Board, Council and Committees

Board of Executive Officers

The Board of Executive Officers is JBS' managing executive body.  The members of the Board of Executive Officers are its legal representatives and are responsible for the internal organization, decision-making, day-to-day operations and the implementation of the general policies and guidelines established by the Board of Directors.

The members of the Company’s Board of Executive Officers are elected by the Board of Directors for three-year terms and are eligible for reelection.  The Board of Directors may remove any Executive Officer at any time with or without cause. In accordance to Brazilian Corporation Law, Executive Officers must be residents in Brazil but need not to be shareholders.  JBS’ Board of Executive Officers meets if called by the president of the Board of Eexecutive Officers or by the majority of its members if necessary.

The Company’s Investor Relations Office is located at the Company’s headquarters, at Av. Marginal Direita do Tietê, 500, São Paulo, SP, under the responsibility of Mr. Guilherme Perboyre Cavalcanti. JBS’s shareholders department can be reached at (+55 11) 3144-4224, and/or through the electronic address is ir@jbs.com.br. JBS’s Internet website is http://www.jbs.com.br/

Executive officers Title Date of election End of office term
Gilberto Tomazoni Chief Executive Officer May 13, 2019 May 13, 2022
Degree in mechanical engineering and a postgraduate degree in management. He has extensive experience in, and knowledge of, the food industry. He worked at Sadia for 27 years, where he started as a trainee and rose to become the CEO. He served for three years as Vice President of Bunge Alimentos, managing the food and ingredients business, and was also the Executive Director for South and Central America. He joined JBS as Global President of the poultry business in 2013, and subsequently led the establishment of Seara Alimentos as CEO. In 2015, he was named President of JBS’ Global Operations and, since 2017, has served as the Company’s Global Chief Operating Officer. In 2013 he was named Chairman of the Board of Pilgrim's Pride Corporation. He is also a member of the International Advisory Council of Fundação Dom Cabral (FDC). 
Jeremiah O‘Callaghan Director without a specific designation May 13, 2019 May 13, 2022
Born in Cork, Ireland in 1953. Studied engineering at University College Cork and immigrated to Brazil in 1979. Mr. Jeremiah O’Callaghan joined the beef industry in 1983, developing global trade strategies for the Brazilian beef industry. Worked initially in Mouran (1983-1989), then in Bordon (1989-1995) and joined JBS in 1996 to develop JBS’ International Business area.
Eliseo Santiago Perez Fernandez Director of Administration and Control May 13, 2019 May 13, 2022
Graduated in Business Administration and Accounting at Pernambuco’s Catholic University and post-graduated in Business Administration at FGV. Mr. Eliseo started at JBS in August 2005 and is currently the Director of Administration and Control. Has the experience of eight years in audit and consulting and 10 years in the retail industry.
Guilherme Perboyre Cavalcanti Chief Financial Officer and Investor Relations Officer May 13, 2019 May 13, 2022
Guilherme holds bachelor's and master’s degree in economics from the Pontifical Catholic University of Rio de Janeiro. Since 2012, he has served as Director of Finance and Investor Relations at Fibria Celulose S/A. Previously, he was CFO and Investor Relations Officer at Vale do Rio Doce and, before that, was the Director of Treasury and Planning at Grupo Globo. He has won several industry awards, including that of Best CFO in the Pulp and Paper industry by Institutional Investor Magazine every year between 2012 and 2016
Wesley Mendonça Batista Filho Director without a specific designation May 13, 2019 May 13, 2022
Wesley Filho began his career with JBS USA as a trainee at the Greeley Beef plant located in Colorado. Upon completing the Trainee program, Wesley moved to Brazil joining JBS S.A.. In South America Wesley served in various senior roles including, Asian Export Sales, Head of JBS Uruguay and Head of JBS Paraguay. In 2014 Wesley assumed the positon of President of JBS Canada and relocated to Calgary, Alberta. Since February of 2016, Wesley was the president the beef business in Canada and USA. Today,  he is the president of JBS operations in South America.

