In line with best governance practices, the Chairman of the Board does not have an executive function. As set forth in the Bylaws, eligibility to Board membership includes aspects such as having an unblemished reputation, not holding positions with competitors or representing conflicting interests. Members of the Board, as well as of the Committees and the Executive Board, are subject to a formal individual performance evaluation tool that includes a 360-degree evaluation and addresses sustainability-related issues.
Mr. Parente began his public service career at Banco do Brasil in 1971 and was transferred to the Central Bank in 1973, in both cases following public examination. He has been a consultant for the International Monetary Fund and public institutions in Brazil, including several State Departments and the National Constituent Assembly of 1988, and has occupied various government positions in the economics area. He was Minister of State between 1999 and 2002, having led the team handling the transition from President Fernando Henrique Cardoso’s government to President Lula’s administration. During this period, he played an important role as President of the Energy Crisis Management Chamber. He was a member of the Board of Directors of Petrobras between March 24, 1999 and December 31, 2002 and Chairman of the Board as of March 25, 2002. He was Chief Operating Officer of RBS Group between 2003 and 2009 and President and CEO of Bunge Brasil from 2010 to 2014. He is currently a member of the Board of Directors of SBR-Global, as well as an Executive Partner of the Prada group of consulting and financial advisory companies. He has also been Chairman of the Board of Directors of the BM&FBOVESPA—Securities, Commodities and Futures Exchange since March 2015. In the last five years, Mr. Pedro Parente was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Mr. Augusto Marques holds a PhD in Economic Theory from the Institute of Economic Research (IPE) of the University of São Paulo, graduated in Economic Sciences from the Economic and Administration University of the University of São Paulo (FEA-USP) and attended Abroad Developmente in Insead – Institut Européen d’Aministration des Affaires. Mr. Augusto Marques da Cruz Filho has acted in Grupo Pão de açúcar for 11 years occupying the positions of executive officer of the company, administrative and financial officer and, for two years and a half, chief officer, until leaving the position in 2005. Between 2005 and 2010 was member of the Board of Directors and Audit Committee of B2W. Since April, 2016 is the President of the Board of Directors of BR Distribuidora. He is also member of the Board of Directors of JSL S.A. and General Shopping. In the last five years, Mr. Augusto Marques da Cruz Filho was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Dan Ioschpe graduated from the Federal University of Rio Grande do Sul with a postgraduate degree from ESPM – SP and an MBA from the Tuck School of Dartmouth College. Mr. Dan loschpe has entered loche-Maxion in 1986, where he occupied several positions until June, 1996, when he left to take the presidency of AGCO in Brazil. He returned to the Company in January, 1998, when he occupied the position of presidency. On April, 2014 he left such position to become president of the Board of Directors. He is member of the Board of Directors of WEG, Profarma e Cosan, president of the Board of Directors of Sindipeças and presidet of Fórum das Empresas Transnacionais Brasileiras (FET). In the last five years, Mr. Dan Ioschpe was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Ms. Almeida is a member of the Peninsula Capital Participações S.A. since 2013. She is a board member of Carrefour S.A. (France), BRF S.A. and W2W E-Commerce de Vinhos S.A. She was a board member of the Harvard University (Board of Overseers) from 2011 to 2017, GAEC S.A. – Anima Educação from 2014 to 2017, and also an independent member of the Board of Directors of Lojas Renner S.A. from 2011 to 2016. Between 2009 and 2013, she was a senior partner of Monitor Group (currently Monitor Deloitte). Prior to that, between 2003 and 2009, Flavia was the general director of Participações Morro Vermelho S.A., a family holding company that controls the Camargo Corrêa Group. During the years 1989 to 2003, Ms. Almeida worked at McKinsey & Company, where she was a partner. Flávia Almeida holds a degree in Business Administration from Fundação Getúlio Vargas and an MBA from Harvard Business School.
Mr. Papathanasiadis is an economist and a lawyer specialized in corporate law, capital markets and corporate governance. He is the managing director of Fernandes, Figueiredo, Françoso and Petros – Sociedade de Advogados. He has worked for more than 30 years in the Brazilian capital and financial market, in the areas of investment analysis, corporate finance and asset management, in several institutions, notably Unibanco, Brasilpar and Grupo Sul América. He was vice president and president of the Brazilian Association of Capital Markets (ABAMEC – São Paulo) between 1999 and 2001 and the first president of the APIMEC Capita Market Analyst Supervisory Board (2010/2014). Since July 2015, he has been an alternate member of the Board of Directors of Petrobras.
Mr. José Luiz Osório has a degree and Master’s degree in Engineering from PUC-Rio and a Master‘s degree in Engineering from Stanford University (USA). He is founding partner of Jardim Botânico Investimentos since 2013. He was Country Manager of lehmar Brothers Brasil (1997-1999), officer of BNDES/BNDESPar (1999), president of CVM (2000-2002) and member of the Board of Directors of Lojas Renner (2005-2007). In the last five years, Mr. José Luiz Osório was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Chemical Engineer and Business Administrator, with specialization in Financial Administration. He was Minister of Development, Industry and Foreign Trade from 2003 to 2007. At Sadia, he was Chairman of the Board of Directors from 1993 to 2002, and before that, Director of Investor Relations, Executive Vice-President and Vice-President of the Board of Directors. In 2008, he returned as Chairman of the Board of Directors at Sadia, until 2009, when he was elected Co-Chairman of the Board of Directors at BRF S.A. from 2009 to 2011. He is currently a member of the Board of Directors at Telefônica S.A. (Spain), Telefonica-Vivo S/A (Brazil), AGCO (US), Amil (Brazil) and the Global Advisory Board of Panasonic (Japan) and the International Advisory Board of Walmart (US).
