Our Governance

Management and Oversight

(GRI 2-9)

Governance Structure

Effective governance is essential to achieving sustainable business practices and creating long-term value for all stakeholders. Our corporate governance goes beyond compliance with all laws and regulations by adhering to our internal policies and commitments.

Board of Directors

(GRI 2-12, 2-13, 2-17)

Our Board of Directors is our highest governance body. It comprises 11 members, including a chair, a deputy chair and nine independent directors, including two women. Elected at general shareholders’ meetings for renewable terms of two years, members determine business guidelines and policies and economic, environmental, and social targets for JBS. They are also responsible for monitoring the company’s performance and overseeing the management of the Board of Executive Officers.

Each board member provides unique expertise and geographic perspective. Comprised chiefly of independent members, the board helps ensure that credible, expert, and objective voices help guide the direction of our business.

Board Advisory Committees

(GRI 2-9)

The JBS Board of Directors is supported by six specific committees that assist in strategic business decisions.

Socio-Environmental Responsibility Committee
Advises the Board of Directors on sustainability risks and opportunities. The committee is responsible for addressing all topics related to the company’s business from a global sustainability perspective, including identifying critical issues that impact the business; monitoring and implementing initiatives, policies, and strategies; and evaluating investment proposals related to sustainability.
Statutory Audit Committee
Advises the Board of Directors regarding the norms, rules, and procedures for disclosure and transparency of financial statements. The committee also reviews the work conducted by the internal audit team and external audits, evaluates the performance of internal control systems, and approves the guidelines and action plans for the year.
Financial and Risk Management Committee
Helps the Board of Directors and Executive Officers analyze the financial impacts of potential global economic scenarios on the JBS business. The committee improves rules and procedures for controlling and managing market and credit risks to reduce the risk of price fluctuation, mitigate other relevant risks, and ensure shareholder value.
Governance, Compensation and Nomination Committee
Implements practices and policies based on high corporate governance and compliance standards.
Related Parties Committee
Ensures that transactions between related parties and the company, its subsidiaries, and its affiliates are performed in the best interests of the company and fair to all involved. The committee negotiates independently under normal market conditions through a transparent and ethical process in accordance with current legislation and on terms not less favorable to the company than a transaction held with third parties not considered related parties.
Diversity, Equity, and Inclusion Committee
Advises the Board of Directors on the company’s progress related to people management (recruitment, hiring, training, promotion, and resignation) through the definition, implementation, and management of diversity and inclusion programs. The programs promote an inclusive and diverse workplace aligned with the company’s strategy, culture, and values. The committee develops affirmative actions based on an evaluation of the company’s programs and employee feedback.

To learn more about JBS’ Board of Directors, please visit our Investor Relations site.

Board of Executive Officers

The JBS Board of Executive Officers is its managing executive body. Executive officers are the company’s legal representatives, responsible for JBS’s internal organization, decision making, daily operations, and the implementation of general policies and guidelines periodically established by the Board of Directors. The executive board also oversees the execution of the company’s sustainability strategy across its global operations.

Risk Management

JBS has a global risk management team that operates under its own Risk Control Board, which has direct access to the company’s senior management through the Financial and Risk Management Committee that advises the Board of Directors. This team was created to track the factors and variables that could expose the company to financial issues such as market, credit, and liquidity risks, and non-financial issues such as socioenvironmental matters like climate change.

The Risk Control Board detects, monitors, assesses, and mitigates financial risks inherent to the company’s operations. Based on the Commodities and Financial Risk Management Policy approved by the Board of Directors, the Risk Control Board also assists operational units in identifying and monitoring the risks posed by their activities, with assistance from expert professionals and dedicated systems.

Within our subsidiaries, the Pilgrim’s ESG Committee assists the Pilgrim’s Board of Directors in overseeing the company’s environmental, social, and governance policies, strategies, and programs. These include climate change impact, energy conservation, human rights, diversity and inclusion, and employee health, safety, and well-being. Through its oversight role, the committee helps ensure that Pilgrim’s executive officers and other senior managers design, fund, implement, and execute programs consistent with the company’s ESG objectives.

