Management & Board of Directors
Board of Directors
Marfrig's board of directors is a collective decision-making body responsible for the formulation and monitoring for implementation of overall business policies, including its long-term strategy. It is also responsible, among other attributions, for the appointment and supervision of the Company's officers and for the engagement of independent auditors.
According to Marfrig's by-laws, the Board of Directors of the Company must have at least five and a maximum of eleven members, all of them elected by a General Shareholders' Meeting, with joint term of two fiscal years, and possible to be reelected.
Under the Novo Mercado Regulation, at least 20% of the members of the Company's Board of Directors shall be Independent. Marfrig's board members must also subscribe to, prior to taking office, the administrators' instrument of Consent, as established in the Novo Mercado regulations
Marcos Antonio Molina dos Santos
Mr. Molina dos Santos is the chairman of Marfrig's board of directors. He has worked in the beef sector since the age of 16, when he opened his first business. Until the beginnign of 2014, Mr. Molina dos Santos had been the Company's chief executive officer since the incorporation of the Company.
Ernesto Lozardo has bachelor's and master's degrees in business administration from the New York University, and a bachelor's degree in economics from Columbia University, USA. He has been on the board of directors of Fibria Celulose S.A. since September 2016. Since June 2016, he has been chairman of the Institute for Applied Economic Research (IPEA), a federal research foundation. From September 2011 to June 2016, he served as advisor to the chairman of the Brazilian Development Bank – BNDES (Brazilian federal government development bank). Earlier, he served as Director of Planning at Caixa Seguros Seguradora (which operates in the insurance, pension plans, consortia and savings bonds segments) from 2000 to 2002, and as Chief Executive Officer of the São Paulo State Data Processing Company – PRODESP (an IT company of the São Paulo state government), in 1994. From 1992 to 1994, he served as Secretary of Planning, Economy and Administration in the Government of the State of São Paulo. He has also been Professor of International Economics, Macroeconomics, Brazilian Economy and Finances, Currencies and Banks at FGV – School of Business Administration of São Paulo, since 1978. Mr. Ernesto Lozardo is considered a Politically Exposed Person, under the terms of the applicable regulations, since he has held a relevant public function in the last 5 (five) years in the BNDES - National Bank for Economic Development, as well as President of the Institute of Applied Economic Research - IPEA.
Ian David Hill
Ian David Hill holds a B.S. in Economics and Rural Administration from the Royal Berkshire College of Agriculture, England, and holds technical certification in bovine management and health, crop management, and administration and maintenance of tractors and agriculture machinery from the City and Guilds, London. He served as Chairman of the Board of Usina Benalcool S/A Álcool e Açúcar (Bento de Abreu-SP) from 1992 to 2007. He was Director of the São Paulo State Cattle Raising Development Fund (FUNDEPEC SP) from 1996 to 2003. He was Secretary-Director of the Rural Employers Union of Valparaíso-SP from 1993 to 1995. He was Technical Director of the São Paulo Association of Nellore Cattle Farmers from 1995 to 1998. He was as member of the Board of Directors of Usina de Etanol e Açúcar GASA – Guanabara Agroindustrial S/A in Andradina-SP from 1996 to 2000. He was CEO of Grupo Delta-G (Norte) from 2000 to 2008. He currently is a director on the board of Genoa Biotecnologia S.A. (since 2004), an executive officer and director on the board of Da Mata S/A – Açúcar e Álcool in Valparaíso-SP (since 2006), director of the cattle farming chamber of the Brazilian Rural Society (since 2009) and actively participates in the management of Agropecuária Jacarezinho LTDA. Board member of the Nuffield Trust (Brazil) that fosters research abroad for young agribusiness professionals. Mr. Ian David Hill could potentially have a conflict of interest with us in the future, as he is part of the management of Agropecuária Jacarezinho Ltda. which is controlled by Mr. Marcos Antonio Molina dos Santos.
Márcia Aparecida Pascoal Marçal dos Santos
Ms. Santos is a member of Marfrig's board of directors. She has large experience with the Company and from 2000 to 2006 was in charge of its financial and its internal audit teams.
Rodrigo Marçal Filho
Mr. Marçal Filho is a member of Marfrig's board of directors. His professional life has been connected to the agribusiness area, having worked as farm manager until May 2000, when he joined the Company. He was responsible for the purchase of cattle and later became its officer in charge of infrastructure.