Fiscal Council

Under the Brazilian corporation law, the Fiscal Council is a management body independent from the Company and external auditors and may or may not be permanent. If the Fiscal Council is not permanent, it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The primary responsibilities of the Fiscal Council are to monitor management activities, review the Company’s financial statements and to report its findings to the Company’s shareholders. In addition, Brazilian Corporation Law requires Fiscal Council members to receive as compensation at least 10% of the average annual amount paid to the Company’s executive officers, excluding benefits and other allowances or profit sharing.

The Fiscal Council is a permanent body, and, whenever installed, must be comprised of three members, with an equal number of alternates. Under Brazilian Corporation Law, an Fiscal Council may be established at a shareholders’ meeting upon the request of the shareholders. JBS currently maintain an Fiscal Council.

The Fiscal Council will function on a permanent basis, with the powers and duties granted to it by law.

The Fiscal Council shall consist of at least three (3) and at most five (5) sitting members and alternates in the same number, shareholders or not, liable to be elected or dismissed at any time of the General Meeting.
The members of the Fiscal Council shall have a unified term of office of one year, with reelection being permitted.
In their first meeting, the members of the Fiscal Council shall elect their president.
The investiture in the positions shall be made by means of an instrument drawn up in a proper book, executed by the member of the  Fiscal Council who takes office by means of the prior execution of the Instrument of Consent of Members of the  Fiscal Council pursuant to the provisions of the Listing Regulations of Novo Mercado.
In case of absence or impairment, the members of the Fiscal Council shall be replaced by the corresponding alternate with due regard for the age, starting with the eldest.
In case the vacancy of any position as member of the Fiscal Council, the corresponding alternates will occupy the position and, in case of nonexistence of any alternates, the General Meeting shall be convened to elect the member for the vacant position.

The remuneration of the members of the Fiscal Council shall be fixed by the General Meeting that elects them, with due regard for the provisions of paragraph 3 of article 162 of the Corporation Law.The Fiscal Council shall meet whenever necessary, being entitled to all duties attributed to it by law.
Regardless of any formalities, a meeting to which all members of the Fiscal Council are present will be considered regularly convened.
The Fiscal Council manifests itself by means of the majority of votes, when the majority of its members are present.
All resolutions of the Fiscal Council shall be reflected in minutes drawn up in the corresponding Book of Minutes and Opinions of Fiscal Council and executed by the members present.

Member Name Title Date of election End of office term
José Paulo da Silva Filho Member 04/30/2019 ASM 2020
Graduated in Accounting at the Catholic University of Pernambuco and Post Graduate in Business Management at Getulio Vargas Foundation (FGV). Mr. José has 17 years experience as an independent auditor and over 10 years as director in the areas of administration and finance.
Adrian Lima da Hora President 04/30/2019 ASM 2020
Graduated in Business Administration and Accounting at Universidade Católica de Pernambuco, has a MBA at Ahold Retail Academy, Cornell and Provar - USP. He has an extensive experience at the animal protein industry, with a relevant background in retail and external audit (Ernst & Young). He worked as CFO, CAO and controller at multinational companies globally and was the chairman of Inalca JBS. He has knowledge of the bond market and processes straight with CADE. He is a fluent speaker of english, italian and spanish. His last attributions were as Seara's CFO from 2015 to 2016 and Rodopa's CAO from 2011 to 2015.
Demetrius Nichele Macei Member 04/30/2019 ASM 2020
Tax teacher at the Law School of Curitiba with a PhD in tax law by the Pontifical Catholic University of São Paulo (PUC). Has an extensive professional experience, holding positions in companies such as JBS Argentina SA, JBS S.A. and Deloitte Brazil. In addition, he published articles and books.
Maurício Wanderley Estanislau da Costa Member 04/30/2019 ASM 2020
 
Marcos Godoy Brogiato Alternate Member 04/30/2019 ASM 2020
 
André Alcantara Ocampos Alternate Member 04/30/2019 ASM 2020
 
Sandro Domingues Raffai Alternate Member 04/30/2019 ASM 2020
 
Francisco Vicente Santana Silva Telles Alternate Member 04/30/2019 ASM 2020
 

Board of Directors

Pursuant to the Article 16, paragraph 3 of JBS’s by-laws, the Company’s Board of Directors consists of seven members: one president, one vice president, three permanent directors without a specific title and two permanent independent directors. During periods of absence or temporary unavailability of the president, the president’s activities will be performed by another member of the Board of Directors, previously appointed by the president.

