Annual and Sustainability Report | 2019
Headquarters in São Paulo (SP)

JBS
A global food company

Governance and
ownership structure

GRI 102-5, GRI 102-10, GRI 102-18

Aimed at enhancing the governance structure and assuring transparency in all relations, JBS continually promotes refinement of its corporate practices, creating an environment of trust with shareholders, investors and other stakeholders.

The governance structure at JBS is made up of the Board of Directors, the Global Compliance Department, a permanent Fiscal Council and advisory committees to the Board of Directors, who focus on specific topics including: sustainability, auditing, financial and risk management, governance and stakeholders.

There are also three strategic areas, reporting directly to the Global CEO: Food Safety and Quality; Global Sourcing; Human Resources and Center of Excellence; and Innovation.

The Board of Directors is the Company’s highest governance body. At the end of 2019, there were nine members serving on the board, including four independent members, which is above the minimum set forth in regulations for the B3 Novo Mercado – the segment in which JBS shares are traded, which contains companies committed to compliance with corporate governance practices beyond those required by law. Board members are elected at a general shareholders’ meeting to serve unified two-year terms and they are responsible for determining business policies and guidelines as well as economic, social and environmental commitments, among other matters.

The Company’s Chairman of the Board and CEO, positions held by different people, both receive fixed monthly compensation based on their job performance. No payments are made by way of direct or indirect benefits or profit sharing. Compensation for other leadership positions at JBS is based on performance indicators, in an effort to encourage sustainable growth of the organization in the medium and long term, while also reaching short-term targets. Pay is periodically compared with market practices, and in line with the interests of the Company and its shareholders.

 

Shareholder and corporate structure

Last updated on December 31, 2019

 

While Novo Mercado rules stipulate that 20% of board members be independent, independent members make up 44.4% of the Company’s Board of Directors. Moreover, the Company’s capital consists solely of common shares, giving all shareholders equal rights, with tag-along rights given to all in the event of transfer of Company control.

JBS shares are included in the theoretical portfolios of the following B3 indices:

  • Special Corporate Governance Stock Index (IGC)
  • Special Tag-Along Stock Index (ITAG)
  • Brazil 100 Index (IBrX 100)
  • Brazil 50 Index (IBrX 50)
  • Brazil Broad-Based Index (IBrA)
  • Carbon Efficient Index (IC02)
  • BM&FBovespa Consumer Stock Index (Icon)
  • Valor BM&FBovespa Index (IVBX-2) 
  • MidLargeCap Index (MLCX)
  • Corporate Governance Trade Index (IGCT) 
  • Novo Mercado Corporate Governance Equity Index (IGC-NM)
  • BM&FBovespa Industrials Index (INDX)
  • Ibovespa Index

1 The Company ceased to be part of the Valor BM & FBovespa (IVBX-2) index in January 2020.

In the United States, JBS shares are traded on the OTCQX over-the-counter market as Level 1 American Depositary Receipts (ADRs). The Company communicates with shareholders and investors through the Investor Relations area, which has its own website (https://ri.jbs.com.br/en/) and periodically releases results, through phone conferences and events with members of the capital markets and specialized media outlets.

Total subscribed and paid-in capital is R$ 23,572.6 million, divided into 2,728,747,412 common shares. Each common share equals one vote in General Shareholder Meeting resolutions.

General Shareholder Meeting

As the highest body in the Governance structure, it holds powers to decide on Company business and propose solutions that are suited to its development. Members meet annually as well as on an ad hoc basis as necessary, to elect members to the Board of Directors, consider accounts submitted by administrators and financial statements, decide on disbursement of the fiscal year’s net income and distribution of dividends, among other matters.

 

Board of Executive Officers

This body is responsible for conducting the general business of JBS as well as for deliberative processes and implementation of policies and guidelines, as periodically established by the Board of Directors. Members of the Board of Executive Officers are elected by the Board of Directors to serve three-year reelectable terms. The Board of Executive Officers may remove any director at any time, with or without cause. Pursuant to Law 6.404/76, directors must reside in Brazil, but they need not be Company shareholders. The JBS Board of Executive Officers meets whenever called by the Chief Executive Officer or by the majority of its members.

