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 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.
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.
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 holds a degree in Chemical Engineering from the Federal University of Rio de Janeiro – UFRJ, a graduate degree in Marketing from Escola Superior de Propaganda e Marketing – ESPM and an Executive MBA from Fundação Dom Cabral. She was a member of the Board of Directors at Lojas Marisa from 2018 to 2019 and was a Consultant at The Carlyle Group from 2012 to 2013. Ms. Bittencourt has a long history at Oi – Telemar, with over 10 years of experience in positions such as Voice Market Manager (2001 – 2003), General Marketing Manager at Oi Móvel and, later, at Oi Group (2003 – 2005), and Chief Marketing Officer (2005 – 2011). In addition, she was a Marketing Officer of Lácteos Brasil, co-founder of STORIES4FUN and Senior Vice-President of Latin America and National President of Sephora Brasil. Under her leadership, Sephora Brasil has introduced an innovative measure by creating the kiosk concept, presenting own collections to a wider audience, thus making the brand more accessible. She is currently the CEO of Adidas and a member of the Board of Directors of Tim Brasil. In addition to being a member of the Board of Directors, Ms. Bittencourt is also a member of the People, Governance, Organization and Culture Committee and the Quality and Sustainability Committee and the Coordinator of the Consumer Intelligence Committee. Over the last five years, Ms. Bittencourt has not had any criminal conviction, any conviction in a CVM administrative proceeding or any final and unappealable conviction in the judicial or administrative sphere that has suspended or disqualified her for engaging in any professional or commercial activity. Mr. Bittencourt has declared not to be a Politically Exposed Person, pursuant to art. 3-B, of CVM Instruction 301/99, as amended, as she does not fit into any situation that characterizes a Politically Exposed Person.
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 holds a degree in Chemical Engineering from FEI (School of Industrial Engineering) and a degree in Business Administration from Universidade de Santana in São Paulo. He also completed specialization and graduate programs in Brazil, at the Getúlio Vargas Foundation, in 1980 and abroad, at INSEAD AMP, in 1991. He is currently a member of the Board of Directors of Telefônica Brasil S.A. and has been a member of the Advisory Board for education of the Ayton Senna Institute since 2008. He was the Chair of the Board of Directors of Sadia S.A. from 1993 to 2002 and from 2008 to 2009 and also held several executive positions between 1976 and 1993. He was a Co-Chair of the Company’s Board of Directors (2009 – 2011); a member of the Global Board of Panasonic (Japan) (2008 – 2013); a member of the Board of Directors of Telefonica (Spain) (2008 – 2019), Walmart International (USA) (2011 – 2013), AMIL Participações S.A. (2008 – 2013) and AGCO Corporation (USA) (2010 – 2017); and a member of the Advisory Board of Abertis Infraestructuras SA (Spain) (2013 – 2015). He was Minister of State for Development, Industry and Foreign Trade from 2003 to 2007. He was also the Chair of the Board of Directors of Fundação Amazonas Sustentável (FAS) from 2008 to 2016, a non-governmental organization aimed at fighting deforestation and supporting the communities that live in the state conservation units, seeking the sustainable development of the region, having become its honorary chair. He was a member of the Global Ocean Commission (USA) from 2013 to 2015 and the Chair of the Decision-making Body of SP Negócios (nominated by the mayor of São Paulo city) from 2017 to 2020, in addition to being a member of the Brazil-Japan Wise Group, which seeks to strengthen the economic partnership between the two countries. In 2007, he attended a seminar on Sustainable Development organized by Harvard University, in the United States. In addition to being a member of the Company’s Board of Directors, Mr. Furlan is a member of the Quality and Sustainability Committee.
Mr. Ivandré Montiel da Silva holds a degree in Economics, a graduate degree in Finance from the Pontifical Catholic University of Rio Grande do Sul (PUC -RS) and a master’s degree in Economic Management of the Environment from the University of Brasília (UNB), in addition to having completed several training and specialization programs for Board Members, focusing on corporate governance, management and capital markets, at the Brazilian Institute of Corporate Governance (IBGC) and Fundação Dom Cabral. He was a Deputy Secretary of the Economic Policy Secretariat at the Ministry of Finance from December 2015 to January 2019, in addition to having worked as an Executive Manager of the Agribusiness Office (2012 – 2015) and Vice-President of Agribusiness (2019 – 2020) of Banco do Brasil S.A and CEO of BrasilSeg in 2020. Mr. Montiel was also a member of the Board of Directors of Mapfre BB SH1 Participações (BrasilSeg) from January 2019 to January 2020 and Banco da Amazônia S.A. In addition to being a member of the Board of Directors, Mr. Montiel is a member of the Audit and Integrity Committee, the Finance and Risk Management Committee and the Consumer Intelligence Committee. Over the last five years, Mr. Montiel has not had any criminal conviction, any conviction in a CVM administrative proceeding or any final and unappealable conviction in the judicial or administrative sphere that has suspended or disqualified him for engaging in any professional or commercial activity. Mr. Montiel has declared to be a Politically Exposed Person, pursuant to art. 3-B, of CVM Instruction 301/99, as amended, because he held the position of Vice-President of Agribusiness at Banco do Brasil.
