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CORPORATE GOVERNANCE

Minerva Foods’ strategy is based on the highest standards of excellence in national and international corporate governance. In addition to being part of B3’s New Market, the Company is the only representative of its sector in Latin America to have obtained financing from the International Financial Corporation (IFC), a member of the World Bank Group, which is committed to applying sustainable practices and generating value for the entire production chain.

These achievements are supported by a set of measures such as the alignment with the Brazilian Institute of Corporate Governance (IBGC) Code of Best Practices, whose fundamental principles include transparency, equity, accountability, and corporate responsibility. The Company also operates in accordance with the rules of the Brazilian Securities and Exchange Commission (CVM), Law No. 6404/76, of Corporations and its Bylaws. By adopting these guidelines within its matrix management structure, it intensifies the dynamics of internal processes and the agility and efficiency in meeting market requirements.

Flávia Regina Ribeiro da Silva Villa

Legal Director

Edison Ticle de Andrade Melo e Souza

CFO and Investor Relations Officer

 

As a member of B3, it issues only common shares and allows all shareholders the right to sell shares jointly (tag along) in the event that control is transferred. It also maintains the most rigorous disclosure and trading policies related to securities it has issued, in addition to other rules of the New Market. Furthermore, it follows CVM Instruction 358, in line with the standards of disclosure of material act or fact and use of information related to public companies.

Governance structure
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The Governance structure has the Board of Directors as its central body, aligned with the Risk Committee, a non-statutory body, and with the Audit Committee. In addition, there are two Executive Officers, Statutory and Non-Statutory. Both coordinate, manage, direct, and supervise their executive and administrative duties in their respective areas, with the purpose of maintaining and improving internal control mechanisms to ensure operational efficiency.

It is also the obligation and duties of the directors to ensure the effective management of activities and business as well as to ensure the reporting of information that directly impacts and encompasses the Company’s financial statements.

The Board of Auditors, the Risk Committee, in action to the Financial and Strategic Investment Committees are also part of the governance structure.

Board of Directors
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The Board of Directors act as representatives of the shareholders and is responsible for defining business strategies, analyzing the impacts of the activities on society and the environment, aimed at perpetuating the Company and the creation of long-term value; protecting and enhancing its assets; periodically evaluate risk exposure and the effectiveness of the risk management systems, internal controls, and the system of integrity/compliance; to define the internal ethical principles and values and ensure the maintenance of transparency in its dealings with all stakeholders; to annually review the system of corporate governance in order to improve it, as well as monitor its observance.

At Minerva Foods, the body is composed of ten full members and one alternate member, two of whom are independent. All meet at regular intervals every quarter or, in extraordinary cases, when convened by the president or any of the vice-presidents. Directors are elected by the shareholders at a General Assembly serving a unified two-year term, with the possibility of reelection.

Auditing Committee
A non-permanent corporate body, it acts independently from the Management and from the contracted auditors, which are also independent. It analyzes the balance sheet and the Financial Statements on a quarterly basis, presenting its conclusions to the shareholders. It is also the Audit Committee’s responsibility to examine and provide guidance on the Annual Report of Minerva Foods.
Board Advisory Committees

Órgão societário não permanente, atua de forma independente da Administração e dos auditores contratados, que também são independentes. Analisa, ao menos trimestralmente, o balancete e as Demonstrações Financeiras, apresentando suas conclusões aos acionistas. Também é atribuição do Conselho Fiscal examinar e fornecer orientações sobre o relatório anual da Minerva Foods.

Risk Committee – Without being part of the Company’s constitutional structure, it analyzes the Brazilian and global economic environments, detecting their potential impacts on the operations and businesses of Minerva Foods, assisting the CEO and the Board of Directors in defining the hedge and financial policy.
Finance Committee – Its mission is to assist the Board of Directors in monitoring and evaluating the effectiveness of the financial policies applied, in the fulfillment of its responsibilities, including the issuance of recommendations on risks and mitigation strategies, with the objective of conferring greater efficiency and quality to decisions.
Strategic Investment Committee – It supports the Board of Directors in the analysis and issuance of recommendations regarding the proposals of strategic and business plans and other guidelines and directions related to the strategies of the Company. In addition, it is incumbent upon the Board to identify and analyze possible business opportunities and to debate other issues that the Board of Directors deems pertinent.
Review the composition of each of these bodies, as well as the résumés of the executives, on the Minerva Foods website, in the Investor Relations and Corporate Governance section.

Internal policies and controls

Minerva Foods has established policies in accordance with external legislation, rules, and regulations, creating its own rules that extend the relationship of equity and transparency with its shareholders and investors:

  • Information Disclosure Policy
  • Securities Trading Policy
  • Dividend Policy
  • Related-Party Transactions Policy
  • Results Allocation Policy
  • Risk Management Policy

Check out some of these policies:

The governance structure seeks to promote secure, appropriate and efficient handling of business and to prepare reliable Financial Statements, audited by the independent company Grant Thornton Auditores Independentes, which is also responsible for issuing expert assessments to keep Minerva Foods in line with the best accounting practices, in addition to issuing revised reports on individual and consolidated quarterly information (ITRs).

In addition, there are resources to safeguard against competition, combat corruption, and prevent losses and fraud. The Anti-Bribery and Anti-Corruption, and Conflict of Interest Prevention policies are continuously monitored on behalf of the Company. Training of employees to ensure compliance with laws and standards applicable to business, both nationally and internationally, is emphasized in this undertaking.