Page 30 - Minerva Foods Sustainability Report 2016

2016 Sustainability Report
Corporate governance
Minerva Foods uses best corporate governance practices, aligned with the matrix management model, making internal processes dynamic and providing more agility and e ciency in responding to market demands. e Company complies with the rules of Brazil’s Securities and Exchange Com- mission (Comissão de Valores Mobiliários – CVM), with the Corporations Act (Law No. 6.404/76) and with the Company’s own Articles of Incorporation. As a member of the São Paulo Stock Exchange (BM&FBOVESPA) Novo Mercado segment, Min- erva Foods is committed to strict standards for dis- closing information on its guidelines: operational results are presented quarterly and a public meet- ing is held with analysts and other stakeholders on an annual basis to share economic and nancial performance, projects and outlooks.
e Company’s management is based on the funda- mental principles de ned by the Brazilian Institute of Corporate Governance (IBGC) as Transparency, Fairness, Accountability and Corporate Respon- sibility, in addition to adopting practices recom- mended by the organization, notable of which are: • Capital is only split into ordinary shares, with
voting rights for all shareholders.
• During share purchase o ers that result in
transfer of controlling interest, all sharehold- ers and not just controlling shareholders are considered, just as all shareholders are entitled to sell shares under these same conditions.
• Con icts between the Company, sharehold- ers, administrators and members of the Fiscal Committee are resolved through arbitration.
• Maintenance of a team with a direct connec- tion to the CEO that executes internal audits in addition to contracting third-party auditors to assess internal procedures in regards to laws and commitments undertaken.
Governance structure G4-34
At the center of the corporate governance struc- ture at Minerva Foods is the Board of Directors, which is aligned with the Fiscal Council, Risk Committee and Audit Committee. e two Ex- ecutive Boards reporting directly to the CEO (Statutory and Non-Statutory Boards) are ac- countable to the Board of Directors.
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Altogether, there are 32 members of the corpo- rate governance group at all levels; all of these members are white and 96.88% of them are male. In relation to age group, 58.4% (19) are between 30 and 50, with the rest (13) being over 50. G4-LA12
With the execution of an investment agreement between the Company and SALIC UK the previ- ous year, the Board of Directors was reorganized in 2016. is strategic partnership will allow Minerva Foods to operate in a region with high potential demand, such as the Middle East.
Board of Directors (BD)
As a shareholder representative, this body plays a collegiate and deliberative role. It should be made up of ten e ective members, two of whom are independent and three of whom are repre- sentatives of Salic – controlled by Saudi Arabia’s Sovereign Fund. All members are currently serving a uni ed term until 2018. In 2016, 24 meetings were held.
Statutory Management
e executive administrative body, whose members are elected by the Board of Directors to two-year re-electable terms. e scope of this body is internal organization, deliberative pro- cesses, day-to-day operations and execution of general policies and guidelines established by the Board of Directors.
In 2016, this body had six members, serving terms expected to run until 2018. Meetings are held whenever called by the CEO or by a major- ity of members.