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Solid and
Commited Management

‘;
Our performance is grounded on best practices in governance and risk management, ensuring transparency, equity, accountability, and corporate responsibility.

Ethics and Integrity

We work to instill guidelines addressing ethics and integrity throughout our production chain and we incorporate these premises in all our relationships with our partners and in the business market.

Our internal processes for integrity are carried out by an area exclusively dedicated to this matter and accountable to the Board of Directors, acting as a facilitator and guarantor of the correct application of the Code of Ethics – Guide of Conduct and other internal policies.

Through our Integrity Program and with the support of the Ethics and Integrity Committee, all our employees receive training on our guidelines concerning ethics and integrity upon joining the Company and, on an annual basis, we also provide training on our anti-corruption, conflict of interest and money laundering prevention policies to the heads of all operations and administrative sector employees.

Learn about our guidelines in the Our Policies section.

We also make sure that our business partners are fully aware of our guidelines via a detailed statement, in addition, we rely on an internal due diligence tool to map potential risks in our relationships with suppliers, customers, and other partners.

Further information on ethics and integrity management is available under Ethics and Compliance on our corporate website.

Coporate Governance


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Adherence to national and international standards of corporate governance is a key premise in our relationship with our shareholders, investors and other stakeholders. As a company listed on the Novo Mercado of the Brazilian stock exchange (B3), the most demanding segment in terms of governance practices, we follow the rules of the Securities and Exchange Commission of Brazil (CVM) and act in line with Law 6404/76, in addition to adopting the recommendations of the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (IBGC).

Within the best practices of governance that we have developed are:

Presence of independent members in the Board of Directors – at least 20%, according to the rules of the Novo Mercado

Nomination Policies of members of the Board of Directors, Committees, and the Board of Executive Officers

Function division between the positions of CEO and Chairman of the Board of Directors

Performance Evaluation Policy directed at the Board of Directors and Statutory Management

System of competencies provided for in the attributions of the Board of Directors and Executive Officers, registered in the internal regulations of the governance bodies

Our decision-making processes have the Board of Directors as the highest governance body, in addition to the advisory committees, the Oversight Board, and the Executive Boards (statutory and non-statutory). Learn more below.

Board of Directors

The highest governance body, the Board of Directors, has the primary roles of determining business policies and guidelines, supervising the activities of the Executive Board, monitoring the implementation of the business plan, hiring independent auditors, and electing and dismissing members of the Executive Board. It is composed of ten members, two of whom are independent. They meet quarterly for deliberations. Members of our Board have experience, expertise and knowledge of the business segments in which Minerva operates and of the food industry.

Members of the Board of Directors
Position
Norberto Lanzara Giangrande Jr.
President
Abdulaziz Saleh Al-Rebdi
Vice President
Frederico Alcântara de Queiroz
Vice President
Baker Almohana
Councilor
Alexandre Lahoz Mendonça de Barros
Councilor
Suzanne Karen Camargo de Colón
Councilor
Sergio Carvalho Mandim Fonseca
Councilor
Mohammed Mansour A. Almousa
Board member
José Luiz Rêgo Glaser
Independent director
Gabriel Jaramillo Sanint
Independent director
Rafael Vicentini de Queiroz
Alternate Member

Oversight Board

Among the responsibilities of the Oversight Board are to oversee the activities of senior management and independently verify the Company’s fiscal statements, analyzing our balance sheets and financial statements on a quarterly basis. Currently, the Oversight Board is composed of six members, three of whom are independent, together, holding regular meetings on a quarterly basis.

Members of the Oversight Board
Position
Dorival Antônio Bianchi
Active Member
Franklin Saldanha Neiva Filho
Active Member
Luiz Manoel Gomes Júnior
Active Member
Marcelo Scaff Padilha
Alternate Member
Ricardo Alves de Oliveira
Alternate Member
Pedro Teixeira Dall‘agnol
Alternate Member

Executive Board

The members of the Executive Board are responsible for executing, legally representing, and internally coordinating the tactical execution of the corporate strategy. They have a proven track record in the agribusiness sector.

