Management

According to our by-laws, our board of directors consists of at least 3 (three) and up to 12 (twelve) members. The directors meet ordinarily six times a year, and extraordinarily whenever required. The members of our board of directors are appointed at general shareholders’ meetings for a term of office of two years and are required to be our shareholders.

The board’s responsibilities include leading the corporate governance process, electing our executive officers and supervising our management. Currently our board of directors consists of 8 members elected by our shareholders.

We are managed by our board of directors (Conselho de Administração) and by our board of executive officers (Diretoria). None of our directors is party to an employment agreement providing for benefits upon termination of employment.

According to the Company’s Bylaws, the Fiscal Council is a non-permanent body and, when installed, must be composed of 3 sitting members and an equal number of alternates. The Board will only be installed upon the request of the Company’s shareholders.

Its main attributions are to analyze and monitor the quality and integrity of the Company’s quarterly information, financial statements and management report, evaluate the effectiveness and sufficiency of the internal control structure and the Company’s internal and independent audit processes, become aware of and analyze transactions with related parties, evaluate and monitor the Company’s risk exposures, propose the appointment of independent auditors as well as their replacement, and prepare an annual report, to be presented together with the financial statements, containing, at least, the following information: (i) the activities carried out in the period, the results and conclusions reached; (ii) the evaluation of the effectiveness of the internal control and risk management systems; (iii) the description of the recommendations presented to management and the evidence of their implementation; (iv) evaluation of the effectiveness of independent and internal audits; (v) assessing the quality of financial reports, internal controls and risk management; and (vi) any situations in which there is a significant divergence between the management, the independent auditors and the Committee in relation to the Company’s financial statements. The members of this committee are: Eleazar de Carvalho Filho (coordinator), Fernando Murcia, Gisélia da Silva, Renan Bergmann and Christophe Hidalgo. It reports directly to this Committee and to the CEO of the company, the Directorate of Risks, Internal Audit, Internal Controls, Compliance, Corporate Investigation and Ombudsman, whose main position is currently held by Camila Silvestre.

Its main duties are to revise the economic/financial feasibility of investment plans and programs; revise and recommend measures to negotiate any merger, acquisition or similar transaction involving the Company or its subsidiaries, monitor any transaction and negotiation relating to such operations; review cash flow, indebtedness policy and capital structure; monitor and supervise the implementation and the annual investment plan; monitor the average cost of the capital structure and suggest changes, whenever necessary; and review and recommend funding opportunities to improve the capital structure. The current members are: Eleazar de Carvalho Filho (president), Arnaud Strasser, Hervé Daudin, Renan Bergmann and Christophe Hidalgo.

