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____
CPFL ENERGIA S.A.
Publicly-held Company
Corporate Taxpayers ID (CNPJ) 02.429.144/0001 -93
Corporate Registry ID (NIRE) 353.001.861 -33
MINUTES OF THE 119th BOARD OF DIRECTORS MEETING
HELD ON APRIL 9, 2007
1. DATE, TIME AND PLACE: On April 9, 2008, at 14:00 pm, the meeting was held through conference call, pursuant to Paragraph 1 of Article 18 of the Bylaws of CPFL Energia S.A. (CPFL Energia or Company), located at Rua Gomes de Carvalho, 1510, 14º andar, conjunto 1402, in the city and state of São Paulo.
2. CALL: Meeting called pursuant to Paragraphs 3, 5 and 7 of Article 18 of the Bylaws.
3. ATTENDANCES: All the members of the Board of Directors attended the meeting.
4. PRESIDING BOARD: Chairman - Mr. Luiz Anibal de Lima Fernandes and Secretary - Mrs. Gisélia Silva.
5. AGENDA: (i) Election of the Chairman and Vice-Chairman of the Board of Directors; (ii) Election of the members of the Board of Directors Advisory Committees; and (iii) Election of the Chief Administrative Officer.
6. RESOLUTIONS TAKEN:
It was resolved that the minutes of this meeting would be drawn up in the summary format, with the right to present pronouncements and dissents that will be filed at the Companys headquarters, and its publication was authorized in the excerpt format, with omission of the board members signatures.
After the preliminary clarifications, the Chairman of the Board informed the attending members that the votes of the Board Members appointed by the controlling shareholders shall be computed pursuant to items 5.1, 6.1 and 7.1 of the Shareholders Agreement filed with the Company, dated March 22, 2002, as amended on August 27, 2002, November 5, 2003 and December 6, 2007.
After the examination of the matters of the Agenda, the following resolutions were taken, by unanimous vote and without restrictions:
(i) They elected, pursuant to Paragraph 3 of Article 14 of the Bylaws, Mr. LUIZ ANIBAL DE LIMA FERNANDES, to hold the position of Chairman of the Board of Directors, and Mrs. CEC¥LIA MENDES GARCEZ SIQUEIRA, to hold the position of Vice-Chairman of the Board of Directors, both duly elected by the Ordinary General Meeting held on this date as sitting members of the Board of Directors;
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(ii) They appointed, in accordance with the provisions of Charter of Board of Directors Advisory Committees, the following members of the Committees: MAGEMENT PROCESSES COMMITTEE - Mr. Otávio Carneiro de Rezende, Mr. Ricardo Carvalho Giambroni, and Mr. Martin Roberto Glogowsky; PEOPLE MANAGEMENT COMMITTEE - Mr. Francisco Caprino Neto, Mrs. Cecília Mendes Garcez Siqueira and Mr. Carlos Alberto Cardoso Moreira; and RELATED PARTIES COMMITTEE - Mrs. Daniela Corci Cardoso, Mr. Arthur Prado Silva and Mr. Humberto Pires Grault Vianna de Lima. The term of office of the members of the Committees elected herein is one (1) year, as of this date;
(iii) They elected, pursuant to item a of Article 18 of the Companys Bylaws, Mr. JOSÉ MARCOS CHAVES DE MELO, Brazilian citizen, married, engineer, identity card 05884247-7, issued by IFP-RJ, and individual taxpayers register (CPF/MF) 730.497.867 -87, with business address at Rodovia Campinas Mogi-Mirim, KM 2,5, CEP 13088-900, in the city of Campinas, state of São Paulo, to hold the position of CHIEF ADMINISTRATIVE OFFICER, which will serve the remaining term of office of the Board of Executive Officers elected in the Board of Directors meeting held on April 25, 2007. The Board of Directors declare that (a) obtained from the candidate appointed the information that he does not have any legal impediment preventing his election, pursuant to CVM Instruction No. 367/02, and (b) the Officer elected herein shall be vested in his office by means of signature of instrument of investiture, drawn up in the minutes book of the Board of Executive Officers, instrument of agreement referred to by New Market Listing Regulation of São Paulo Stock Exchange, by which he shall undertake to comply with rules contained therein. The Officer shall also sign a term of commitment to the provisions of the Shareholders Agreement filed at the Companys headquarters.
It is recorded the current composition of the Companys Board of Executive Officers, with term of office until the Board of Directors meeting to be held subsequent to the Ordinary General Meeting of April 2009: WILSON P. FERREIRA JUNIOR, Chief Executive Officer; RENI ANTONIO DA SILVA, Chief Strategy and Regulation Executive Officer; JOSÉ ANTONIO DE ALMEIDA FILIPPO, Chief Finance and Investor Relations Executive Officer; PAULO CEZAR COELHO TAVARES, Chief Power Management Executive Officer; HÉLIO VIANA PEREIRA, Chief Power Distribution Executive Officer; MIGUEL NORMANDO ABDALLA SAAD, Chief Power Generation Executive Officer; JOSÉ MARCOS CHAVES DE MELO, Chief Administrative Officer; and
(iv) They recommend the affirmative vote to the election of Mr. José Marcos Chaves de Melo to the position of Chief Administrative Officer in the controlled companies Companhia Paulista de Força e Luz (CPFL Paulista), Companhia Piratininga de Força e Luz (CPFL Piratininga), CPFL Geração de Energia S.A. (CPFL Geração), and CPFL Comercialização Brasil S.A. (CPFL Brasil), to serve the remaining term of office of the Board of Executive Officers of these companies.
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7. CLOSURE: Nothing else to be discussed, the meeting was adjourned to draw up these minutes, which were read, approved and signed by attending Board members and by the Secretary. Luiz Anibal de Lima Fernandes (Chairman), Cecília Mendes Garcez Siqueira, Francisco Caprino Neto, Otávio Carneiro de Rezende, Milton Luciano dos Santos, Carlos Alberto Cardoso Moreira, Ana Dolores Moura Carneiro de Novaes and Gisélia Silva (Secretary).
This present instrument is a free English translation of the Minutes drawn up in the
Companys records.
Gisélia Silva
Secretary
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CPFL ENERGIA S.A.
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By: | /S/
JOSÉ ANTONIO DE ALMEIDA FILIPPO
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Name: Title: |
José Antonio de Almeida Filippo
Chief Financial Officer and Head of Investor Relations
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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.