On December 31, 2019, the members of the Board of Executive Officers were:

  • Gilberto Tomazoni: Chief Executive Officer
  • Jeremiah O‘Callaghan: Director without a specific designation
  • Eliseo Santiago Perez Fernandez: Director of Administration and Control
  • Guilherme Perboyre Cavalcanti: Chief Financial Officer and Investor Relations Officer
  • Wesley Mendonça Batista Filho: Director without a specific designation

 

Fiscal Council*

This is an independent management body of external auditors, which is able to function in both permanent and non-permanent capacities. The Fiscal Council is responsible for monitoring management activities, providing opinions on proposals made by administration bodies for submission to the General Shareholder Meeting for consideration, examination of accounting statements, and reporting to administrative bodies and the General Shareholder Meeting of any errors, fraud or crimes it discovers.

  • Adrian Lima da Hora: President
  • José Paulo da Silva Filho: Member
  • Demetrius Nichele Macei: Member
  • Maurício Wanderley Estanislau da Costa: Member
  • Marcos Godoy Brogiato: Alternate Member
  • André Alcantara Ocampos: Alternate Member
  • Sandro Domingues Raffai: Alternate Member
  • Francisco Vicente Santana Silva Telles: Alternate Member

* The Fiscal Council is made up of at least 3 (three) and at most 5 (five) sitting members and alternates in the same number, shareholders or not, liable to be elected or dismissed at any time of the General Meeting.

 

Board of Directors

There are currently nine members serving on the JBS Board of Directors: one president, one vice president, three permanent directors without a specific title and four independent directors. During periods of absence or temporary unavailability of the president, the president’s activities will be performed by another member of the Board of Directors, as appointed by the president.

The Company’s Board of Directors is the body responsible for, among other matters, establishing policies and guidelines for the businesses and their implementation by the Board of Executive Officers. According to Law 6.404/76, the Board of Directors is also responsible for hiring independent auditors.

The members of the Board of Directors are elected at the general shareholder meeting to a unified two-year term and are eligible for reelection. They are also subject to removal at any time, with or without cause, at a general shareholder meeting. JBS does not elect alternate members to the board.

The Board of Directors meets once each quarter and at any time when an extraordinary meeting is called by the president or by any other member. Each board member is entitled to vote on this body’s resolutions, which are made through a majority of votes.

José Guimarães Monforte
partner at Emax Consultoria and a member of the Board of Directors since April 2019

In this first year serving on the Board of Directors, I have found JBS to be a company with excellent managerial competency

and which holds quality as a fundamental tenet of its operations. The Company is experiencing a cycle of major possibilities to evolve in various dimensions and its main strength is its corporate culture: the people in contact with me during this time convey engagement and enthusiasm. One of the Board's main areas of focus in 2019 was appropriate and fundamental oversight of environmental, social and governance actions and policies."

Jeremiah O’Callaghan
Chairman
Having worked in the meat industry since 1983, he is a specialist in global trade strategies for the sector. He started at JBS in 1996, developing the International Business area. For 10 years, he served as the Director of Investor Relations at JBS, representing the Company with its local and international investors and stakeholders.

José Batista Sobrinho
Vice President
The Board’s current Vice President, he is one of the founders of JBS and has over 50 years of experience in beef production development at the Company. He also currently serves as an effective member of the Board of Directors for the Eldorado Brasil Celulose S.A. company.

Aguinaldo Gomes Ramos Filho
Member
With experience in the beef sector in Brazil and Latin America, he began his career with the Friboi sales team. He has led operations at JBS Uruguay and JBS Paraguay, where he spearheaded the project to build Latin America’s most modern meatpacking plant. He is now the CEO at VL Participações, which operates in agribusiness.