Category	Risk	Description	Responding to the Risk
Cyber	Cybersecurity	Unprotected or exposed information assets (such as hardware, systems, laptops, customer data, and/ or intellectual property) that may be vulnerable to a cyber attack, leading to financial impacts, operational disruptions or downtime, and damage to brands and reputations.	Network topology developed to protect it against unauthorized access and damage. Deep and Dark Web monitoring by Tempest. Annual penetration testing to detect vulnerabilities in the system. If any vulnerabilities are found, an action plan is developed. After correction, a new test is conducted. All developers, contractors or users of JBS’ system have to pass dual authentication before entering the intended system. Security stores back-ups and logs that guarantee operations can resume in the event the system goes offline. Hard disks in all of the company’s laptops are encrypted. Antivirus software is permanently updated. Our security system is audited annually by third parties. Working alongside government authorities in the event of systemic threats. Vulnerability and intrusion tests before launching a new system.
Operational	Animal Health	The occurrence of an animal disease outbreak in the country or a specific region can lead to a potential closure of significant markets and an increase in customer complaints. This outbreak may result in the inability to supply products and maintain operations in the factories.	Daily monitoring through the Disease and Contamination Dashboard for incidences of diseases and controlled medications identified in slaughtered animals Availability of a Library of Animal Health and Well-being to raise awareness and educate suppliers. Establishment of strategic partnerships to mitigate the risk of animal diseases in supplier herds. Origin Assurance Program to assess the status of properties and direct actions in 13 sections. Ongoing improvement proportion in properties through the voluntary adoption of the Farm Grade 10 Program, encompassing general aspects, nutrition, and feeding. Quality laboratory system with the capacity for different diagnosis. Collaboration with public, institutional, and procedural fronts to control and mitigate the impacts of emergent diseases, with strategic planning within the organization to identify strengths, weaknesses, opportunities, and threats related to business competitiveness. Vertically integrated system providing complete traceability, implementing biosecurity measures, risk mapping, strict blocking measures, measures to prevent disease entry, control of farm access, among others. Preparation of strategic options for risk containment (contingency plan). Ongoing education programs with producers and intensive awareness and structuring activities for biosecurity, including communication flows, training, and simulations for all involved parties (mitigation controls).
Operational	Workforce Safety	Potential for occupational accidents or fatalities to occur if the company does not establish and/or provide a working environment where the safety of its employees is the top priority.	JBS has a Corporate Health and Safety practice dedicated to health and safety standards and processes. Each unit has a matrix organizational structure and OHS teams in each Operating Unit. In Brazil, risk management is carried out through the Self-management Health and Safety Program - PSSAG, which is integrated with legal requisites to contribute to the management of risksand hazards, where all tools have periodical updating and monitoring routines. There are Safety Committees operating from senior management down to the structure of each Operating Unit, which address specific topics and monitor the implementation of health and safety routines and processes, as well as departmental key performance indicators.
Financial	Market	Exchange, interest and commodities risks, where fluctuations could potentially affect JBS’ operations	Real-time mapped exposures Adoption of financial protection instruments, including derivatives, provided they are approved by the Board of Directors
	Credit	Risk of delinquency posed by accounts receivable, investment and hedging instruments	Accounts receivable from customers: Diversification of the portfolio and establishment of secure parameters for credit granting (always considering proportional limits, financial and operational ratios, and conducting credit monitoring agency inquiries). Financial transactions with financial institutions as counterparties: Exposure limits defined by the Risk Management Committee and approved by the Board of Directors, based on risk ratings from specialized international agencies.
	Liquidity	The possibility of imbalances between tradable assets and payable liabilities that could affect the ability to meet upcoming financial obligations.	Capital structure management focused on modified immediate liquidity metrics – that is, cash and cash equivalents plus financial investments, divided by short-term debt – and working capital, to maintain the leverage of the Company and its subsidiaries. In 2019, a Liquidity Management Policy was published, establishing guidelines for the liquidity management process of the Company and its subsidiaries, both in Brazil and abroad.
Social and Environmental	Acquisiton of Raw Materials	The risk of acquiring raw materials from suppliers involved in deforestation of native forests, encroachment on protected areas such as indigenous lands, quilombolas, local communities, or environmental conservation units, as well as the risk of utilizing child labor or forced labor, or products that may pose health risks to consumers.	Cattle sourcing: Adoption and public disclosure of socio-environmental criteria and promotion of good cattle farming practices. Monitoring of supplier farms using a geospatial system capable of identifying non-compliance incidents and preventing the purchase of raw materials from suppliers with improper behavior. Transparent Livestock Platform enables JBS cattle suppliers to include their own suppliers in the register and meet socio-environmental criteria for livestock reproduction in the Amazon biome. Green Offices initiative. Monitoring of grain suppliers' chain. Poultry and swine sourcing: The origin and quality of raw materials are ensured through an integrated relationship between the Company and animal breeders. Regular visits and audits at suppliers ensure that production practices meet the criteria established by JBS.
Social and Environmental	Climate Change	Climate change could also negatively impact the company’s business. Resources such as water, electricity and animal feed (dependent on farming) are essential for producing raw materials (cattle, poultry, hogs and sheep). Operations could also be impacted by new legislation and regulations around the matter.	Monitoring the environmental footprint of operations and implementing actions to reduce these impacts, both in its own operations and those of its suppliers. Global inventory of direct and indirect greenhouse gas (GHG) emissions, following the international GHG Protocol methodology. Monitoring indicators related to electricity and water consumption to optimize production processes and reduce usage. Target to achieve 60% renewable electricity use by 2030. Projects covering lagoons for methane capture through biodigesters, converting it into clean fuel.
Compliance	Corruption	Risk of conduct contravening JBS’ Code of Conduct	JBS has a global compliance program that encompasses the following pillars: Leading Behavior Assessing Risk Developing Policies and Procedures Conducting Trainings Promoting Reporting and Conducting Investigations Communicating Regularly Implementing Controls Monitoring Effectiveness Extending to Third Parties