We are managed by our Board of Directors, ("Conselho de Administração"), and by our Executive Officers, ("Diretoria").

Board of Directors. Our Board of Directors generally meets monthly or whenever called by our Chairman. Each Board of Directors meeting requires a quorum of the majority of the Board members as well as the presence of either the Chairman or Vice-Chairman. The Board of Directors has responsibility for establishing our general business policies, and for electing our Executive Officers and supervising their management of the Registrant. Certain matters require the approval of our Board of Directors, including, inter alia, capital increases up to the authorized capital, intermediate dividend distributions, our investments in fixed assets, investments in other companies, proposing to our stockholders the dissolution or merger of the Registrant and the appointment of independent auditors. The members of the Board of Directors are elected by the holders of common stock for a period of three years and may be reelected.

Executive Officers. The Executive Officers shall be no lesser than two and no more than nine, being one of them the President, and the others, Executive Officers. The Executive Officers work as a board and are responsible for our day-to-day management. Each of our current Executive Officers has been appointed by the Board of Directors for a three-year term, which began on April 25, 2001 and may remain in office until reappointed or replaced. Executive Officers may be successively reappointed.

Audit Committee. Under our by-laws, we are required to, and currently maintain, a permanent audit committee, or the Audit Committee.

In accordance with Brazilian Corporate Law and our by-laws, any such Audit Committee would consist of a minimum of three and a maximum of five members and an equal number of alternates. The members of the Audit Committee would be elected for one-year terms. Preferred stockholders, who do not have voting rights, would be entitled to elect, as a class, one member of the Audit Committee and the respective alternate by majority vote of the stockholders present at the meeting at which members of the Audit Committee are elected. Non-controlling holders of common shares comprising at least 10% of the common shares outstanding may also elect one member of the Audit Committee and the respective alternate. Controlling holders of common shares would be entitled to elect one member for each member elected by the preferred stockholders and non-controlling holders of common shares, respectively, plus one member and his or her alternate.

The primary responsibility of the Audit Committee, which is independent of our management and our external auditors, is to review our financial statements and report on them to the stockholders.