Gilberto Meirelles Xandó Baptista
Member
With his significant multidisciplinary experience, he developed a career in the Finance, Control, Trade Marketing, Marketing, Sales (Brazilian and Foreign) and Business Unit Management areas at the Natura, Sadia S.A. and Coopers & Lybrand companies. He was the CEO of Vigor Alimentos S.A. until December 2019 and is currently a member of the Board of Directors of Itambé.

Wesley Mendonça Batista Filho
Member
He began his career at JBS 10 years ago as a trainee. In South America, he was responsible for Asian exports and later served as the Head of operations at JBS Uruguay and JBS Paraguay. He served as the President of JBS operations in Canada and led the beef operations in Canada and the United States. He is currently the President of JBS Brasil and Seara.

José Guimarães Monforte*
Member
A partner at Emax Consultoria, Chairman of the Board of Directors at Eletrobrás and of the Advisory Boards of Premix and Instituto Elos. He is a member of the Board of Directors at Cyrela and has worked as an executive at companies such as BANESPA, Banco Merrill Lynch, Banco Citibank NA, VBC Energia S/A and Janos Comércio, Administração e Participações Ltda., in Brazil and abroad.

Márcio Guedes Pereira Júnior*
Member
A partner at Pangea and a Director of the Brazilian Financial and Capital Markets Association (Anbima). He led the investment banking group at Banco J. Safra and also served as the director of investment banking at Unibanco, CitiGroup and Credit Suisse. He has vast experience with M&A and Capital Markets.

Cledorvino Belini*
Member
Having worked for 44 years at Fiat, he served as the automaker’s chief executive in Brazil and Latin America over 11 years, from 2004 to 2015. He was also the President of Brazil’s National Association of Motor Vehicle Manufacturers (Anfavea), from 2010 and 2013.

Alba Pettengill*
Member
Dedicated to the food industry for over 30 years, she is a specialist in production processes. She is the founder and President of the Paraguayan Meat Chamber and is a member of the Steering Committee of the Rural Association of Paraguay and the Animal Health Commission of Paraguay, where she owns land.

* Independent member

 

Board of Directors Committees

Sustainability Committee

Advises the Board of Directors in relation to sustainability risks and opportunities. Accordingly, the committee is responsible for connecting all topics related to the Company’s business in a global perspective, including: identification, addressing and treatment of critical issues that result in risks or impacts on business; monitoring and implementation of policies, strategies and specific initiatives; and evaluation of proposed sustainability investments. There are four members on the Committee.

Audit Committee

Advises the Board of Directors on the norms, rules and procedures for disclosure and transparency of Financial Statements, in addition to being responsible for evaluating the performance of internal control systems and internal and external audits. The Audit Committee reviews the work conducted by the internal audit team on an annual basis and approves guidelines and action plans for the current year. There are three members on the Committee.

Financial and Risk Management Committee

Assists the Board of Directors and Executive Officers in analyzing the impacts of the global economic scenario on JBS’ financial policy. The Committee acts in order to improve rules and procedures for the control and management of market and credit risks, in addition to helping mitigate other risks to which the Company is naturally exposed. There are four members on the Committee.

Compensation and Governance Committee

An internal advisory body, plays a technical role aimed at implementing practices and polices based on the highest international standards of corporate governance and compliance, in addition to monitoring compliance by the Company with these practices and policies. There are three members on the Committee.

Related Parties Committee

Aims to ensure that the transactions of JBS and its subsidiaries and affiliates, involving related parties are performed taking into account the best interest of the Company, under normal market conditions, negotiated independently, through a transparent and ethical process, in accordance with current laws and on terms not less favorable to the Company than a transaction held with third parties that are not considered related parties, under the same circumstances or in similar scenarios. There are three members on the Committee.

To see the Committee’s Internal Procedures By-Laws and members, visit:

https://ri.jbs.com.br/en/esg-investors/corporate-governance/board-council-and-committees/

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