Management and Oversight
(GRI 2-9)
Governance Structure
Our corporate philosophy includes sound corporate governance and compliance with all laws, regulations, and our own internal policies.
Board of Directors
(GRI 2-12,2-13, 2-17)
The Board of Directors is our highest governance body. It is comprised of nine members, including a chair, a deputy chair and seven independent directors, two of whom are women. Elected at general shareholders’ meetings for renewable terms of two years, members are tasked with determining business guidelines and policies, as well as economic, social, and environmental targets for JBS. In addition, they are responsible for monitoring the company’s performance and overseeing the management of the Board of Executive Officers.
Each member of the company’s Board of Directors provides different expertise and perspective that contributes to the Board’s dynamics and ability to advise JBS at a global level, while also carefully considering the geographic specifications of our operations. Made up of mostly independent members, the Board also helps ensure that credible, expert voices of objectivity 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 regarding risks and opportunities related to sustainability. Accordingly, 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 policies, strategies, and specific initiatives; 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, and evaluates the performance of internal control systems, and internal and external audits. The committee reviews the work conducted by the internal audit team annually 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 JBS’ business. The committee acts to improve rules and procedures for the control and management of market and credit risks. The objective of this committee is to reduce the risk of price fluctuation and generate shareholder value, in addition to mitigating other relevant risks.
- Governance, Compensation and Nomination Committee
Implements practices and policies based on high standards of corporate governance and compliance.
- Related Parties Committee
Ensures that transactions between related parties and the company or its subsidiaries or affiliates are performed in the best interests of the company, under normal market conditions, and negotiated independently 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 that are not considered Related Parties.
- Diversity, Equity, and Inclusion Committee
Advises the Board of Directors on the company’s progress in relation to the rules and principles of people management processes (including recruitment, hiring, training, promotion, and resignation) through the definition, implementation, and management of diversity and inclusion programs, while aiming to promote an inclusive and diverse workplace that is aligned to the strategy, culture, and values of the Company. The committee is responsible for the development of affirmative actions, based on the work of internal team members, with the objective of implementing an active feedback channel for employees and creating action plans based on identified opportunities for improvement.
To learn more about JBS’ Board of Directors, please visit our Investor Relations site.
Board of Executive Officers
JBS’ Board of Executive Officers is its managing executive body. Executive officers are the company’s legal representatives and are responsible for its internal organization, decision making, and daily operations, as well as the implementation of the 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.
Members of the Company’s Executive Board are elected by the Board of Directors for a renewable term of three years.
Risk Management
JBS has a global risk management team that operates under its own board, the Risk Control Board, and has direct access to the company’s senior management through the Financial and Risk Management Committee that advises the Board of Directors. It has been created to track the variables and factors that the company is exposed to related to financial issues, including market, credit, and liquidity, and non-financial issues, such as socio-environmental matters. Climate change, for example, is one of the risks monitored.
The Risk Control Board is charged with detecting, monitoring, assessing, and mitigating 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 helps operational units identify and monitor the risks posed by their own activities, with assistance from expert professionals and dedicated systems.
In addition, we also have a global Food Safety and Quality Assurance team that reports directly to the Global Chief Executive Officer (CEO), and an Independent Advisory Board that advises the JBS USA executive team on managing risks posed by policies, procedures, and impacts related to sustainability.
Within Pilgrim’s, our newly formed ESG Committee assists the Pilgrim’s Board of Directors in overseeing the company’s environmental, social and governance policies, strategies, and programs, such as climate change impact, energy conservation, human rights, diversity and inclusion, and employee health, safety and well-being. Through its oversight role, the committee works to ensure the company’s approach and funding are designed and implemented by Pilgrim’s executive officers and other senior managers in a manner consistent with the company’s ESG goals and are functioning properly.
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. |
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| 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. |
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| Workforce safety | The Company does not establish and/or provide an environment where the safety of its employees is the top priority, resulting in accidents, fatalities, and critical risks to its reputation. | 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 speAcific 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 |
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| 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. |
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| 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. |
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| Compliance | Corruption | Risk of conduct contravening JBS’ Code of Conduct |
JBS has a global compliance program that encompasses the following pillars:
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