Castro Ferraz Junior" <vcferraz@elektro.com.br< on 30/01/2001 12:53:03 To: Orlando.gonzalez@enron.com cc: Subject: Board Members Orlando: As per your request, please find bellow the names of all of the present members of Elektro's Board. Firstly is to be mentioned that according to Elektro's By Laws, the Board may have a minimum of 4 and a maximum of 7 permanent members (one obligatorily must be elected by appointment of Elektros' employees) and a minimum of 2 and a maximum of 4 alternates (one obligatorily to act solely as alternate to the employees' representative at the Board) Permanent members: Diomedes Christodoulou (President) Orlando Goanz?lez Ricky Linn Waddell Geraldo Gon?alves Pereira (elected by appointment of Elektro's employees) Vacant (3) Alternate members: James Martin Bannantine Richard Allan Lammers Ricardo Louren?o Carneiro (alternate to Geraldo Gon?alves) Vacant (3) The election and/or dismissal of the Board members has to be decided by the shareholders of the company. Normally the election o the Board members takes place at the annual Ordinary Shareholder's meeting. (This year, our OGM is scheduled to take place on April, 29th.) However this matter can also be decided at any time via an Extraordinary Shareholder's Meeting that has to be called trough a Board Resolution that has to be publicized at the Official Gazette no later than 8 days prior to date of such EGM. Should the present number of the Board members be maintained (i.e 4 permanent and 3 alternates), the election of new members (from our side) will have to be made upon the resignation of those presently on seat. Should you deem necessary, please call me at your earliest convenience. Least but nol east As I vave mentined to you the other day, it is quite normal to appoint the senior legal council as an alternate to the permanent members of the Board so that he may legally be present at all the board meetings
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