The human resources and corporate governance committee, in addition to caring for the interests of the Company, within the scope of its attributions, it has the following duties: a) suggesting amendments to the committee’s internal regulation, submitting them to the board of directors’ consideration; b) discussing and recommending an organizational structure model for the Company, to be submitted to the board of directors consideration; c) evaluating and recommending to the board of directors policies on management and development of people, as well as guidelines for attracting and retaining talents; d) identifying, both in the Company and in its subsidiaries, potential future leaders and follow up the development of their corresponding careers; e) reviewing and discussing the recruitment and hiring methods adopted by us, by taking those used by similar Brazilian companies as a parameter; f) examining the candidates to be elected to the board of directors and to the committees, including external members, based on professional experience, technical qualifications, as well as economic, social and cultural representativeness; g) examining and recommending to the board of directors the selected candidates for the position of chief executive officer of the Company, as well as the candidates selected by the CEO to hold a position in the board of executive officers; h) reviewing and discussing the compensation policy applicable to our management, recommending to the board of directors the criteria of compensation, benefits and other programs, including the stock option program; i) reporting periodically to the board of directors its assessment of the applicability and effectiveness of compensation policies adopted by us, in order to assess the effectiveness of these policies in rewarding performance and discriminate against non-satisfactory performance, according to metrics aligned to our strategic goals, as well as to attract and retain talent; j) discussing and suggesting criteria to annually evaluate the performance of our Executive Officers, by taking those used by similar Brazilian companies as a parameter, as well as support the board of directors in the evaluation process, expressing manifesting its recommendations to the individual assessments of our board of directors; k) recommending and monitoring the adoption of the best corporate governance practices, as well as coordinating the process of implementing and maintaining such practices in the Company, as well as the effectiveness of the corporate governance processes, proposing changes, updates and improvements when necessary; l) advise over the proper operation of the board of directors, the executive board and the Company’s management auxiliary bodies and over the relationship between such bodies and between them and the shareholders, and, to this end, to periodically review and make recommendations to the board of directors on its operation and competencies, as well as on the executive board and on the Company’s other management auxiliary bodies; m) elaborate or periodically review, as the case may be, the bylaws and the Company’s codes and policies, the internal regulations of the management support bodies, as well as any other documents related to the Company’s corporate governance, making the recommendations for changes, criticisms and suggestions deemed necessary to the board of directors, in order to keep them constantly updated, and in line with the Company’s peculiarities; n) keep the board of directors informed and updated about the rules, as well as monitor the implementation of regulations and current recommendations practiced in the market, including in relation to the rules that may be created and impact the Company’s corporate and capital market activities; o) minute, submitting to the board of directors and periodically reviewing the Company’s policy for contracting with its related parties, as well as all other policies necessary for the adoption, by the Company, of the best management and corporate governance practices; p) take cognizance and analyze related party transactions involving the Company under the terms set forth in the Company’s related party transactions policy; q) to manifest, at the request of the board of directors or the executive board, about situations that may configure a conflict of interest scenario in the Company’s activities; r) elaborate the planning and assure the operationalization of risk management, considering all dimensions of the defined structure encompassing strategical activities, tactical and operational of the company; s) advisor the company’s board of director in the application of the methodology in the management risks of the company; t) support the board of directors in defining the risk appetite and defining the Company’s priority risks; u) support the company in the analysis and approval of the risk management strategy; v) advise the audit committee and the board of directors on the levels of risks exposure; w) evaluate the effectiveness of the risk management process in the Company; x) identify the risks arising from strategic changes and directives of the Company under the decision of the board of directors; and y) other duties that may be assigned by the board of directors. The current members are: Christophe Hidalgo (president), Arnaud Daniel Charles Walter Joachim Strasser and Luiz Augusto de Castro Neves.

The sustainability and diversity committee, in addition to caring for the interests of the Company, within the scope of its attributions, it has the following duties: a) suggesting alterations to its rules of procedure, submitting them for deliberation by the board of directors; b) advise the Company’s board of directors in all aspects related to sustainability, including with regard to actions aimed at encouraging conscious consumption by its customers, suppliers and employees, including recommending any changes or reviews of the Company’s strategic investment proposals in this regard; c) advise an efficient management of the Company and recommend the adoption of waste management programs, stimulus to small producers and food safety; d) take cognizance and analyze related party transactions involving the company under the terms set in the Company’s related party transaction policy; e) manifest, at the request of the board of directors or the executive board, about situations in which could configure conflict of interest scenario in the Company’s activities; f) elaborate the planning and ensure the operationalization of risk management, considering all dimensions of the defined structure, encompassing strategic, tactical and operational activities of the Company; g) advise the board of directors in the application the Company’s risk management methodology; h) support the board of directors in defining the risk appetite and defining the company’s priority risks; i) support the Company’s analysis and approval of risk management strategy; j) advise the Audit Committee and the board of directors on the levels of risk exposure; k) evaluate process effectiveness of the Company’s risk management; l) identify the risks arising from strategic and directive changes of the Company under decision of the board of directors; and m) opine on any other matters submitted to it by the board of directors, as well as on those considered as relevant. The current members are: Luiz Augusto de Castro Neves (president), Arnaud Daniel Charles Walter Joachim Strasser, Helio Mattar and Marcelo Pimentel.

The Innovation and Digital Transformation Committee, aside from ensuring the interests of the Company, in the scope of its functions, has the following attributions: (i) suggest changes in its Regulation, submitting it to the Board of Directors for resolution; (ii) recommend and monitor the adoption of best practices of innovation, as well as coordinating the implementation process and maintenance of such practices in the Company, as well as the effectiveness of innovation processes, proposing changes, updates and improvements when necessary; (iii) prepare or review periodically, as the case may be, any documents related to the Company’s innovation, elaborating recommendations for changes, criticisms and suggestions that it deems to be necessary to the Board of Directors, in order to keep them constantly updated, and in line with the Company’s peculiarities; (iv) assist the Board of Directors in the analysis of technological trends and innovations, as well as evaluate the Company’s projects, initiatives and investment proposals from the perspective of innovation; (v) opine on any other matters submitted by the Board of Directors to it, as well as on those that it considers relevant. The current members are: Christophe Hidalgo (presidente), Marcelo Pimentel and Alberto Serrentino.