Governance structure
GRI 102-18

Our governance structure is formed by the Shareholders’ Meeting, the Board of Directors, the Advisory Committees and the Board of Executive Officers.

Shareholders Meeting

It is our main decision-making body, empowered to amend the Bylaws, elect or dismiss members of the Board of Directors, approve accounts and financial statements, and other matters that are vital to our business interests.

Board of Directors (BoD) GRI 102-22

It strives for the fulfilment of the business objectives and monitors its performance, seeking of business longevity. Its responsibilities include: establishing the company’s general guidelines, defining mission, strategic objectives and direction; conducting the annual adoption and approval of strategic planning; approval of transactions related to Capex investments and other relevant financial transactions, such as loans, mergers, incorporations or joint ventures, in accordance with the limits established in the Bylaws; evaluating the CEO’s performance and effectiveness; oversight and assurance of the company’s governance and sustainability practices.

Our Bylaws require that the Board of Directors be comprised of at least five and at most 11 full members, at least three of them independent, in order to comply with the rules established by the stock exchanges in which we are listed. The members’ term of office is one year, with the possibility of re-election.

Currently, the Board of Directors is made up of ten members (two women and eight men), of different nationalities – Brazilian, Canadian, American, Colombian, South African and Chilean. Four of them are independent members. In 2019, one member of the Board withdrew, and two new ones joined, making it more diverse and expanding its representation to shareholders. No member, including the Chairman of the Board, exercises an executive function in the company and all receive compensation. GRI 102-23

More information about the duties of the Board of Directors and the curriculum of each member can be found at

Capital Structure GRI 102-5


Governance Structure

Board of Directors

Luís Ermírio de Moraes
Chairman of the Board (Compensation, Nominating and Governance Committee)

Edward Ruiz
Independent Member (Audit Committee and Finance Committee)

João Henrique Batista de Souza Schmidt
Member (Finance Committee)

Diego Hernandez
Member (Sustainability Committee)

Jean Simon
Member (Sustainability Committee)

Jane Sadowsky
Independent Member (Audit Committee and Compensation, Nominations and Governance Committee)

Daniella Dimitrov
Independent Member (Audit Committee and Sustainability Committee)

Eduardo Borges de Andrade Filho
Independent Member (Compensation, Nominations and Governance Committee)

Jaime Ardila
Member (Finance Committee)

Ian W. Pearce
Member (Sustainability Committee)

Advisory committees GRI 102-18

Our Board of Directors has established permanent committees to assist in monitoring the company’s performance. Composed of Board members, they cover Audit, Finance, Compensation, Nominations and Governance and Sustainability matters. There are at least four annual meetings held, and periodically one of the members reports on the activities of the committee back to the BoD. Each committee has its own set of internal rules, which establishes roles and mandates, rules and procedures for its operation.

Audit Committee – Comprised of three independent members of the BoD, its objectives are to monitor the integrity of financial statements and internal control systems, monitor the risk management process and establish international governance standards (required by the TSX and the NYSE) and ethics and conduct procedures.

Finance Committee – Comprised of three members of the BoD, one independent. It is responsible for understanding market scenarios and trends, defining strategies and financial policies, evaluating and monitoring annual investment plans, proposing guidelines for cash management and the Company’s liquidity position. Compensation,

Nominating and Governance Committee – Composed of three BoD members, two of whom are independent. This committee is responsible for evaluating compensation models, recommending candidates for CEO and the Board of Directors, assessing the performance of the Board of Directors, the CEO and each of the Advisory Committees, and developing corporate governance guidelines and principles.

Sustainability Committee – Composed of four directors, one of whom is independent. It is responsible for establishing guidelines, supporting and monitoring the company’s operational and commercial practices so that they are safe and sustainable and that maintain high standards of health, safety, respect for the environment and corporate social responsibility.

Executive Board

Executive Board

Comprised of the president and eight officers, who meet monthly to monitor the strategic plan, discuss financial and non-financial issues and outline tactical plans for their teams. Our Board of Executive Officers is made up of leaders who are able to act globally in key areas of business and in relationships with all stakeholders. It objective is to ensure the development and execution of the strategic and budgetary plan, based on guidelines received from the Board of Directors. In 2019, the Human Resources officer was substituted.