Alain Emilie Henry Martinet
Mr. Alain Martinet, 66, French-Argentine, has been a member on the Company's Board of Directors since December 7, 2009. He has more than 30 years of experience in the beef industry, having led the international beef operations of Louis Dreyfus Corporation USA (1978 – 1984). He worked for Frigorífico Rio – Platense as general manager (1985 – 1991) and chief commercial officer (1991 – 1992). He was an executive officer at SWIFT Argentina for five years since 2001. He joined the Company in October 2006, having been the officer responsible for the Argentine operations, the trading companies and Marfrig Group's U.S. operations.
David G. McDonald
Mr. McDonald is a member of Marfrig's board of directors. He is also member of OSI Group's board of directors. He joined the Marfrig's board of directors in 2008 after the company had acquired the OSI Group operations in Europe and in Brazil. Mr. McDonald holds a degree in Animal Science from Iowa State University, in 1987, when he joined OSI Industries, a multi-national food processing company with 70 facilities in 38 countries (www.osigroup.com), as Project Manager and currently holding the position of President and Chief Operating Officer.
Antonio Maciel Neto
Mr. Maciel is an independent Board Member. He was president of Ford do Brasil and South America, and also corporate vice chairman of Ford from 1999 to 2006. He was the chairman of the Grupo Itamarati, from 1997 to 1999 and of CECRISA - Revestimentos Cerâmicos, from 1993 to 1997. Between 1990 and 1993, he held various positions in the federal government of Brazil, such as: adjunct executive officer of the Industry and Commerce Department and National Adjunct Secretary of Economics in the Ministry of the Economy; vice-minister in the Ministry of Industry, Commerce and Tourism.
He was the technical coordinator of the Brazilian Quality and Productivity Program (Programa Brasileiro de Qualidade e Produtividade), or PBQP. He began his professional career at Petrobrás in 1980, where he worked for 10 years. Since 2006, he has been the chairman of Suzano Papel e Celulose. He is currently a member of the global board of directors of Archer Daniels Midland Company. Mr. Maciel holds a degree in mechanical engineering from Universidade Federal do Rio de Janeiro - UFRJ.
Carlos Geraldo Langoni
Mr. Langoni is an independent Board Member. He is currently a member of the board of directors of Souza Cruz, member of the consulting council of Guardian Industries, president of Projeta Consultoria Econômica Ltda. and senior consultant of Companhia Vale do Rio Doce. He has also been the chairman of the Central Bank of Brazil from 1980 to 1983. Mr. Langoni has a Ph.D. in Economics from the University of Chicago.
Marcelo Maia de Azevedo Correa
Mr. Correa is an independent Board Member. He is currently the chief executive officer of Grupo Neoenergia S.A., a member of the board of directors of the National Operator of Electric System (Operador Nacional do Sistema Elétrico), or ONS, Coelba, Cosern, Celpe, Itapebi, Termopernambuco, PCH I, Afluente, Goiás Sul and Baguari I. He was also the chairman of VCB Energia S.A. from 1997 to 2004 and of the board of directors of CPFL - Piratininga from 2001 to 2002 and a member of the fiscal council of RGE - Rio Grande Energia from 1997 to 1999 and CPFL - Paulista. Mr. Correa holds a degree in civil engineering from PUC/RJ and has a MBA in Finance from IBMEC.
Mr. Roberto Faldini holds a bachelor's degree in Business Administration from the School of Economics and Business Administration at the Getúlio Vargas Foundation (EAESP-FGV) and completed a non-degree program in Advanced Management at the Dom Cabral Foundation and at INSEAD – Fontainebleau, a non-degree program in Entrepreneurship at Babson College – Boston and a non-degree program in Corporate Governance Board Leadership – TOT (Training of Trainers) at the IFC and Brazilian Corporate Governance Institute (IBGC). He is the co-founder of the IBGC, an organization dedicated to promoting corporate governance in the country, and is an associate member of the Brazilian Institute of Financial Executives (IBEF), an autarchy that promotes professional and social relationships among professionals in the financial industry. He is an executive director, shareholder and board member at Metal Leve S.A., a producer of automotive components, where he served chief financial officer and investor relations officer from 1980 to 1992 and as a board member from 1993 to 1996. He served as president of the Securities and Exchange Commission of Brazil (CVM) in 1992. He also served as the director in São Paulo of the Family Business Center (PDA) at the Dom Cabral Foundation (FDC). Over the course of his career, he has served on the board of directors or advisory boards of various companies, which include: a) Bovespa – Bolsa de Valores de São Paulo; b) CPFL – Companhia Paulista de Força e Luz S.A.; c) KlickNet S.A.; d) Inpar S.A.; and e) Sadia S.A./ BRF S.A. He is an arbiter on the Market Arbitration Chamber of the Brazilian Stock Exchange (BM&FBOVESPA), a member of the Content Development Board of FBN – Family Business Network in Brazil and a member of the Corporate Governance and Business committees of Amcham - SP. He is currently a statutory board member of the following companies: a) VULCABRAS|AZALEIA S.A. (since 2011); b) Banco BMG S.A. (since 2013); c) Grupo Everest de Hotéis (since 2013); d) Metalúrgica Golin SA since April 2016; and e) non-statutory board member of EMIBRA Indústria de Embalagens Gráficas Ltda. (since 2008).
