Committees:
The company has the following committees:
This committee is responsible for managing the Company’s Stock Option Plan while observing the basic terms and conditions of the Stock Option Plan and following the guidelines established by the Company’s Board of Directors. It was created on May 23rd, 2007 at a Board of Directors’ Meeting. It has three members: Eduardo Silva Logemann, Chairman of the Board of Directors, Jorge Luiz Silva Logemann, Vice Chairman of the Board of Directors, and Aurélio Pavinato, the Company’s CEO.
The Company’s Information Disclosure Policy Committee was created on July 25th, 2007, with the election of new members on May 12th, 2010. This committee is responsible for the spreading and the quality of the information disclosed to the market, as well as for the disclosure processes and controls. Currently, it is composed of five members: Eduardo Silva Logemann, Chairman of the Board of Directors, Jorge Luiz Silva Logemann, Vice Chairman of the Board of Directors, Aurélio Pavinato, the Company’s CEO, Ivo Marcon Brum, Chief Financial and Investor Relations Officer, and Rodrigo Gelain, Financial and IR Manager.
This committee was created to manage and implement the market risk management policy within the scope of EBITDA margin control. It has two members: Aurélio Pavinato, the Company’s CEO, and Ivo Marcon Brum, Chief Financial and Investor Relations Officer. This committee was created by the Board of Directors at a meeting held on July 30th, 2008 and had a additon of a second member on May 12th, 2010.
The Committee was created at a meeting of the Board of Directors held on 11/06/2020, and is a collegiate body for advisory and instruction, directly linked to the Company’s Board of Directors. Among its functions are formal recommendations and monitoring the implementation of policies, strategies, investments and actions that relate to the management of the Company’s ESG. The committee is composed of Jorge Silva Logemann, André Souto Maior Pessoa, Fernando de Castro Reinach, Aurélio Pavinato and Álvaro Luiz Dilli Gonçalves.
The Committee was approved int the Annual General and Extraordinary Shareholders Meeting on 04/29/2022, and was installed during the Board of Directors Meeting on 05/11/2022. The Committee consists of 3 members:
Osvaldo Burgos Schirmer:
i – Member with recognized experience in corporate accounting. Graduated in Business Administration from the Federal University of Rio Grande do Sul, he also obtained a Master’s Degree from Southern Illinois University. He participated in numerous extension courses, including one at Harvard Business School, focused on Management Tools for Senior Management.
Executive experience: As an executive, he worked at the Gerdau Group, a company in the steel sector, from 1986 to January 2013, when he retired. At that company, he was financial director, CFO, and later Vice-President and member of the Executive Committee.
(i) Independent Member of the Board of Directors of SLC Agrícola S.A. since June 2013 and coordinator of the Statutory Audit Committee since May 2022.
(ii) Advisory board member of SLC Participações, a closed family holding company of the SLC Group, since April 2017;
• Member of Lojas Renner S.A., a publicly traded company in the fashion retail segment, since April 2012. He was Chairman of this Board from 2013 to 2019. From April 2019 to April 2024, he was Vice-Chairman of the Board. He is currently still a member of the Board; • He is also Chairman of the People Committee and participates in the Audit and Risk Management Committee; • Advisory Boards; • Advisory board member of SLC Participações, a closed family holding company of the SLC Group, since April 2017; • Advisory board member of OLEOPLAN, a biodiesel producer, since October 2020.
Honorary Boards
• Member of the Board of the American Chamber of Commerce since February 2013. For five years, until 2018, he was Chairman of the Board of this Chamber.
João Carlos Sfreddo:
i – Member with recognized experience in corporate accounting. Graduated in Accounting Sciences from the Pontifical Catholic University of Rio Grande do Sul, with postgraduate studies, extension courses, and advanced training in external auditing from the Federal University of Rio Grande do Sul. He has over 40 years of experience in the tax and auditing area, serving clients in the retail, chemical and petrochemical, electricity, financial institutions, and manufacturing sectors. He was a Tax Consulting partner at Ernst & Young from 1982 to 2009 and a founding member of IBEF – Brazilian Institute of Finance Executives.
(i) Member of the Statutory Audit Committee of SLC Agrícola S.A. since May 2022. Served as a full member of the Fiscal Council of SLC Agrícola S.A. (Publicly Held Company) from 2013 until April 2022.
