Board, Council and Committees

Board of Directors

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.

PEDRO PARENTE (CHAIRMAN – MEMBER)

Mr. Parente is graduated in Electrical Engineering from the University of Brasilia. He initiated his career at Banco do Brasil and the Brazilian Central Bank and, between 1999 and 2002, he was State Ministry of Planning and Presidential Chief of Staff. In the private sector, he acted as COO for RBS Group between 2003 and 2009 and as CEO of Bunge Brasil from 2010 to 2014. He was a board member at Petrobrás from 1999 to 2002 and CEO between 2016 and 2018. The executive has acted as board member in different private and public companies, such as CPFL Energia S.A. and B3 S.A. He was elected Global CEO of BRF in 2018 and is also the chairman of its Board of Directors.

Augusto Marques da Cruz Filho (INDEPENDENT VICE CHAIRMAN)

Mr. Augusto Marques da Cruz Filho 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 Development 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. Mr. Augusto Marques da Cruz Filho is also member of the Board of Directors of JSL S.A. and General Shopping.

Dan Ioschpe (INDEPENDENT MEMBER)

Mr. 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. He has entered at 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. Mr. Dan Ioschpe is member of the Board of Directors of WEG, Profarma and Cosan, chairman of the Board of Directors of Sindipeças and presidet of Fórum of Empresas Transnacionais Brasileiras (FET).

Flavia Buarque de Almeida (INDEPENDENT MEMBER)

Ms. Flavia Buarque de Almeida holds a degree in Business Administration from Fundação Getúlio Vargas and an MBA from Harvard Business School. She is partner of the Peninsula Capital Participações S.A. since 2013 and 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, she 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, she worked at McKinsey & Company, where she was a partner.

Francisco Petros Oliveira Lima Papathanasiadis (INDEPENDENT MEMBER)

Mr. Francisco Petros Oliveira Lima 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.

José Luiz Osório de Almeida Filho (INDEPENDENT MEMBER)

Mr. José Luiz Osório de Almeida Filho 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).

Luiz Fernando Furlan (INDEPENDENT MEMBER)

Mr. Luiz Fernando Furlan is a 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).

Roberto Antônio Mendes (INDEPENDENT MEMBER)

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 Financial and Investors Relations officer.

Roberto Rodrigues (INDEPENDENT MEMBER)

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.

Walter Malieni Jr.(MEMBER)

Mr. Walter Malieni Jr. 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. Walter Malieni Jr. 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.

 

Novo Mercado’s definition of an “Independent Director”: (i) not to have any binding connection with the Company with the exception of a stake in the capital; (ii) not to be a Controlling Shareholder, spouse or up to a second degree relation thereof, or not being or not having been in the past three years, linked to the company or entity related to the Controlling Shareholder (persons connected to public education and/or research institutions are excluded from this restriction); (iii) in the past 3 years, not to have been an employee or director of the Company, Controlling Shareholder or of a corporation controlled by the Company; (iv) not to be a supplier or purchaser, directly or indirectly, of the Company’s services and/or products of the to an extent which implies loss of independence; (v) not to be an employee or manager of a corporation or entity which is supplying or demanding services and/or products to the Company; (vi) not to be a spouse or up to a second degree relation of any manager of the Company; (vii) not to receive other remuneration from the Company besides that as Councilor (profits in cash arising out of a stake in the capital are excluded from this restriction).

COMMITTEES

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: Finance and Risk Management; Strategy and Marketing; People, Governance, Organization and Culture; Quality and Sustainability.

The Company also have a Disclosure Committee in accordance with the Sarbanes-Oxley Rules.

Strategy and Marketing Committee

Members: Augusto Marques da Cruz Filho, Flávia Buarque de Almeida, Luiz Fernando Furlan, Eduardo Fontana D’Avila (external member).

People, Organization and Culture Committee

Members: Flavia Buarque de Almeida, Dan Ioschpe, Augusto Marques da Cruz Filho.

Finance and Governance Committee

Members: Francisco Petros Oliveira Lima Papathanasiadis, Roberto Antonio Mendes, Walter Malieni Jr., Dan Ioschpe, Manoel Cordeiro Silva Filho (external member).

Audit and Integrity Committee

Members: Francisco Petros Oliveira Lima Papathanasiadis, Roberto Antonio Mendes, Walter Malieni Jr., Fernando Maida Dallacqua (external member) and Sergio Ricardo Silva Rosa (external member).

