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. 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 acted as presidet of Fórum of Empresas Transnacionais Brasileiras (FET). Currently, he is member of the Board of Directors of WEG, Profarma, Cosan and Marcopolo, president of Institute for Industrial Development Studies (IEDI) and president of the Board of Director of Sindipeças. Beyond member of the board of director, he is Coordinator of People, Governance, Organization and Culture Committee and member of Finance and Risk Management Committee of BRF.
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.
Ms. Flavia Bittencourt has a degree in Chemical Engineering from the Federal University of Rio de Janeiro – UFRJ, an MBA in Marketing from the Escola Superior de Propaganda e Marketing – ESPM and an Executive MBA from Fundação Dom Cabral. She served as a member of the Board of Directors of Lojas Marisa between 2018 and 2019 and was a Senior Consultant at The Carlyle Group from 2012 until 2013. Ms. Flávia Bittencourt has a long history at Oi – Telemar, with over 10 years of experience in positions as Voice Market Manager (2001 – 2003), General Marketing Manager at Oi Móvel and, later, at Oi Group (2003 – 2005) ) and also held the position of Chief Marketing Officer and Chief Marketing Officer (2005 – 2011). In addition, she was Director of Lácteos Brasil, co-founder of STORIES4FUN, and Senior Vice President of Latin America and National President (Brazil) of Sephora Brasil. He is currently CEO of Adidas and a member of the Board of Directors of Tim Brasil.
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 2003. 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). He was Advisory Board of the Millstein Center for Corporate Governance at Yale and Columbia University.
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).
Mr. Ivandré Montiel da Silva graduated in Economic Sciences, with a postgraduate degree in Finance from the Pontifical Catholic University of Rio Grande do Sul (PUC-RGS) and a Masters in Economics from the University of Brasília (UNB), in addition to having taken several courses in training and specialization for Directors with a focus on corporate governance, management and capital markets by the Brazilian Institute of Corporate Governance (IBGC) and Fundação Dom Cabral. He served as Deputy Secretary of the Economic Policy Secretariat in the Ministry of Finance from December 2015 to January 2019, in addition to serving as Executive Manager of the Agribusiness Directorate (2012 – 2015) and Vice President of Agribusiness (2019 – 2020) of the Banco do Brasil SA Mr. Ivandré Montiel Silva has also held the position of member of the Board of Directors of Mapfre BB SH1 Participações (BrasilSeg) from January 2019 until January 2020. He currently holds the position of CEO of BrasilSeg.
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.
Mr. Marcelo F. Bacci holds a degree in Public Administration from Fundação Getúlio Vargas – FGV, as well as an MBA in Finance and Capital Markets from IBMEC – Brazilian Institute of Capital Markets and the title of “Master” in Business Administration through the Stanford Graduate School of Business, also holding certificates focused on the effectiveness of the Boards of Directors and Public and Global Management by institutions such as Harvard Business of School and Stanford GSB . Mr. Marcelo F. Bacci was elected one of the most admired CFOs in Brazil by Análise Editorial Magazine in the years 2017, 2018 and 2019 and was the winner of the IBEF 2018 Equilibrist Award (CFO of the year). He held several positions at UNIBANCO – União de Bancos Brasileiros, starting his career as a Trainee in 1991, later he held the positions of Associate – Corporate Finance (1991–1993), International Capital Market Manager (1994-1997) and International Treasury Manager (1998). As a result, he worked at several companies, acting as Summer Associate – Financial Institutions Group at Lehman Brothers, INC.; Financial Manager (2000-2001), Director of Finance and Administration (2001-2004) and Executive Director – CFO (2004-2005) at PROMON S / A; also occupied the positions of CFO – Northern Latin America (2005-2009) and CFO – Bioserv (2009-2011) by Louis Dreyfus Company . He is currently the CFO of Suzano Group, company in which he has worked for more than 09 years, and holds the position of member of the Board of Directors of Vracel Celulose SA He has already served on the Boards of Directors of companies such as Biosev, Terminal de Exportação de Açúcar Guarujá (TEAG), Companhia Nacional de Açúcar and Alcohol (CNAA) and Trópico Sistemas.