Mr. Roberto Antônio Mendes is graduated in Business Administration and Accounting from UFMG, with an executive course of Skills, Tools and Competencies (FTC) at FDC and Kellogg School of Management in Chicago, a course in Business Strategy and Innovation at Wharton University of Pennsylvannia and Development Program of Advisers of Fundação Dom Cabral. Mr. Roberto Antônio Mendes started his career as external auditor in Price and then KPMG (from 1971 to 1979) and was 152 controller in Valep (now Fosfertil) which belonged to Vale’s group (from 1976 to 1979) and later to Mendes Júnior’s group (from 1979 to 1985). He currently works at Localiza Rent a Car S.A. since 1985, where he is currently Financial and Investors Relations officer. In the last five years, Mr. Roberto Antônio Mendes was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Mr. Roberto Rodrigues is an Agricultural Engineer graduated from the School of Agriculture Luiz de Queiroz – ESALQ-USP in 1965. He is Doctor Honoris Causa by the State University Paulista Júlio de Mesquita Filho – UNESP, obtaining the title in 1998, with the courses of improvement in Rural Management. He has been a member of the Board of Directors of Minerva SA and a professor at UNESP since 1967, and has been a member of the Advisory Council of the Organization of Cooperatives of the State of São Paulo (OCESP) since 1990 (non-profit association that is the institutional organ of the cooperative system of Sao Paulo). Paulo). In the last five years, he was elected president of the Board of Directors of the Federation of Industries of the State of São Paulo – COSAG FIESP. Finally, since 2006 he has been the Coordinator of the Agribusiness Center of the Getúlio Vargas Foundation School of Economics of São Paulo (FGV). In addition, Mr. Roberto Rodrigues is a managing partner of Agroerg Investimentos e Serviços Ltda. In the last five years, Mr. Roberto Rodrigues was not involved in any conviction (i) criminal, (ii) in an administrative proceeding before the CVM or (iii) a final, unappealable judicial or administrative decision that suspended or disqualified him for the practice of any professional or business activity.
Mr. Malieni Junior holds a degree in Economics from Universidade Presbiteriana Mackenzie, an MBA in Capital Markets and Finance from Ibmec, a postgraduate degree in General Training for Executives from USP and a Master‘s Degree in Business Administration from Universidade Presbiteriana Mackenzie. In 2014, he participated in an executive session for Banco do Brasil in the Program of Digital Transformation in Business by the Massachusetts Institute of Technology (MIT). Mr. Malieni Junior has been a civil servant at Banco do Brasil since 1984, when he joined the company in the Minor Apprentice program. He was state superintendent in Rio de Janeiro between January and December 2000, commercial manager and statutory commercial director of Companhia de Seguros Aliança do Brasil between January 2001 and October 2006 and commercial superintendent, director of credit and director of distribution in São Paulo of Banco do Brasil between November 2006 and December 2012. Since January 2013, he has been the Vice President of Internal Controls and Risk Management of Banco do Brasil and, since May 2016, he has been a member of the PREVI Deliberative Board. He is 46 years old.
In addition to the Audit Committee, established by the bylaws, the Board of directors approved the constitution of advisory committees, composed of members of the board and external members to deal with issues related to: Strategy, M&A and Markets, Finance and Risk Policy, People, Organization and Culture, Governance and Sustainability and Marketing.
The Company also have a Disclosure Committee in accordance with the Sarbanes-Oxley Rules.
Responsible for contributing to the proposal and discussion of planning by advising the Board of Directors, monitoring and guiding BRF’s corporate strategy, including local and international investments (Mergers & Acquisitions, Divestments, Brownfields/Greenfields, New Businesses), new and existing markets, brands and products.
Advising the Board of Directors on the approval of procedures related to the people and company’s development. Advising the Board of Directors on the definition of remuneration and compensation’s policies for executives and employees. Supporting the executive team on the procedures of evaluation, selection, and development of the main leadership. Advising the Board of Directors on the elaboration and implementation of BRF’s culture, monitoring and encouraging the adequate behave of leadership. Proposing measures that align the expectations of shareholders and executives.
