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. Marcos Antonio Molina dos Santos is Chairman of Marfrig’s Board of Directors. He has over 30 years’ experience in the food sector, having started his professional activity at the age of 16, when he opened his first business: a food distribution company. Since Marfrig was set up, Mr. Molina has been active with Marfrig’s key clients, strengthening commercial relationships at national and international level, which have enabled the development and evolution of industrial and quality processes, with a view to exceeding expectations in the global scenario.
Mr. Molina is also a partner and CEO of MMS PARTICIPAÇÕES LTDA. which is the Company’s controlling shareholder. In the last five years, Mr. Molina has not been convicted of any (i) criminal offense, (ii) CVM administrative proceeding or (iii) final and unappealable judicial or administrative offense that has suspended or disqualified him from practicing any professional or commercial activity. Mr. Molina has declared that he is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as he does not fit into any of the situations that characterize a Politically Exposed Person.
Ms. Marcia Aparecida Pascoal Marçal dos Santos has been a member of Marfrig’s Board of Directors since March 2007. She has extensive experience at Marfrig, having been responsible for the financial area from 2000 to 2006 and for the internal audit team from 2000 to 2006. In addition, Ms. Marçal dos Santos actively participates in the Marfrig Fazer e Ser Feliz Institute for Social Responsibility, as President Director. Ms. Marcia Aparecida Pascoal Marçal dos Santos is also a partner and vice-president of MMS PARTICIPAÇÕES LTDA. which is Marfrig’s parent company. Ms. Marçal dos Santos has not been convicted in the last five years of any (i) criminal offense, (ii) CVM administrative proceeding or (iii) final and unappealable judgment, in the judicial or administrative sphere, that has suspended or disabled her from practicing any professional or commercial activity. Ms. Marçal dos Santos declared that she is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as she does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Sérgio Agapito Lires Rial’s professional career includes the positions of CEO of Marfrig, Executive Vice President and Global CFO of Cargill and President of Banco Santander Brasil. He was also a member of Cargill’s board of directors for nine years. He was president of Seara Alimentos S.A., managing director of Bear Stearns & Co. in New York, director of ABN AMRO Bank and member of the board of directors of ABN AMRO Bank in the Netherlands, as well as member of the board of directors of Mosaic Fertilizers. He holds a law degree from the Federal University of Rio de Janeiro and an economics degree from Gama Filho University, as well as an MBA from IBMEC in São Paulo and specializations from Harvard Business School, Wharton School of Business at the University of Pennsylvania and INSEAD in France. Mr. Rial has not suffered, in the last five years, any conviction (i) criminal, (ii) in an administrative process of the CVM or (iii) final and unappealable, in the judicial or administrative sphere, that has suspended or disabled him from practicing any professional or commercial activity. Mr. Rial has declared that he is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as he does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Marcos Fernando Marçal dos Santos has a degree in business administration from Fundação Armando Alvares Penteado – FAAP, is taking the “Jornada Sucessor” preparatory course promoted by Consultoria Falconi and is a member of the Remuneration, Corporate Governance and Human Resources Committee of Marfrig Global Foods S. A. He has solid professional experience in the agribusiness sector, having held the positions of Auditor (2015 – 2018), Commercial (2018), General Manager at the Bataguassu Unit of Marfrig. A. He has solid professional experience in the agribusiness sector, having held the positions of Auditor (2015 – 2018), Commercial (2018), General Manager at the Bataguassu – MS Unit (2018-2019) and General Manager at the Várzea Grande – MT Unit (2019-2021). He currently holds the position of Supply Chain Director (2021 – current) at Marfrig Global Foods S.A.