• Sfreddo Corporate Consulting S.S. Ltda.; managing partner since 2009; consulting and M&A firm; • SLC Agrícola S.A. (publicly traded company); member of the Fiscal Council from 2013 to 2021; member of the Audit Committee from 2022 onwards; • Randon S.A. Implementos e Participações (publicly traded company); full member of the Fiscal Council from 2013 to 2022; Automotive and trailer vehicle and railcar industry; • Grendene S.A. (publicly traded company); member of the Fiscal Council from 2014 to 2021; member of the Audit Committee from 2022 onwards; Footwear industry; • Paludo Participações S.A.; vice-president of the Board of Directors from 2016 to 2022; management and holding company; • Borrachas Vipal S.A.; member of the Advisory Board from 2014 to 2021 and member of the Board of Directors since 2022; rubber and tire industry; • PACO Ind. Metalúrgica S.A.; full member of the Fiscal Council from 2014 to 2023; holding company; • Calçados Beira Rio S.A.; member of the Fiscal Council since 2015; footwear industry;
• ASUN Supermercados Ltda.; consultant and member of the Advisory Board since 2014; • Member of the Board of Directors of Fate Brasil Ltda. since 2016.
Wladimir Omiechuck:
i – Member with recognized experience in corporate accounting. Graduated in Accounting Sciences from the Federal University of Rio Grande do Sul (UFRGS), with specialization in IFRS ±FIPECAFI/USP. He worked at KPMG Auditores Independentes for 38 years, serving publicly traded companies (national and multinational groups) and family groups, including financial institutions, automotive, petrochemical and retail industries. He was the lead partner for Audit and Markets and Clients in the Southern Region. His experience encompasses work in the areas of accounting, legal, tax, cost, controllership, internal audit and compliance, risk management, structuring of internal controls and advisory services in mergers and acquisitions. Executive of Finance of the Year Award 2012³The Tightrope Walker´.
(i) Member of the Statutory Audit Committee of SLC Agrícola S.A. since May 2022.
Responsible for managing the Whistleblower Channel and ensuring its foundations (confidentiality, non-retaliation, and protection of the whistleblower). The Committee reports to the Statutory Audit Committee. It is composed of 5 (five) members, all of them in leadership positions. The Loss Prevention Committee is monitored and supported by the Compliance Department.

The People Management Committee was established at the Board of Directors meeting on May 15th, 2023, the same occasion on which its members were elected: Mr. Eduardo Silva Logemann, Sr. Jorge Luiz Silva Logemann, Mrs. Adriana Waltrick dos Santos, Sr. Aurélio Pavinato, and Mr. Alvaro Dilli Gonçalves. This Committee is responsible for advising the Board of Directors in particular on issues related to the appointment of managers, compensation, assessment of managers, among other related topics.
Policies
Bylaws
| 03/20/2023 | Bylaws of the Board of Directors | (152 Kb) |
| 03/13/2019 | Bylaws of Board of Executive Officers | (113 Kb) |
| 05/10/2022 | Bylaws of the Fiscal Council | (184 Kb) |
| 03/17/2021 | Bylaws of the ESG Committee | (138 Kb) |
| 03/20/2023 | Bylaws of the Statutory Audit Committee | (103 Kb) |
The market risks that we seek to protect against
The scope of the Market Risk Management Policy is to control Operating Margin, for which purpose analyses are conducted of the effects from the market variables that affect the company’s results, such as:
- foreign exchange rate (Brazilian real vs. U.S. dollar)
- prices of the commodities produced (Cotton Lint, Soybean, Corn and/or others);
The Risk Management Operating Committee must comply with the Market Risk Management Policy to ensure that the company does not assume any future commitments in hedge operations that it cannot fulfill.
To achieve this objective, control variables and regular reports are created by the Financial and Sales departments to guarantee compliance with the established limits.
In addition, the Risk Management Policy makes inferences in its monitoring of the exposure to foreign currency (USD) of the Company’s cash flow and accounting positions.
Hedge strategy
The hedge strategy establishes limits and Controls. The limits defined and practiced in the hedge policy must seek to control the market variables that impact the Company’s results and in turn keep Operating Margin at the adequate levels defined by the Board of Directors.
Hedge instruments used
The derivative instruments eligible for use in hedge operations are:
- Swap contracts (BM&F and CETIP);
- Forward currency contracts (NDF);
- Currency futures (BM&F);
- Soybean futures (CBOT);
- Cotton lint futures (NYBOT – ICE);
- Corn futures (CBOT and BM&F);
- Plain vanilla options (stock exchange and OTC market);
- Debt contracts in USD.
Any operations not listed above must be approved by the Risk Management Operating Committee, which should observe the following items:
- Method for calculating the market value (replacement value) of the operation;
- Cash flow from the operation;
- Impact on limits;
- Financial spread (margin) charged by the financial institutions for contracting the operation;
- Possibility of pricing by the selling financial institution on a daily basis;
- Method of taxation and accounting of the operation;
- Analysis of credit risk /limits (counterparty rating);
- Term and maturity of the operation.