Advising the Board of Directors in order to ensure compliance with the mechanisms and controls related with financing risk management, implementation of financial policies, tax procedures, strategic guidelines for fund-raising aligned with our business risk profile, considering the Company’s adequate capital structure. The Committee also will be responsible for monitoring the Company´s results and budgeting. Yet, it will be responsible for monitoring, enhancing and recommending principles, guidelines and best practices of corporate governance and sustainability, including the following main activities: To contribute to the adoption and continuous improvement of governance practices and the proper functioning of the Company’s governance bodies; To ensure the improvement in the management system in order to avoid conflicts of interest, proposing, when necessary, updates for the institutional instruments (bylaw, regiments and policies); To monitor and track the sustainability policy and its implementation; To contribute to the effectiveness of the institutional and socio-environmental responsibility’s policies, collaborating with the issuance of related reports. The Committee will also be responsible for monitoring non-financial or accounting risks, including operational risks and others.
The Audit Committee has the power to act independently, being able to send complaints to the internal audit, which in turn may investigate or hire an independent company, and, whether necessary, mobilize the Board of Directors.
Members: Francisco Petros (coordinator), Walter Malieni Jr, Fernando Maid. Dall’Acqua (external) Sérgio Ricardo Rosa (external)
Of permanent character, consisting of three members, one of whom is a finance expert. It convenes monthly and meets with the Board of Directors as required.
Mr. André Vicentini graduated in Mechanical Production Engineer by Escola Politécnica of the University of São Paulo – USP (2003). Specialization in ALM (Asset Liability Management) and in Risk Management by Educational Institute of BM&FBOVESPA (2010 and 2012). From January 2009 to March 2016, he acted as Corporate Superintendent of Treasury and Financial Services of BM&FBOVESPA S.A., being responsible for the financial management of the companies of the Group, both in Brazil and abroad, in the areas of treasury, financial planning, accounts payable, accounts receivable, credit and collection, reporting to the Financial Officer and having under direct management two managers and a total team of 20 people. He was also responsible for the financial management of the pension plan fund, acting as Director of Investments of Mercaprev (AETQ). From September 2006 to December 2008, he acted as Manager of Financial Management of Telefônica S.A., responsible for the financial operations of the group in local and International markets, for the cash management and structures of protection of market risks, managing a team of Treasury and Structured Operations composed by 6 people and reporting to the Financial Officer. From September 2003 to September 2006, he acted as Financial Analyst of Perdigão Agroindustrial, being member of the Treasury responsible for the management of cash flow, analysis of feasibility and pricing of structured operations, derivatives and operations of foreign trade. From January 2001 to September 2003, he was a trainee at Banco Votorantim, acting in the structuring desk and pricing of products. Mr. André has not suffered in the last five years any conviction (i) criminal, (ii) in a CVM.
Engineer with a master’s degree in Administrative Sciences, he was Head of Finance and Superintendent of Auditing at BNDES and Financial-Administrative Director of Embrafilme. He has participated in several Boards of Directors, since 1986, such as Brasil Ferrovias S.A., FAPES, Indústrias Verolme-Ishibrás and Projeto Jarí. He is currently a member of the Supervisory Board at BRF S.A. and of the Auditing Committee at BNDES.
Graduate in Accounting and Electrical Engineering and post-graduated in Economic Engineering. Severini is the Controller of Valia, were he joined in October 1994. From December 1981 until 1994, he held positions at Arthur Andersen S/C is turned off when having held the position of Audit and Accounting Consultant Manager. He has also held as a member or alternate member in the Supervisory Board of several companies and is chairman of the board of Fundação Vale de Seguridade Social – VALIA.
BRF’s Directors are its legal representatives, mainly responsible for its management and in full compliance with strategic guidelines as set forth by the Executive Board members and approved by the Board of Directors.
Graduated in Business Administration by Fundação Armando Álvares Penteado – FAAP, São Paulo (1993), with several specialization courses in Brazil and abroad. With more than 26 years of professional experience, he worked for Citibank for 17 years, occupying different positions in Corporate and Investment Bank, Treasury, Retail Bank and Financial Control. He was also Executive Director of Treasury at Credicard and held the same position at Banco Citicard until 2008. From 2008 to 2009, he was CFO and Investor Relations Officer at Estácio Participações. Between 2010 and 2011 he was Executive Director of Treasury and Investor Relations of Votorantim Industrial and in March 2011 he was elected CFO and Investor Relations Officer of CPFL Energia S.A. and subsidiaries of the CPFL Energia group. In 2013 he was the CFO and Investor Relations Officer of Votorantim Cimentos S.A .. In September 2017 elected CFO and Investor Relations Officer of BRF S.A.
Alexandre has over 30 years of professional experience and in the last 25 years he has worked in several leading positions (CEO, CFO, COO) in leading companies in their respective South American business segments. He holds a degree in Metallurgical Engineering (1986) and a Master in Computer Science (1990) by the Federal University of Minas Gerais. In addition, he has a postgraduate degree in Financial Management (1991) from the João Pinheiro Foundation and has attended various business development programs at Kellogg School of Business – Northwestern University, Insead and Fundação Dom Cabral.
Executive with experience in the areas of information technology, logistics and supply chain, having previously worked in companies of retail and food sector. Graduated in Computer Science, by the Faculty of Informatics Lemos de Castro and post-graduate (MBA) in Business Executive Management by the School of Administration and Economy of São Paulo of the Getúlio Vargas Foundation (EAESP / FGV). In addition, he attended to courses in Stanford University, the Massachusetts Institute of Technology and Insper.