Ms. Flavia Bittencourt has a degree in Chemical Engineering from the Federal University of Rio de Janeiro – UFRJ, a postgraduate degree 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 Consultant at The Carlyle Group, from 2012 to 2013. Ms. Flávia Bittencourt has a long career at Oi – Telemar, with more than 10 years of experience, in positions such as Voice Market Manager (2001 – 2003), General Marketing Manager of Oi Móvel and, later, of the Oi Group (2003 – 2005) and also held the position of Marketing Superintendent Director (2005 – 2011). She was also Marketing Director of Lácteos Brasil, co-founder of STORIES4FUN and Senior Vice President of Latin America and National President of Sephora Brasil. She is currently CEO of Adidas and member of Tim Brasil’s Board of Directors. In addition to being a member of the Board of Directors, Ms. Flavia Bittencourt is also a member of the People, Governance, Organization and Culture Committee and the Sustainability Committee. Ms. Flavia Bittencourt has not been convicted in the last five years of any (i) criminal offence, (ii) CVM administrative proceeding or (iii) final and unappealable conviction, in the judicial or administrative sphere, which has suspended or disqualified her from practicing any professional or commercial activity. Ms. Flavia Bittencourt declared that she is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as she does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Pedro is a civil engineer from the Polytechnic School of the University of São Paulo – 1972; Master of Science from the Massachusetts Institute of Technology – 1974; PhD in Production Engineering from the Polytechnic School of the University of São Paulo – 1984; Farmer and cattle rancher in the states of São Paulo, Mato Grosso do Sul and Piauí for the last 40 years. He is a business consultant, Secretary of Production and Commercialization of MAPA, 2001 to 2002 and President of the Brazilian Rural Society from 1990 to 1993 and Vice President from 2017 to 2019. Mr. Pedro declares that he has not suffered: (i) any criminal conviction; (ii) any conviction in a CVM administrative proceeding and the penalties applied; (iii) any final and unappealable conviction, in the judicial or administrative sphere, that has suspended or disabled him from practicing any professional or commercial activity. Mr. Pedro has declared that he is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as he does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Augusto Marques completed his doctorate and post-graduate credits in Economic Theory at the Institute of Economic Research (IPE) of the University of São Paulo, graduated in Economic Sciences from the Faculty of Economics and Administration of the University of São Paulo (FEA-USP), and attended the Insead Executive Program at the Institut Européen d’Administration des Affaires. He worked at Grupo Pão de Açúcar for 11 years, serving as the company’s executive director, financial administrative director and, for two and a half years, as CEO, until he left the position in 2005. Between 2005 and 2010, he was a member of B2W’s Board of Directors and Audit Committee. From April 2016 to August 2019, he was Chairman of the Board of Directors of BR Distribuidora. He is currently a member of the Board of Directors of SIMPAR S.A. (formerly Grupo JSL S.A.) and General Shopping, as well as acting as a member of the Board of Directors and coordinator of the Company’s Audit and Integrity Committee. Mr. Augusto Marques da Cruz Filho has not suffered, in the last five years, any conviction (i) criminal, (ii) in an administrative process of the CVM or (iii) final, in the judicial or administrative sphere, that has suspended or disabled him from practicing any professional or commercial activity. Mr. Augusto Marques declared that he is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as he does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Eduardo Pocetti was a sitting member of Marfrig’s Fiscal Council from 2014 to 2022. He is a Chartered Accountant and a member of the Brazilian Academy of Accounting and the São Paulo Academy of Accounting and holds an MBA in Business Administration from FGV. He was a partner at KPMG Auditores Independentes, Chairman of the National Board (2013 to 2015) and of the Board of Directors of IBRACON – Instituto dos Auditores Independentes do Brasil (2016 to 2021) and has 30 years’ experience in auditing companies. From 2004 to 2011, he was President of BDO Auditores Independentes S/A, where he represented the name of BDO Brazil to all member firms of the international BDO network. He has extensive experience in corporate accounting, independent auditing, finance, economic and financial planning and coordination at management and board level in several large, national and multinational companies in the industrial and financial sectors. He is the lead partner in several IPO transactions and special corporate finance projects for the purchase and sale of companies. Mr. Pocetti is also a member of the Board of Directors of the publicly traded company Mahle Metal Leve S.A., a member of the Supervisory Board of Camil Alimentos S.A. and coordinator of the Advisory Board of CIEE – Centro de Integração Empresa Escola. Mr. Pocetti has not suffered, in the last five years, any conviction (i) criminal, (ii) in an administrative process of the CVM or (iii) final, in the judicial or administrative sphere, that has suspended or disabled him from practicing any professional or commercial activity. Mr. Eduardo declared that he is not a Politically Exposed Person, under the terms of CVM Resolution 50/21, as amended, as he does not fit into any of the situations that characterize a Politically Exposed Person.
