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 Osvaldo Burgos Shcirmer, João Carlos Sfreddo and Wladimir Omiechuck.
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
| 10/21/2021 | Zero Deforestation Policy | (123 Kb) |
| 03/31/2020 | IMS Policy | (159 Kb) |
| 03/08/2023 | Code of Ethics and Conduct | (1.2 Mb) |
| 03/07/2023 | Code of Ethics and Conduct for Third Parties | (7.6 Mb) |
| 12/20/2023 | Anti-corruption Policy | (150 kb) |
| 03/13/2019 | Related Party Transactions Policy | (162 Kb) |
| 03/13/2019 | Earnings Allocation Policy | (94 Kb) |
| 12/20/2023 | Investigations and Disciplinary Measures Policy | (168 Kb) |
| 12/20/2023 | Compliance Policy | (237 Kb) |
| 03/13/2019 | Management Nomination Policy | (130 Kb) |
| 03/13/2019 | Remuneration of the Management Policy | (96 Kb) |
| 03/13/2019 | Extra-audit Services Policy | (80 KB) |
| 09/27/2023 | Risk Management Policy | (198 Kb) |
| 02/19/2024 | AML – Anti Money Laundering | (221Kb) |
| 05/08/2024 | Livestock Policy: buying, handling and selling cattle | (183Kb) |
| 08/22/2024 | Tax Policy | (83Kb) |
| 09/03/2024 | Sustainability Policy | (183Kb) |
| 09/03/2024 | Diversity and Inclusion Policy | (205Kb) |
| 09/19/2024 | General Purchasing Guidelines Policy | (223Kb) |
| 09/23/2024 | General Rules for Service Providers Policy | (226Kb) |
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.