Quality and Sustainability Committee

Members: Roberto Rodrigues, Luiz Furlan, José Luiz Osório, Vicente Falconi (external member).

FISCAL COUNCIL

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.

André Vicentini (INDEPENDENT MEMBER)

Mr. André Vicentini graduated in Mechanical Production Engineering by Escola Politécnica of the University of São Paulo – USP (2003) with 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.

Attilio Guaspari (MEMBER)

Mr. Atilio Guaspari graduated in engineering 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 Auditing Committee at BNDES.

Marcus Vinicius Severini (INDEPENDENT MEMBER)

Mr. Marcus Vinivius Severini graduated in Accounting and Electrical Engineering and post-graduated in Economic Engineering. He 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.

 

MANAGEMENT

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.

PEDRO PARENTE (GLOBAL CHIEF EXECUTIVE OFFICER)

Mr. Parente is graduated in Electrical Engineering from the University of Brasilia. He initiated his career at Banco do Brasil and the Brazilian Central Bank and, between 1999 and 2002, he was State Ministry of Planning and Presidential Chief of Staff. In the private sector, he acted as COO for RBS Group between 2003 and 2009 and as CEO of Bunge Brasil from 2010 to 2014. He was a board member at Petrobrás from 1999 to 2002 and CEO between 2016 and 2018. The executive has acted as board member in different private and public companies, such as CPFL Energia S.A. and B3 S.A. He was elected Global CEO of BRF in 2018 and is also the chairman of its Board of Directors.

LORIVAL LUZ (GLOBAL CHIEF OPERANTING OFFICER)

Mr. Luz is graduated in Business Administration from Fundação Armando Álvares Penteado – FAAP. With more than 27 years of experience, he initiated his career at Citibank and occupied different positions in Corporate/Investment Banking and at Credicard. From 2008 to 2009, he was CFO at Estácio Participações. Between 2010 and 2011, he was Global Corporate Treasurer at Votorantim Industrial. In 2011, he took over the position of CFO at CPFL Energia, where he stayed until 2013 when he returned to Grupo Votarantim as CFO at Votorantim Cimentos. In 2017, he was elected CFO at BRF S.A. and, in 2018, he assumed the position of Global Chief Operating Officer (COO).

Elcio Ito (CHIEF FINANCIAL AND INVESTOR RELATIONS OFFICER)

Mr. Elcio Ito is graduated in Business Administration from FAAP, holds an MBA degree in Finance from Saint Mary’s University and an MSc. degree in Political Economy from PUC-SP. He initiated his career at Lloyds Bank and served for 10 years in finance at General Motors (4 years abroad – USA, Switzerland, and Germany). For 7 years at BRF, the executive acted in Treasury, Strategic Planning, Capital Budgeting, Market Risk, and Investor Relations. In 2017, he took over the position of Vice-President of Integrated Planning and, in 2018, he was appointed CFO of BRF.

VINÍCIUS BARBOSA (OPERATIONS AND PROCUREMENT OFFICER)

Mr. Barbosa is graduated in Production Engineering from the University of Rio de Janeiro and holds an MBA degree from IBMEC. He initiated his career as a trainee at Brahma and served in several positions in procurement, operations, and logistics. He was responsible for the integration of several M&As in the supply chain department. Before joining BRF, the executive was Vice-President of Operations and Logistics at Anheuser-Busch for the US and Canada. He took over the position of Operations and Procurement Officer of BRF in 2018.

 

COMPENSATION

The aggregate total compensation paid to members of the board of directors, fiscal council and executive officers in 2017 (including salaries, profit sharing payments, as described below, and benefits) was R$31.5 million. In addition, no amounts were paid to our executive officers in 2017 as part of our profit sharing plan.

The amount of variable compensation paid to each executive officer in any year pursuant to our profit sharing plan is primarily related to our EBITDA, but is also based on an assessment by our board of directors of the performance of the officer during the year. The amount paid depends on the amount of the profit sharing payment to a multiple of the officer’s monthly salary, considering results like minimum EBITDA target, quality standards of our mains products and budget’s area for the year. We believe this methodology provides a reasonable cap on the amount of compensation paid to executive officers pursuant to our profit sharing plan.