Page 30 - Minerva Foods | Annual Report 2017

Board of Directors 102-18 | 102-26
The Board of Directors is the body represent- ing the shareholders which hold responsibilities that include: (a) determining the policies and guidelines that serve as the basis for the gener- al direction of the Company’s business; and (b) supervising management of the Executive Board and deciding on its powers, appointments and removals. There are currently ten members serv- ing on the Board of Directors, with 20% of them considered as independent members. This body meets ordinarily once every quarter and extraor- dinarily whenever called upon by the Chairman or by any of its Vice Chairs. As a rule, board members are elected by the Company’s share- holders at the Annual General Meeting to a two- year re-electable term.
Fiscal Council
The Fiscal Council is a non-permanent cor- porate body, acting independently of manage- ment and the independent auditors hired by the Company. It is responsible for analyzing balance sheets at least every quarter, along with other financial statements created from time to time by the Company, reporting its conclusions to shareholders and also examining and issuing opinions on financial statements for the fiscal year and on management’s annual report. 102-18
Risk Committee
The Risk Committee is a statutory structure at the Company. This body is tasked with assisting the CEO and the Board of Directors in imple- menting the Company’s hedge (risk) and finan- cial policy, as well as for assessing the economic situation in Brazil and the world and its potential impacts on financial position of Minerva Foods.
Investors
Minerva Foods works with a series of instru- ments aimed at maintaining a transparent and equitable relationship with its shareholders and investors. It has a Material Fact Disclosure Pol- icy, which follows the principles of legal com- pliance, CVM rules and those issued by other national and foreign regulatory bodies to which it is subject, along with the Trading Policy of Se- curities Issued, the basic principle of which is to guarantee the highest standards in dealings with investors. In addition, it maintains the Dividends Policy, which establishes distribution of 25% of net earnings and whose annual state- ment of dividends requires that a Shareholders’ Meeting be held with a majority of nominal shareholder votes. At these meetings, factors such as operating results, financial condition, cash needs and the Company’s outlooks are considered, among other items deemed relevant by the Board of Directors and shareholders.
All of these policies are available online by accessing the Minerva website, where other informational resources for communication with investors can be found along with: events held, reporting of quarterly financial state- ments, coverage by financial market analysis, exposure of the main financial and operating indicators, quotes, graphs, downloads of docu- ments, press releases and presentations. Infor- mation is sent by e-mail and direct channels of communication are maintained with the In- vestor Relations team.
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