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; People, Governance, Organization and Culture; Quality and Sustainability.
The Company also have a Disclosure Committee in accordance with the Sarbanes-Oxley Rules.
Members: Flavia Buarque de Almeida (coordinator), Dan Ioschpe, Flavia Maria Bittencourt.
Members: Dan Ioschpe (coordinator), Ivandré Montiel da Silva, Marcelo Feriozzi Bacci, Manoel Cordeiro Silva Filho (external member).
Members: Augusto Marques da Cruz Filho (coordinator), Ivandré Montiel da Silva, Marcelo Feriozzi Bacci, Valmir Pedro Rossi (external member), Jerônimo Antunes (external member).
Members: Roberto Rodrigues (coordinator), Luiz Furlan, José Luiz Osório, Flavia Maria Bittencourt.
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 Engineering by Escola Politécnica of the University of São Paulo – USP with specialization in ALM (Asset Liability Management) and in Risk Management. Working as Corporate Superintendent of Treasury and Financial Services he has more than 20 years’ experience in the financial management of large corporations, such as BM&FBOVESPA S.A., Telefonica SA, Perdigão SA e Banco Votorantim.
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.
Mrs. Maria Paula has a bachelor in administration by FGV-EAESP, Post graduated in Administration with specialization in Finances by FGV-EAESP, Posts graduated in Accounting Sciences by FGV-RJ, MBA Controller by Universidade de São Paulo – USP and Master in Controllership and Accountability by FEA/USP. She was (i) Member of the Board of Directors for 5 years in Fibria Celulose S.A. (2013-2018), acting as coordinator of CAE–Committee of Statutory Audit, since its implementation, (ii) Member of the Board of Directors of Paranapanema S.A. (2014-2016), also as coordinator of the Audit Committee, in this case non-statutory, (iii) Tax Advisor for 2 years in Fibria Celulose S.A. (2011-2013) and another 2 years in Invepar S.A. (2016-2018) Currently, she acts in the Audit and Risks Committee of Grupo Hapvida as specialist in management of risks and studies of the financial statements. She is a certified Board Member by the ICSS-A, with participation in the commission of Management of Risks and Controls of IBGC and participation in the Board Members of EY. She is a specialist adviser in controllership, internal controls and systems of corporate management. Employee of Banco do Brasil from 1981 to 2007, having exercised the function of Executive Manager of the Controllership Board and Distribution Board. Has experience in 28 financial institutions, both in the conception of models, as in the implantation and development of tolls and management systems. Action in planning and budget, costs, management accounting, risks management, management in the area of distribution of bank services, management of agency network, of service terminals, of the process of service to clients. Mrs. Maria Paula has not suffered in the last five years any conviction (i) criminal, (ii) in a CVM administrative proceeding or (iii) a final, judicial or administrative decision that has suspended or disqualified her for the practice of any professional or commercial activity.
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.
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).
Mr. Moura graduated on Accounting from Universidade Federal do Rio de Janeiro – UFRJ and holds a post-graduation degree on Financial Administration from Fundação Getúlio Vargas do Rio de Janeiro (FGV/RJ) and an MBA degree on Managerial Administration from Fundação Dom Cabral, with an extension from Kellogg School of Management. From May 2011 until September of the current year, he acted as Executive Officer and CFO of Companhia Brasileira de Metalurgia e Mineração (CBMM). From November 2009 until May 2011, he occupied the position of Corporate Vice-President and CFO of Diagnósticos da América S.A. (DASA). He also acted as Officer to the wholesale sector and was partner of Itaú Unibanco Holding Financeira, from December 2001 to November 2009 and worked previously at Banco Bozano, Simonsen and Deloitte Touche Tohmatsu..
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.