Mr. Roberto Rodrigues holds a degree in Agricultural Engineering from the Luiz de Queiroz School of Agriculture – ESALQ-USP in 1965. He was awarded an honorary doctorate degree from the Júlio de Mesquita Filho São Paulo State University – UNESP in 1998. He was a professor at the School of Agricultural and Veterinary Science of UNESP – Jaboticabal Campus between 1967 and 1987 and between 1995 and 2021. In addition to having been a member of the Board of Directors of Minerva S.A., he was the Chair of the Organization of Brazilian Cooperatives (1985 – 1991), Brazilian Rural Society (1994 – 1996), the Brazilian Agribusiness Association (1999 – 2002), the International Co-operative Alliance (1997 – 2001) and the National Academy of Agriculture (linked to SNA), as well as the Vice-Chair of the Brazilian Foundation for Sustainable Development. He was also Brazil’s Minister of Agriculture between 2003 and 2006 and the Chair of the Superior Agribusiness Council of the Federation of Industries of the State of São Paulo – COSAG FIESP. He has been a member of the Advisory Board of the Organization of Cooperatives of the State of São Paulo (OCESP), a non-profit association that is the institutional body of the cooperative system of Sao Paulo, since 1990, CerradinhoBIO and Heringer. He is also a member of COSAG FIESP and a Special Ambassador for Cooperativism of the Food and Agriculture Organization (“FAO”) of the United Nations. Finally, since 2006, he has been the Coordinator of the Agribusiness Center of the São Paulo School of Economics of Fundação Getúlio Vargas – FGV. In addition to being a member of the Company’s Board of Directors, Mr. Rodrigues was also the Coordinator of the Company’s Quality and Sustainability Committee.
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.
Members: Flavia Maria Bittencourt (coordinator), Flavia Buarque de Almeida, Ivandré Montiel da Silva.
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 Fundação Dom Cabral, he has almost 30 years of experience, the last 19 of which he has served executive positions. He started his career as an auditor at KPMG. In 1992, he joined IBM in the HR function, where he conducted projects for the transformation of multiple people management disciplines on a national, regional and global scale. In the corporate world, he has had experiences in different cultures and lived in different countries, where he held relevant HR positions. Some of his roles at IBM were HR Director for Spanish South America, from Argentina; HR Director of Brazil and later for the whole of Latin America. He also held global roles in the company, especially as Vice President for Global Recruitment, based in China. Before joining BRF, he served as Global Vice President of HR in the “Services Delivery and Transformation” unit. In 2017, he joined BRF as Global Vice President of Human Resources and, in 2018, he also headed the Shared Services and Technology teams.
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.
Ms. Grazielle Parenti holds a degree in Business Administration from Fundação Getúlio Vargas (“FGV”), an MBA with emphasis in Marketing from FIA/USP and a post-graduate degree in Public Policy from FGV. Ms. Grazielle Parenti has over 25 years of experience and high representation in the Industry, having worked at Votorantim, Diageo and Mondelez. Currently, she is also President of the Board of ABIA – Brazilian Association of the Food Industry, President of the BRF Institute, a member of the Board of several trade associations, and a member of the Advisory Council of the Private Sector (Conex), a collegiate of the Executive Chamber of Foreign Trade of the Ministry of Economy and the Brazil-China Business Council. Ms. Grazielle Parenti is very committed to the Diversity and Inclusion agenda, she is the president of the Brazilian Chapter of the BRICS Woman Business Alliance and other national and international initiatives. Finally, in May 2021 Ms. Grazielle Parenti took the position of Vice-President of Corporate Affairs, Reputation and Sustainability at BRF S.A.
Mr. Marcel Sacco holds a bachelor’s degree in Marketing from Escola Superior de Propaganda e Marketing (“ESPM”) and a master’s degree in Business Administration with emphasis in Finance from Fundação Getúlio Vargas (“FGV”). He also completed specializations in Advanced Marketing Management at IMD in Switzerland, in Advanced General Management at INSEAD, located in France, as well as the Leadership Program at the Institute for Creative Leadership in San Diego, California. In addition, Mr. Marcel Sacco completed the Councilor Development Program at Fundação Dom Cabral. In 2008, he was nominated as one of the three best marketing professionals in Brazil by Prêmio Caboré. Mr. Macel Sacco has worked in companies such as Parmalat Brasil, Telefônica, Schincariol and Bauducco. For the past five years, he has held the position of General Manager Brazil & LatAm at The Hersey Company from 2019 until 2021, where he previously served as General Manager Brazil & South America from 2013 until 2019. Currently, Mr. Marcelo Sacco serves as a member of the Board of Directors at Farmax – Indústria de Cosméticos e Farmacêuticos and NGO Gerando Falcões. Finally, in May 2021 he moved to the position of Vice-President of New Businesses at BRF S.A.
In 2020, the aggregate total compensation paid to members of the board of directors, fiscal council and audit and integrity committee and executive officers (including salaries, profit sharing payments and benefits) was R$89.7 million.
The amount of variable compensation paid to each executive officer in any year pursuant to our profit-sharing plan is primarily related to financial and non-financial results such as EBIT, ROIC, TSR, FCF, net income, adherence to quality standards, work safety index and ESG KPIs, as traceability of grains, reduce water consumption, women in leadership, recyclable, reusable or biodegradable packages and promote education to reduce food waste. It is also based on an individual performance of each officer conducted by the CEO and members of Board of Directors. This methodology follows best market practices and provides reasonable maximum amounts while ensuring our market competitiveness in terms of compensation and retention.