Governance structure
Structure on 06/30/2020.
BOARD OF DIRECTORS
It is incumbent upon the Board of Directors:
(I) to define the business strategy, taking into account the impact of BrasilAgro’s activities on society and the environment, seeking the Company’s perpetuity and long-term value creation;
(II) to periodically assess the Company’s risk exposure and the efficacy of its risk management system, internal controls and the integrity/compliance system, as well as to approve a risk management policy aligned to the business strategies;
(III) to establish the Company’s ethical values and principles, and to oversee the maintenance of the transparency of its relationship with all stakeholders;
(IV) to review the corporate governance system every year, aiming to improve it.
BrasilAgro is working on a policy that will set out the appointment of Board of Directors members, in order to ensure diversity of knowledge, experience, behaviors, cultural aspects, age and gender of the Directors. The policy will comply with the Novo Mercado listing rules, which require said rule to apply as from the Annual Shareholders’ Meeting that resolves on the financial statements for the 2022 fiscal year.
| Board of Directors | |
|---|---|
| Composition | At least 5 and at most 9 sitting members At least 20% of independent directors |
| Election and term of office | 10/16/2019 - 2 years |
| Meetings held in the period | 8 |
| Attendance percentage | 1 |
| Total members in the period | 9 sitting members |
| Independent directors | 4 sitting members |
| Age | Youngest: 39 Average: 55 Oldest: 74 |
| By gender | 92% men and 8% women |
| Evaluation of the Board of Directors | Annual |
| Director | Position | Age | Gender | Independent director | Experience |
|---|---|---|---|---|---|
| Eduardo S. Elsztain | Chairman | 60 | M | No | Real estate sector Agricultural sector |
| Alejandro G. Elsztain | Director | 54 | M | No | Real estate sector Agricultural sector |
| Saul Zang | Director | 74 | M | No | Legal sector |
| Carlos María Blousson | Director | 56 | M | No | Agricultural sector |
| Alejandro Gustavo Casaretto | Director | 67 | M | No | Agricultural sector |
| Isaac Selim Sutton | Director | 59 | M | Yes | Financial sector |
| João de Almeida Sampaio Filho | Director | 54 | M | Yes | Agricultural sector |
| Bruno Magalhães | Director | 46 | M | Yes | Financial sector |
| Camilo Marcantonio | Director | 39 | M | Yes | Financial sector |
| Ricardo de Santos Freitas | Alternate Director | 53 | M | Yes | Financial sector |
| Carolina Zang | Alternate Director | 47 | W | No | Legal sector |
| Gastón Armando Lernoud | Alternate Director | 52 | M | Yes | Legal sector |
Board of Executive Officers
The duties of BrasilAgro’s Board of Executive Officers comprise:
(I) enforce the risk management policy and, whenever necessary, suggest to the Board occasional needs to review this policy, due to changes in the risks to which the Company is exposed;
(II) implement and maintain efficient mechanisms, processes and programs to monitor and disclose the financial and operational performance as well as the impacts of the Company’s activities on society and the environment.
The Board of Executive Officers’ compensation is linked to results, with mid- and long-term goals, connected to the generation of economic value to the Company in a clear and objective fashion. The Board is evaluated every year based on the verified achievement of financial and non-financial performance goals determined by BrasilAgro’s Board of Directors. The Company is going through the process of formalizing the evaluation, with effectiveness expected for the Annual Shareholders’ Meeting that resolves on the financial statements for the fiscal year 2022.
| Board of Executive Officers | |
|---|---|
| Composition | 3 Officers, 2 of whom are statutory officers |
| Election and term of office | 10/21/2019 - 1 year |
| Total members in the period | 3 |
| Age | Youngest: 42 Average: 46 Oldest: 52 |
| By gender | 67% men and 33% women |
| Evaluation | Annual |
| Officer | Position | Age | Gender | Experience |
|---|---|---|---|---|
| André Guillaumon | CEO and Operations Officer | 45 | M | Agricultural sector |
| Gustavo Javier Lopez | Administrative Officer and IRO | 52 | M | Financial sector |
| Mariana Rezende | Legal and Compliance Officer* | 42 | W | Legal sector Compliance |
*Non-Statutory Officer.