Mr. Manzaro holds a degree in Business Administration from the University of Santana and an MBA in Advertising and Marketing from School of Higher Education in Advertising and Marketing (ESPM), with a 37-year experience in business management in the food sector, with a solid performance in commercial and restructuring areas. Mr. Manzaro initiated his career as a trainee at AMBEV in 1991, where he worked for 14 years, with an outstanding career in the commercial area, leading restructurings, GTM and strongly acting in the route and self-service channels. At BRF, his 10-year career initiated in 2005 in the AS channel, where he headed business of Rezende/Wilson brand, the TAC/CADE project, In Natura and conducted the GTM of dairy products and route channel. In 2013, he took over the retail commercial executive board, directly managing the teams of Sadia, Perdigão, Lácteos (dairy products) and Food Service. In 2015, he assumed São Paulo regional executive board, in charge of Brazil’s highest volume. Between 2015 and 2018, Mr. Manzaro served as Grano’s CEO and in 2018, he returned to BRF as Chief Commercial Officer Brazil.
Mr. Bonorino holds a degree in Economics from Federal University of Rio de Janeiro and an Executive MBA from Dom Cabral Foundation, he has a 25-year experience, the last 17 years holding executive positions. Mr. Bonorino initiated his career as an auditor at KPMG. In 1993, he worked for IBM at the Human Resources area, where he led transformation projects of various people management disciplines nationwide, regionally and globally. Mr. Bonorino has international experience, as he lived in different countries where he held relevant positions in the HR area, highlighting the position of Global VP of Recruiting at IBM Corporation in China and South America HR officer in Argentina. Between 2016 and 2017, he served as Global VP of HR, Services, and Transformation. In 2017, he joined BRF as VP of Human Resources and in 2018, also assumed the shared services area.
Mr. Peixoto Junior holds a degree in Chemical Engineering, with a master’s degree in Biotechnology and an MBA, all from the Federal University of Rio de Janeiro. Mr. Neil Peixoto has a 20-year national and international experience, in the food industry. With a solid background in R&D, Quality, Manufacturing, and Business, he initiated his career at Fleischmann & Royal in 1997, as manager of the Biotechnology Center, where he also served in LATAM Food Service. He worked for 10 years at Kraft Heinz, in the Corporate Affairs area, and in 2007, he held the position of R&D Officer at the beverage, pastries and cheese unit for 5 years in the USA and subsequently as R&D and Quality Officer for 4 years in Mexico. At Mondelez International, he worked in Switzerland where he held the position of Executive Officer of R&D, Global Quality Officer, and R&D Europe. Since 2018, Mr. Neil has been serving as VP of Quality and Sustainability at BRF.
Mr. Dallorto holds a degree in Mechanical Engineering from Federal University of Espírito Santo, with master’s degree and Ph.D. in industrial engineering from Pontifical Catholic University of Rio de Janeiro (PUC-RJ) and an MBA from Dom Cabral Foundation. Mr. Leonardo Dallorto has an 18-year experience, the last 10 years holding executive positions. He initiated his career at Vale in 2002 in Railway and Port logistics area and took part in the company’s international expansion, working in projects in Canada, India, and Africa. Between 2007 and 2011, he served at the consulting firm McKinsey&Co focused on Supply Chain, Procurement, Strategy and M&A of different sectors companies in Latin America. Mr. Dallorto joined BRF in 2011 and since 2012 he has been serving as Officer, heading the Supplies, Integrated Planning area. As Officer at the Commercial VP Brazil, he led the Logistics and South Region units, developing customer relationship programs, GTM, and review of distributors’ role in the region. As Industrial Operations Officer, he took part in definitions of manufacturing footprint and led the productivity project (Guide). Since 2018, Mr. Leonardo has been serving as VP of Integrated Planning & Supply Chain.
The aggregate total compensation paid to members of the board of directors, fiscal council and executive officers in 2019 (including salaries, benefits and variable compensation) was R$62.2 million.
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.