LISTED COMPANY – CNPJ 17.155.730/0001-64 – NIRE 31300040127
MINUTES OF THE 391ST MEETING OF THE BOARD OF DIRECTORS OF CEMIG,
HELD ON 30 AUGUST 2006.
Summary: Nomination of CEMIG directors to manage energy transmission
concessionaires and Rio Minas Energia Participações S.A. –
Retention of the modeling services of the services site within the
Company’s facilities - Closing.
The 391st meeting of the Board of Directors of CEMIG was held on 30 August
2006, at 9am, at the Company’s head office, Avenida Barbacena 1200, Belo Horizonte, Minas
Gerais, Brazil.
The following were in attendance:
Board Members Wilson Nélio Brumer, Djalma Bastos de Morais, Aécio Ferreira da
Cunha, Andréa Paula Fernandes Pansa, Alexandre Heringer Lisboa, Carlos Augusto Leite
Brandão, Evandro Veiga Negrão de Lima, Francelino Pereira dos Santos, Haroldo
Guimarães Brasil, José Augusto Pimentel Pessôa, Nilo Barroso Neto, Wilton de Medeiros
Daher, Luiz Henrique de Castro Carvalho, Lauro Sérgio Vasconcelos David and Fernando
Lage de Melo.
In accordance with the Bylaws, the Board Member Wilson Nélio Brumer assumed the
Chairmanship of the meeting and after having verified the existence of a quorum began the
proceedings, inviting me, Anamaria Pugedo Frade Barros, Head of the General Management
Secretariat, to be Secretary of the meeting. The Board Members Andréa Paula Fernandes
Pansa, Carlos Augusto Leite Brandão, Evandro Veiga Negrão de Lima, Haroldo
Guimarães Brasil and José Augusto Pimentel Pessôa made statements of opinion to the
effect that the changes to the by-laws effected by the Annual General Meeting of 25
October 1999, and subsequent meetings, were approved only in light of the suspension of
the Stockholders´ Agreement, as determined by Brazil’s courts, and are thus provisional
and precarious. We thus stress once again that the acts and operations practiced by the
management bodies of CEMIG and submitted to the approval of the Company’s
stockholders, supported by the changes to the by-laws made under protection of the court
ruling in effect today, may be withdrawn from the governing legal framework at any time.
On the question, the Director-Chairman, Djalma Bastos de Morais, reminded the meeting
that:
the decision that annulled the Stockholders’ Agreement signed between the State of Minas
Gerais and Southern Electric Brasil Participações Ltda no longer has an interim or
provisional character, being a decision on merit and, thus, is not a suspension, but an
annulment; that there is a decision on the merit that annuls the Stockholders’ Agreement
confirmed by the Court of Appeal of the State of Minas Gerais; that the decisions of this
Board may take into account only what exists in reality, and that it would be irresponsible
not to vote on matters while awaiting Court decisions, since, in reality, the said
Stockholders’ Agreement, by force of a Court Judgment, cannot produce any effect and the
decisions taken are being taken within strict compliance with the Court decision; and
finalizing, he observed that the Extraordinary and Special Appeals brought by Southern
were not admitted by the Vice-President of the Minas Gerais Appeal Court, and that, more
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)3299-3934 - Tel.: (0XX31)3299-4524
recently, the Higher Appeal Court refused the Interlocutory and Special Appeals filed by
Southern, underlining the legal situation already declared by the Minas Gerais Appeal
Court, that is to say, the inefficacy of the Stockholders’ Agreement which is the subject of
the action. Board Members Andréa Paula Fernandes Pansa, Carlos Augusto Leite Brandão,
Evandro Veiga Negrão de Lima, Haroldo Guimarães Brasil and José Augusto Pimentel
Pessôa again expressed their opinions, stating that they can still appeal against the negative
ruling on continuing with the Interlocutory Appeal at the Higher Appeal Court. They
concluded by saying that there is still the possibility of recognition of and a favorable
ruling on the Extraordinary Appeal filed against the ruling of the Minas Gerais State Court
of Appeal, to be made by the Federal Supreme Court. Then, the Board Members discussed
the resolution proposals submitted by the Executive Board, namely: Nomination of
CEMIG directors to manage energy transmission concessionaires and Rio Minas Energia
Participações S.A. – The Chairman then announced that proposals related to this topic will
be decided upon at another time. Retention of the modeling services of the services site
within the Company’s facilities – Following the agenda, the Chairman put to debate the
proposal - the justification for which is contained in PRCA nº 093/2006 – to the effect that
the Board of Directors should authorize the opening of an Administrative Bidding Process,
and retain the modeling services of the Services Site within the facilities of Cemig
Distribuição S.A., Cemig Geração e Transmissão S.A. and Companhia Energética de
Minas Gerais to provide document production services, comprising printing and laser copy