The Company’s Board of Directors is the decision-making body responsible for, among other matters, establishing policies and guidelines for its business. The Board of Directors also supervises its board of executive officers and monitors their implementation of the policies and guidelines that are established from time to time by the Board of Directors.  Pursuant to Brazilian Corporation Law, the Board of Directors is also responsible for hiring its independent auditors.

The members of JBS’s Board of Directors are elected at general shareholders’ meetings for terms of two years, and are eligible for reelection. The members of JBS’s Board of Directors are subject to removal at any time, with or without cause, at a general shareholders’ meeting. The Company do not elect alternate members of the Board of Directors. According to the Brazilian Corporation Law, each of the members of JBS’s Board of Directors must hold at least one of our shares.

The Board of Directors meets at least once in each fiscal quarter and at any time when an extraordinary meeting is called by the president or by any other member.  Decisions of the Board of Directors are taken by majority vote.

Except when indicated differently, the commercial address of each member is Av. Marginal Direita do Tiête, 500, Vila Jaguara, CEP 05118-100, São Paulo, SP.

Click here and access the Integration Program of the New Members of the Board of Directors

Directors Position Date of Election Term of Office
Jeremiah O'Callaghan Chairman 04/30/2019 ASM 2021
Born in Ireland, he immigrated to Brazil in 1979. He joined the Brazilian meat industry in 1983, developing global trade strategies for the Brazilian beef industry. O’Callaghan initially worked at Mouran (1983 to 1989), then at Bordon (1989 to 1995), finally joining JBS in 1996 to develop the department of International Businesses. He has served as the Investor Relations Officer at JBS for the past 10 years, with responsibility for the Company’s relationship with the CVM and the SEC, and representing JBS with local and international investors and stakeholders.
José Batista Sobrinho Vice President 04/30/2019 ASM 2021
Current Vice-President of the Board and CEO of the Company, Mr. Batista is the founder of JBS. He has more than 50 years of experience in beef production. 
Aguinaldo Gomes Ramos Filho Member 04/30/2019 ASM 2021
Aguinaldo Filho has experience in the beef business in Brazil and in Latin America. He began his career as a member of the Sales team of JBS in Brazil and became the Head of JBS Uruguay. He was also the Head of JBS Paraguay where he was responsible for the consolidation of the operations, making JBS the most important player in the country, and where he led the project of construction of the most modern slaughterhouse in Latin America. Today, he is the CEO of VL Participações, a firm that operates in the agribusiness segment.
Gilberto Meirelles Xandó Baptista Member 04/30/2019 ASM 2021
Graduated in Business Administration from Fundação Getúlio Vargas, has a degree in Retail Management at USP/FEA and took especialization in Business Management at Fundação Dom Cabral/INSEAD - France. Today, Xandó is the CEO of Vigor Alimentos S.A. and a member of the Board of Directors of Itambé. During his career, he worked in several areas, such as Corporate Finance, Controlling, Trade Marketing, Marketing, Sales (in Brazil and abroad) and Business Unit management at Natura, Sadia S.A. and Coopers & Lybrand.
Wesley Mendonça Batista Filho Member 04/30/2019 ASM 2021
Wesley Filho began his career with JBS USA as a trainee at the Greeley Beef plant located in Colorado. Upon completing the Trainee program, Wesley moved to Brazil joining JBS S.A.. In South America Wesley served in various senior roles including, Asian Export Sales, Head of JBS Uruguay and Head of JBS Paraguay. In 2014 Wesley assumed the positon of President of JBS Canada and relocated to Calgary, Alberta. Since February of 2016, Wesley was the president of the beef business in Canada and USA. Today,  he is the president of JBS operations in South America.
José Guimarães Monforte* Member 04/30/2019 ASM 2021
 
Cledorvino Belini* Member 04/30/2019 ASM 2021
Cledorvino Belini enjoyed a 44-year career at Fiat, serving as president in Brazil and Latin America for 11 years between 2004 and 2015. Belini was also president of the National Association of Automobile Manufactures (Anfavea) between 2010 and 2013.
Alba Pettengill* Member 04/30/2019 ASM 2021
 
Márcio Guedes Pereira Júnior* Member 04/30/2019 ASM 2021
 

*Independent member.