Mr. Márcio Hamilton Ferreira holds a degree in Business Administration from the Faculdade de Administração de Brasília, a post-graduate degree in Training for Senior Executives from the Fundação Getúlio Vargas and is certified as a Board Member by the IBGC. He worked for more than 30 years at Banco do Brasil (1986-2019), where he held the positions of Director of Capital Markets and Investments (2009), Director of Finance (2009-2012), Director of Credit (2012-2014), Chief Executive Officer of BB Asset (2015-2017) and, as of Jan/2017, he held the positions of Vice President of Internal Controls and Risk Management and Vice President of Wholesale Business. He was responsible for managing the pension plan at Brasilprev, holding the position of Chief Executive Officer (2020). He served as Chief Executive Officer of BB seguros (2020-2021) and Executive Vice President of the company ELO Serviços (2021-2022). He also served as a member of the Board of Directors of the Guarulhos Airport Concessionaire (2016-2017); Member of the Board of Directors of Invepar (2016-2017), Member of the Board of Directors of QUOD – Gestora de Crédito (2017-2019), Chairman of the Board of Directors of Brasilcap Capitalização S.A (2017-2019), Chairman and Member of the Board of Directors of Neoenergia S. A (2015-2016 / 2017-2019 / 2020-2021), Chairman of the Board of Directors of BB DTVM (2017-2020), Member of the Board of Directors of Banco Patagônia (2019-2020), Member of the Board of Directors of Vale (2019), Chairman and Member of the Board of Directors of Brasilprev Seguros Previdência (2020-2021). He was a member of the Executive Board of Febraban (2017-2020), Anbima (2016-2017) and Fenaprevi (2020). He is currently a member of the Board of Directors of Livelo, Gerdau and Metalúrgica Gerdau.
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; Sustainability.
The Company also have a Disclosure Committee in accordance with the Sarbanes-Oxley Rules.
Members: Sergio Agapito Rial (coordinator), Flávia Maria Bittencourt, Deborah Stern Vieitas.
Members: Sergio Agapito Rial (coordinator), Altamir Batista Mateus da Silva, Augusto Marques da Cruz Filho, Aldo Luiz Mendes.
Members: Augusto Marques da Cruz Filho (coordinator), Deborah Stern Vieitas, Eduardo Augusto Rocha Pocetti, Manoel Cordeiro Silva Filho (external member).
Members: Pedro de Camargo Neto (coordinator), Aldo Luiz Mendes, Flávia 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. Marco Antônio Peixoto Simões Velozo has a degree in economics and accounting from Faculdades Integradas Cândido Mendes, and an MBA in corporate finance from IBMEC. He has extensive experience as a technical assistant in legal disputes and arbitrations (as a technical assistant or as an expert in the Arbitration Court, in the CBMA and in the FGV Chamber of Conciliation and Arbitration) and has been an independent auditor of companies since 1989. Mr. Marco Antônio is a founding partner of Vértice Auditoria, where he is responsible for the technical area and audit methodology. Mr. Marco Antônio has not suffered, in the last five years, any conviction (i) criminal, (ii) in an administrative process of the CVM, the Central Bank of Brazil or the Superintendence of Private Insurance or (iii) final, in the judicial or administrative sphere, which has suspended or disabled him from practicing any professional or commercial activity.
Mr. Ricardo Florence dos Santos. Mr. Ricardo Florence dos Santos, 69, has served as a member of Marfrig’s Fiscal Council since 2020, on the Advisory Boards of the companies ATMO and BENCORP and as a member of the Statutory Audit Committee of the companies MOVIDA Aluguel de Carros and CPFL Energia. He served as an independent member of the Board of Directors of Movida Aluguel de Carros S.A. between 2016 and 2023, as Vice President of Finance (CFO) of Marfrig Global Foods S.A between 2013 and 2016, as Statutory Director of Investor Relations between 2007 and 2014 and as a member of the Supervisory Boards of CPFL Energia and its subsidiary CEEE-T between 2017 and 2022. A chemical engineer with a degree from USP’s Polytechnic School and a Business Administration degree from Mackenzie University, he has an MBA in Strategy and Finance from IBMEC-SP. He previously worked at Grupo Pão de Açúcar for 16 years (1984-2000) in various positions such as Strategic Planning Director, Finance Director and Statutory Investor Relations Director. He was also responsible for the IR areas of UOL Inc. (Grupo Folha de São Paulo – 2000/2001) and Brasil Telecom (2005-2007). He was involved in a number of IPOs, mergers, acquisitions and asset sales at the companies he worked for. He sat on the Boards of Directors of Grupo Pão de Açúcar (1995-1999), UOL – Grupo Folha (2001) and IBRI – Instituto Brasileiro de Relações com Investidores (1998-2001 and 2014-2019), where he was also executive chairman from 2010 to 2013, and on the Advisory Boards of Dentalcorp S.A. (2002 to 2006) and Granol (2020 to 2023).