(B&W, simplex and duplex), colored simplex and duplex, and in large formats, finishing
work, layout and editing, digitalization of documents, paper copies and digitalization using
microforms, workflow system and submittal of work, a services portal and communication
plan, for the period of 12 (twelve) months, at an estimated price of R$2,640,000.00 (two
million, six hundred and forty thousand Brazilian Reais), extendable, by signing
abridgments, for up to 48 (forty eight) months, limited to a maximum of 60 (sixty) months,
at a total estimated price of R$13,200,000.00 (thirteen million, two hundred thousand
Brazilian Reais), divided as follows: Cemig D – 55%, Cemig GT - 35% and Cemig - 10%,
in the Competition system. The funds needed to finance the expenditures resulting from
this retention are provided for in the budget of the managing body of the Contract. The
aforementioned proposal was put to a vote, and approved unanimously. Closing – With no
more items on the agenda, the Chairman proposed the creation of committees formed by
members of this Board of Directors to, firstly, analyze and discuss the topics to be
discussed and decided upon, as follows: Board of Directors Support Committee: Luiz
Henrique de Castro Carvalho (Coordinator), Aécio Ferreira da Cunha, Alexandre Heringer
Lisboa, Andréa Paula Fernandes Pansa, Fernando Lage de Melo, Lauro Sérgio
Vasconcelos David and Wilton de Medeiros Daher; Corporate Governance Committee:
Wilson Nélio Brumer (Coordinator), Carlos Augusto Leite Brandão, Djalma Bastos de
Morais and Wilton de Medeiros Daher; Human Resources Committee: Luiz Henrique de
Castro Carvalho (Coordinator), Alexandre Heringer Lisboa, José Augusto Pimentel Pessôa
and Nilo Barroso Neto; Strategy Committee: Andréa Paula Fernandes Pansa
(Coordinator), Aécio Ferreira da Cunha, Evandro Veiga Negrão de Lima, Fernando Lage
de Melo, Haroldo Guimarães Brasil, Lauro Sérgio Vasconcelos David and Luiz Henrique
de Castro Carvalho; Financial Committee: Haroldo Guimarães Brasil (Coordinator),
Alexandre Heringer Lisboa, Andréa Paula Fernandes Pansa, Fernando Lage de Melo and
Lauro Sérgio Vasconcelos David; Audit and Risk Committee: Evandro Veiga Negrão de
Lima (Coordinator), Francelino Pereira dos Santos, José Augusto Pimentel Pessôa and
Lauro Sérgio Vasconcelos David. The aforementioned Committees proposed by the
Chairmen were discussed and then put to a vote, being approved unanimously. Then, the
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)3299-3934 - Tel.: (0XX31)3299-4524
Chairman invited the Chief Financial and Investor Relations Officer, Flávio Decat de
Moura, the Heads of the Company´s Controllership and Corporate Planning and Tariffs,
Pedro Carlos Hosken Vieira and Emílio Castelar Pires Pereira, respectively, and the
Manager of Financial Planning and Investment Analysis, Luiz Felipe da Silva Veloso, to
discuss the revision of the Company´s Strategic Plan, debating, among other things, the
targets and achievements up to 2006/financial performance; the reasons behind the
revision: By-laws, the tax inefficiency of the holding company, tax impacts, “cash trapped”
at Cemig D, decline in expectations for generation prices and main vectors of change in the
growth rate of the Strategic Plan; the methodology for the revision: stages of the process
and general assumptions for the “Cemig Group”, including the acquisition and
construction budget; and, the preliminary results. After these items were presented and
discussed, with doubts and queries duly clarified, the Chairman asked the Director Flávio
Decat de Moura to also talk about the current status of the Company´s process of acquiring
assets, focusing on the initial measures taken by the new management team at Light S.A.
and the upcoming procedures to be adopted at Light S.A.; and showing finalization of the
operation of closing the purchase and the corporate structure of Transmissoras Brasileiras
de Energia-TBE. Finally, there was a presentation on the current situation of the process
related to the acquisition of the Norte Fluminense S.A. hydro energy plant and of
Transportadora de Gás Brasil Central-TGBC. There being no further business, the
Chairman opened the meeting to all and since no one wished to speak declared the session
closed, thanking the Board Members for their participation in the meeting, of which the
minutes were then read, approved and signed by all. For the record I, Anamaria Pugedo Frade
Barros, Secretary, drafted them and sign below.
(signed by)
Anamaria Pugedo Frade Barros
Wilson Nélio Brumer
Djalma Bastos de Morais
Aécio Ferreira da Cunha
Andréa Paula Fernandes Pansa
Alexandre Heringer Lisboa
Carlos Augusto Leite Brandão
Evandro Veiga Negrão de Lima
Francelino Pereira dos Santos
Haroldo Guimarães Brasil
José Augusto Pimentel Pessôa
Nilo Barroso Neto
Wilton de Medeiros Daher
Luiz Henrique de Castro Carvalho
Lauro Sérgio Vasconcelos David
This agrees with the original.
Anamaria Pugedo Frade Barros
Av.Barbacena, 1200 - Santo Agostinho - CEP 30190-131
Belo Horizonte - MG - Brasil - Fax (0XX31)3299-3934 - Tel.: (0XX31)3299-4524