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.




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
  • Vulnerability and intrusion tests before launching a new system
  • 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
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
  • 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)
  • Quality laboratory system with the capacity for differential diagnosis
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
  • 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
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 increase the use of renewable energy by 30% by 2030
  • Projects covering lagoons for methane capture through biodigesters, converting it into clean fuel
  • The Company announced its intention to work toward net-zero greenhouse gas emissions by 2040
Compliance Corruption Risk of conduct contravening JBS’ Code of Conduct JBS has a global compliance program that encompasses the following pillars:
  • Risk Assessment
  • Leadership and Governance
  • Policies and Procedures
  • Whistleblower Hotline
  • Controls
  • Training and Communication
  • Third-Party Due Diligence
  • Monitoring, Oversight, and Discipline