Mr. Alexandre Eduardo De Melo, accountant, graduated from the University of São Paulo – USP and affiliated to the Regional Accounting Council of São Paulo, Brazil. He has a postgraduate degree in Tax Law from the São Judas University in São Paulo, Brazil. He works as a financial, accounting and tax consultant, providing services in Brazil, the United States and the European Union. He was Chief Financial Officer of Agropecuária Jacarezinho between 2016 and 2019 and Controlling Officer of Marfrig Global Foods S.A. from 2005 to 2013, with more than 20 years of experience in controlling, finance and accounting. Strong experience in financial structures such as bonds, senior notes, Initial Public Offering – IPO, Follow On, livestock and agricultural funding. Strong experience in supporting financial reports for the Brazilian Securities and Exchange Commission (CVM). He has worked on IPO processes, mergers, acquisitions and asset sales in the companies he has worked for. He was Senior Auditor and Tax Consultant at BDO Auditores e Consultores Independentes between 2000 and 2004. He has extensive experience in supporting independent auditors, with experience in analyzing financial statements and solid knowledge of accounting closing and consolidation of financial reports in accordance with the International Financial Reporting Standards – IFRS.
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. Miguel Gularte has a degree in veterinary medicine from URCAMP (RS) and has 40 years of experience in the meat industry. He started his professional career at Cooperativa Industrial de Carnes e Derivados (Cicade), where he held several positions, such as Quality Control Manager, Manager and Industrial Director. In 1996, he moved to Uruguay where he joined the PUL meatpacker, where he worked as a Commercial Director, General Director, President and partner. In 2011, Miguel led the sale of the PUL meatpacker to Minerva Foods, becoming Minerva’s International Vice President, a position he held until June 2013. In 2015 he became President of JBS Mercosul responsible for the Divisions: Meat, Leathers and New Business in Brazil and for JBS Argentina, Uruguay and Paraguay. Since 2018 he was at Marfrig Global Foods, where he held the position of South America CEO.
Mr. Fabio Luis Mendes Mariano holds a degree in Business Administration and a postgraduate degree in Banking from Universidade Presbiteriana Mackenzie, an MBA from the University of Pittsburgh Katz Graduate School of Business and a specialization in financial markets from Fundação Getúlio Vargas – FGV. Mr. Fabio Luis Mendes Mariano has 22 years of experience in companies such as Bank Boston, Dupont do Brasil, and on BRF, where he accumulates 14 years and occupied the position of CFO LATAM and General Manager of BRF Alimentos Calchaquí, in Argentina. In 2017, he returned to Brazil as Chief Financial Officer and since 2019 he has served as Vice-Chairman of the Board of BRF Previdência.
Graduated in Veterinary Medicine from the University of Passo Fundo in Rio Grande do Sul, he has 18 years of experience in Agribusiness. He began his career at Sadia/BRF, holding various positions within the company’s Agricultural and Industrial Operation. From 2017 to 2021, he works as Industrial Director and General Director of Agriculture. In 2021, he assumed the position of Executive Director of Agriculture and Global Quality at BRF. Finally, Mr. Stumpf became Vice President of Agro and Quality at BRF S.A.
Mr. Artemio Listoni has more than 40 years in agribusiness, started his career at the former Sadia Alimentos S.A. in 1981 until 1995, having returned to the Company from 2006 to 2008. With experience in technical assistance for animal producers, he has also held the direction of the meat division of JBS in Argentina, Paraguay and Uruguay and the direction of South American Operations at MARFRIG.
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.
Graduated in Business Administration from the Pontifical Catholic University of São Paulo, PUC/SP, with a specialization in Marketing and Retail from FIA/USP and ESPM, respectively. He has 23 years of professional experience in the consumer goods industry, in the domestic and international market (Middle East and Latin America). Mr. Manoel Martins, has worked in companies such as Perdigão, Associate British Food, JBS and BRF. Finally, Mr. Manoel Martins became Vice President Commercial Brazil 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 2021, 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$72,9 million.
In order to determine the values of the variable compensation, the performance of the executives is considered through the prior establishment of global goals and areas, such as, EBIT, ROIC, TSR, cash flow, net income, adherence to quality standards, safety at work and ESG indicators, grain traceability, reduction of water consumption, women in top leadership, use of recyclable, reusable or biodegradable packaging and promotion of education to reduce food waste and people management indicators. This methodology follows best market practices and provides reasonable maximum amounts while ensuring our market competitiveness in terms of compensation and retention.