Board of Executive Officers
Marfrig's Officers are its legal representatives and are primarily responsible for its day-to-day administration and implementation of policies and guidelines set forth by the Board of Directors.
Marfrig's executive Officers are elected by its Board of Directors with three-year term, allowed the re-election and may, at any time, be removed by him.
Marfrig's by-laws provide that its Board of Executive Officers will consist of at least two members, and a maximum of seven members. In accordance with the rules of Novo Mercado, officers must subscribe to, prior to taking office, the Consent Term of the Directors (Termo de Anuência dos Administradores).
Martin Secco Arias
Mr. Secco is Marfrig's Chief Executive Officer. Hi has been the chief executive officer of Marfrig Global Foods S.A since February 16, 2015. From 1987 to 1992, he was an executive officer of Frigorífico Brincofor S.A. in Uruguay. From 1992 to 2007 he has worked at Tacuarembó as an industrial and commercial executive officer. He joined us in 2006, and in 2007 became the Head of Division of Uruguay, aggregating Chile division in 2008. Mr. Secco holds a degree in business administration from the Universidad Católica de Uruguay and a post-graduate degree in management from Universidad de Montevideo.
Ricardo Florence dos Santos
Mr. Santos is Marfrig's Chief Administrative and Financial Officer. He worked at Grupo Pão de Açúcar from 1984 to 2000, as the Financial Planning executive officer and the Investor Relations statutory executive officer. He had worked for two years at UOL Inc. (Grupo Folha de São Paulo) as an investor relations executive officer. He had worked from 2006 to 2007 as an adjunct investor relations executive officer at Brasil Telecom. He had been a member of the board of Grupo Pão de Açúcar from 1995 to 1999; of UOL - Grupo Folha in 2001; of Dentalcorp Sand from 2002 to 2006, and of the Brazilian Institute of Investor Relations (Instituto Brasilieiro de Relações com Investidores), or IBRI, from 1998 to 2001, of which he is currently Chief Executive Officer.
Marcelo Di Lorenzo
Mr. Marcelo Di Lorenzo is a member of the Statutory Board of Executive Officers of the Company since March 2015. He is the Founding Partner of Atlântico Sul Capital Partners and served as its General Director during 2014. He was Partner and General Director for Brazil at 3i from 2011 to 2014. He was General Director and Head of Operations in Brazil at Standard Bank Private Equity from 2009 to 2011. He held various positions, including General Director dedicated to Latin America, at Merrill Lynch Global Private Equity from 2001 to 2009. He also served at Morgan Stanley Dean Witter Private Equity from 1998 to 2001, and at DLJ Merchant Banking Partners from 1996 to 1998. He began his career at McKinsey & Company, where he worked from 1991 to 1993 and again from 1995 to 1996. He served on the board of directors of the listed company Cremer S.A. He received a bachelor's degree in Mechanical Engineering from the Technological Institute of Aeronautics (ITA) in 1990, and an MBA in Finance and Accounting from the University of Chicago in 1995.
Mr. Geres is the Chief Legal Officer of the Corporation. He holds a law degree and is a member of the Brazilian Bar Association since 1994. He holds a graduate degree in Tax Law from Pontifical Catholic University of São Paulo (PUC-SP). He also holds a bachelor's degree in Business Administration from PUC-SP, a master's degree in Political and Economic Law at Universidade Presbiteriana Mackenzie and a Certificate in Global Business Administration from the Thunderbird School of Business (USA)
Mr. Tang David is an Executive Officer with no Specific Title. He worked for 11 years (starting in 1991) in the Treasury department of Asea Brown Boveri – ABB Brasil, where his last position was Executive Officer of Banco ABB S.A. (financial arm of ABB Brasil). He worked for 4 years (between 2002 and 2006) in the Treasury department of JBS Friboi and his last position was as controller of the in-Natura Division. He served as Director of Internal Audit at the Corporation between 2007 and 2010.