Board of Directors' Committees

The Board of Directors of JBS has the support of five specific committees that assist in strategic business decisions.

Sustainability Committee

The Sustainability Committee advises the Board of Directors regarding the risks and opportunities in sustainability initiatives. Accordingly, the committee is responsible for dealing and connecting all topics related to the Company's business in a global perspective, including: identification, addressing and treatment of critical issues that result in risks or impacts on JBS' business; monitoring and implementation of policies, strategies and specific initiatives; and evaluation of investments proposals in sustainability. The Sustainability Committee is currently composed by four members.

Composition of the Sustainability Committee

Name Position Position in the Committee
Renato Mauro de Menezes Costa President of JBS Beef Brazil business Member
Ana Cristina Barros Independent Consultant Member
Jeremiah O'Callaghan Chairman of the Bord of Directors of JBS Chairman
Joanita Maestri Karoleski President of Seara business Member
Audit Committee

The Audit Committee advises the Board of Directors about the norms, rules and procedures for disclosure and transparency of financial statements, being responsible also for evaluating the performance of internal control systems and internal and external audits. Annually, the Audit Committee revises the work conducted by the internal audit team and approves the guidelines and the action plans for the year in course. 

Composition of the Audit Committee

Name Position Position in the Committee
Paulo Sérgio Cruz Dortas Matos Member of the Regional Accounting Council (CRC) Member
Orlando Octávio de Freitas Júnior Independent Member of the Related Parties Committee Member
Gilberto Meirelles Xandó Baptista Member of the Board of Directors of JBS Chairman
Financial and Risk Management Committee

This Committee helps the Board of Directors and Executive Officers analyze the impacts of the global economic scenario on JBS’ financial policy. The Committee acts in order to improve rules and procedures for the control and management of market and credit risks. The objective was to reduce the risk of fluctuation in prices and create value for shareholders, in addition to mitigate other risks that the Company is exposed due to the regular course of its business. The Committee is currently composed by four members.

Composition of the Financial and Risk Management Committtee

Name Position Position in the Committee
Wesley Mendonça Batista Filho Member of the Board  of Directors of JBS Chairman
Gilberto Meirelles Xandó Baptista Member of the Board of Directors of JBS Member
Márcio Guedes Pereira Júnior Independent Member of the Board of Directors of JBS Member
Guilherme Perboyre Cavalcanti Global CFO and Investor Relations Officer Member
Governance Committee

The Governance Committee aims to implement practices and policies based on the highest standards of corporate governance and compliance.

Composition of the Governance Committee

Name Position Position in the Committee
Jeremiah O'Callaghan Chairman of the Board  of Directors of JBS Chairman
Gilberto Meirelles Xandó Baptista Member of the Board of Directors of JBS Member
Verônica Peixoto Coelho Human Resources Director of JBS Member
Related Parties Committee

The Related Parties Committee aims to ensure that the transactions of the Company and its subsidiaries and affiliates, involving related parties are performed taking into account, firstly, the best interest of the Company, under normal market conditions, negotiated independently, through a transparent and ethical process, in accordance with the current legislation and on terms not less favorable to the Company than a transaction held with third parties that are not considered Related Parties, under the same circumstances or in similar scenarios.

Click here to access the Internal Procedures By-Laws of the related Parties Commitee.

Composition of the Related Parties Committee

Name Position Position in the Committee
Paulo Sérgio Cruz Dortas Matos Independent Member of the Audit Comittee Member
Orlando Octávio de Freitas Júnior Independent Member of the Audit Comittee Member
Gilberto Meirelles Xandó Baptista Member of the Board of Directors of JBS Chairman
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