Members of the Executive Board
Position
Fernando Galletti de Queiroz
Chief Executive Officer
Wagner José Augusto
Chief Procurement Officer
Luis Ricardo Alves Luz
Chief Operating Officer
Frederico Alcântara de Queiroz
Executive Officer
Edison Ticle de Andrade Melo e Souza Filho
Chief Financial and Investor Relations Officer
Francisco de Assis Ferreira Filho
Executive Officer

Performance evaluations of the governance bodies are carried out annually by the Human Resources department or an independent consultancy. They are conducted by means of interviews with the administrative body and with the members individually, as set forth in a specific policy.

Performance Evaluation Policy
Download in pdf

Advisory Committees

Finance and Risk
Committee

 

Supports the Board of Directors in the analysis of risks to which Minerva Foods is exposed and that may affect its continuity and its results and operations.

Strategic and Investment
Committee

 

Its function is to advise the Board of Directors in the analysis of proposed business opportunities, strategy modifications, and capital allocation decisions. 

Human and
Organizational
Development Committee

 

Supports the decisions and analyses of the Board regarding recruitment, compensation and development practices, among other human resources agendas, Personnel and Organizational

The regulations of the Board of Directors and Oversight Board, the Executive Board, and the advisory committees are available on the Investor Relations website, as well as further information and details about our directors and members of the governance bodies.

Risk Management


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Risk management is a vital mechanism for guaranteeing operational efficiency, the health and safety of employees, social and environmental compliance, quality and health safety standards, and the resilience and perpetuity of the business itself.

The Board of Directors plays a direct role in risk management, along with the Financial and Risk Committee as a non-statutory advisory body, capable of assessing scenarios, examining the factors to which the company is exposed and issuing opinions on critical issues concerning reputation, integrity and business continuity.

Risk Management Policy

Download in pdf

Below are some of the main risks we monitor and our actions taken for mitigation:

Financial Risks

These are the risks concerning the level of indebtedness, liquidity and access to credit and financing, impacting the solidity of the capital structure. These risks are managed through control of indebtedness; gains in revenue with efficiency in capital allocation; adoption of issuing securities and financial operations that guarantee the availability of funds; default possibility analysis; and definition, by the Board of Directors, of the level of protection (hedge) for long-term debt.

Operational Risks

These encompass controls related to safety, efficiency and resilience of the industrial units, balancing production, supply and demand. These controls are managed through the Beef Desk, in which a multidisciplinary group meets to assess market forces, the effects on input and product price curves and changes in commodities, under the coordination of the Market Intelligence team. In addition, within the scope of risk management, there are weekly meetings, called Choice, where decisions for allocation and breakdown of raw material are taken..

 

Market Risks

These are linked to market concentration, changes in the profile of global customers, and the need for significant changes in the company’s portfolio and production processes. Through geographic diversity and attention to meeting the needs of the markets, we strive to reduce exposure and ensure predictability in cash generation, as well as explore new growth opportunities by means of the actions of the area of Innovation.

Socioenvironmental

Risks associated with non-compliance regarding social and environmental standards and laws, which may result in fines, sanctions and penalties, as well as factors associated with non-compliance of labor legislation in our own operations and in the value chain, which could impact our business and our image and reputation. In order to mitigate these impacts, we have invested in improvements to our environmental, land and labor controls of our suppliers; in the development of our own technologies to monitor the efficiency and environmental compliance of our industrial units; in health, safety and well-being controls of our employees; and in the development of support programs for the communities in which we operate.

Climate change

These are risks associated with adverse and/or extreme weather events and conditions that may affect commodity cycles, production costs, the integrity of rural and industrial assets and our production chain, as well as the availability of cattle and animal protein. Water scarcity, changes in rainfall patterns, temperature variations, floods, deforestation, fires and greenhouse gas emissions are among the factors that may produce financial implications for Minerva Foods. 

In addressing these risks, we monitor greenhouse gas emissions in our operations through an annual inventory that follows the GHG Protocol methodology. Based on the emissions profile, mitigation actions are defined and systems and processes are improved. For monitoring of our supply chain, we rely on a geospatial system to detect deforestation, invasion of indigenous lands and environmental protection areas. We have also implemented, being pioneers in the sector, a monitoring tool directed at indirect suppliers and have developed an application to provide this same technology to our direct suppliers. Furthermore, we have created the Renove program, in a joint collaboration with our supply chain, for the measurement of the carbon balance on ranch properties.

Learn more about our activities to combat climate change.

Dedication to the Planet

Related Content

 

Our Strategy

Commitment
to Sustainability

Indicators