Rodrigo Marçal Filho
Mr. Marçal Filho is a member of Marfrig's Board of Directors and an Executive Officer with no Specific Title. His professional life has been connected to the agribusiness area, having worked as farm manager until May 2000, when he joined the Company. He was responsible for the purchase of cattle and later became its officer in charge of infrastructure
Eduardo de Oliveira Miron
Mr. Eduardo Miron (53) has been with Marfrig since 2010. Mr. Miron has over 30 years of experience in Finance and has held prominent positions in the agribusiness and financial sectors. For 22 years, he served in different leadership positions in several business of Cargill in Brazil and in the United States, such as Cargill Bank, Black River Asset Management, Seara Alimentos, among others. Previously, he worked at the finance area of Banco Safra, where he remained for ten years. Mr. Miron graduated with a degree in Accountancy from USF-Universidade São Francisco. He also holds a post-graduate degree in Finance from Fundação E.C. Alvares Penteado and a MBA from Business School Sao Paulo/ University of Toronto.
According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council works, in accordance with the by-laws of the Company and in accordance with the best corporate governance practices, permanently.
The main responsibilities of the fiscal council are to supervise the activities of the management, review the company's financial statements and report its conclusions to the shareholders. The Brazilian corporation law requires that members of the fiscal council receive compensation of at least 10% of the average amount paid annually to the company's officers. It also requires that the fiscal council is composed of at least three and a maximum of five members and its respective alternates.
Currently the Company's Fiscal Council is composed of three permanent members and three alternate members, with one-year term, and reelection is authorized.
Eduardo Augusto Rocha Pocetti
Mr. Pocetti holds a graduate degree in accounting, and a master's degree in business administration from the Business Administration School of the Getúlio Vargas Foundation (FGV). He serves as President of the Brazilian Institute of Independent Auditors (IBRACON). With over 30 years of experience in auditing, he was a partner of KPMG Auditores Independentes from 2004 to 2011, Chairman of BDO Auditores Independentes, and representative of BDO Brasil before the global network of BDO member firms. He is highly experienced in finance, accounting, independent auditing, economic and financial planning, coordinating middle and upper management in multiple domestic and international large-cap manufacturing companies and financial conglomerates. Lead partner in multiple IPOs and corporate project finance transactions in mergers and acquisitions.
Mr. Lamb has been a member of the fiscal council of Marfrig Alimentos S.A since April 2011. He holds a license degree in Physics from the Federal University of Rio Grande do Sul (1972), a graduate degree in Monetary Economics from FRE/RS (1987) and a master's degree in Business Administration (Finance) from the Federal University of Rio Grande do Sul (1993). He is a Certified Fiscal Council member from IBGC. He is currently: (i) Professor of Financial Administration at the Federal University of Rio Grande do Sul since 1998; and (ii) Member of the Audit Boards of AES Tietê S.A. (since April 2012), a company operating in the segment of electricity generation, and of Gerdau S.A. (since April 2013), a company operating in the segment of metallurgical products; he is also an alternate member of the audit boards of AES Elpa S.A., a company whose purpose is to hold interest in other companies, and which is currently the controlling shareholder of AES Eletropaulo, a company operating in the segment of electricity distribution, and of PETROBRAS S.A., a company operating in the segments of energy, oil, gas and other energy sources, all of which are publicly held companies. He has been a member of the audit boards of the following publicly held companies: Seara Alimentos Ltda. (food industry, Brazil), Marcopolo S.A. (bus and van body maker, Brazil), Gerdau S.A., (fiscal years 2007 and 2008), Rio Grande Energia S.A. (electricity distribution, Brazil) AES Eletropaulo (electricity distribution, Brazil).
Axel Erhard Brod
Mr. Brod holds a graduate degree in Business Administration from the Universität des Saarlandes em Saarbrücken in Germany and from the Pontifical Catholic University of Rio de Janeiro (PUC-RJ), as well as a master's degree in finance from PUC-RJ. He is currently the Managing Partner of ABZ Assessoria e Consultoria Empresarial. He is a member of the Fiscal Council in the following companies: Mahle Metal Leve S.A., Metalúrgica Gerdau S.A., Santos Brasil S.A. and A.W. Faber Castell S.A. From 1999 to 2010, he worked in the MAHLE Group, exercising a wide variety functions, including managing teams at the MAHLE Group's global operations; as member and Chairman of several Boards of Directors in joint ventures and group companies; and in MAHLE Metal Leve S.A. as the Chief Financial, Administrative and Investor Relations Officer from 1999 to 2010, where he also served as the Vice-CEO from 2004 to 2010. From 1990 to 1998, he worked in the Thyssen Group in the trading and services division, holding several positions, including as the Group's Chief Administrative and Financial Officer for South America. From 1984 to 1989, he worked in KPMG Auditores Independentes as audit manager of the German Desk at their Rio de Janeiro branch office.
Carlos Roberto de Albuquerque Sá
Mr. Albuquerque Sá holds an Accounting Sciences graduate degree and an Economic Sciences degree, in addition to a post-graduate degree in Finance from the Pontifical Catholic University of Rio de Janeiro. Until recently (2012), he was a Professor of Corporate Risk Management & Internal Controls at the MBA Program of the Armando Alvares Penteado Foundation , and taught Risk Management at the Director Education Program of the Brazilian Institute of Corporate Governance (Instituto Brasileiro de Governança Corporativa), or IBGC. Mr. Albuquerque Sá has been a fiscal council member of the Local Council of the city of Goiânia (state of Goiás) since July 2011. He was previously an alternate fiscal council member of the Company.
Christiano Ernesto Burmeister
Mr. Christiano Ernesto Burmeister was awarded bachelor's degrees in Business administration from Universidade Mackenzie in 1975 and in Electronic Engineering from the same institution in 1971. Since 2010, he has worked at GBS Consultoria specializing in corporate governance and coaching. From 1975 to 2003, he worked at BASF S.A. in various positions until becoming Vice-President of BASF South America. He is a member of the Audit Board of Associação Beneficente Mahle since April 2009; and a member of the Superior Council of Agriculture (COSAG) of the São Paulo State Industry Federation (FIESP), at the invitation of Minister Roberto Rodrigues, then President of COSAG, since November 2009. Previously he served as a member of the Executive Board of the National Agrochemical Industry Association (ANDEF) (1987-89, 1993-97 and 2006-10); as a member of the Advisory Board of the National Union of the Agrochemical Industry (SINDAG) (2006‑10); and as a Board Member of the Brazil-Germany Chamber of Commerce-Industry representing TASA (January 2005 to March 2006).
Peter Vaz da Fonseca
Mr. Fonseca holds a graduate degree in accounting, and specialized in Business Economics (MBA degree from the São Paulo University). He attended specialization courses in Auditing and Expert Inspections at Faculdade Álvares Penteado (FECAP). He is an independent accounting consultant for multiple companies, in addition to external audit committee member for a number of companies across industries. He is an experienced fiscal council member
Mr. Perez received a B.S. in Accounting from Universidade São Marcos and an MBA from the Getúlio Vargas Foundation (FGV). His career has focused on the Financial, Accounting and Process Management areas, with the last 17 years spent as a business and process consultant for implementing Enterprise Resource Planning (ERP) systems. During this period, he has specialized in mapping processes, adapting processes to the system, implementing ERP and training/accompanying post-implementation processes. He worked for more than 10 years at Datasul S.A.
Mr. Perozzi holds a bachelor's degree in Business Administration from the Business School (ESAN) at the FEI University Center (1986) and an Executive MBA from the University of São Paulo - USP (1993) and completed the Director Development Program (PDC) at the Dom Cabral Foundation - FDC (2011). He has vast experience in the fields of Business Administration, Finance and Management, having served over the last 19 years in senior executive positions at midsized and large Brazilian and multinational companies, where he actively participated in restructurings, acquisitions, divestments, joint ventures and mergers of local and foreign multinationals. He coordinated the rebuilding of the valuation bases for the divestment of the logistics operations of the Philips Group to Swiss-based Danzas Group, serving as the Interim Controller. Previously he served as CFO at Swatch Group do Brasil Ltda. (1999-2000) and as CFO at Daruma Telecomunicações e Informática S.A. of Italian-based Urmet Group (2003-2008). He served as a member on the Fiscal Council of the publicly traded company Lupatech S.A. from 2014 to 2015.
The Company, in addition to meeting the requirements laid out in the regulation of the Novo Mercado of BM&FBOVESPA, follows principles of corporate governance that are based on best practices in relation to transparency, accountability and fairness in the treatment of all shareholders.