In accordance with articles 16 and 17 of Minerva´s bylaws, its board of directors is currently comprised of eight members. During periods of absence or temporary unavailability of the president, the vice-president will substitute for him. During periods of absence or temporary unavailability of the president and of the vice-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 responsible for, among other matters, determining the policies and guidelines of its business, supervising the board of executive officers and monitoring the implementation of the policies and guidelines periodically established by the board of directors. According to Brazilian Corporate Law, the board of directors is also responsible for hiring our independent auditors.
The members of the Company´s board of directors are elected at a general shareholders’ meeting, serving for a two-year term and are eligible for reelection. The members of the Company´s board of directors are subject to removal at any time, with or without cause, at a general shareholders’ meeting.
Minerva´s board of directors meets every three months and whenever an extraordinary shareholders’ meeting is called by the president or by any other member. Each member will have the right of one vote on the resolutions, and the resolutions of the board of directors are voted by a majority of its members.
|Directors||Title||End of term of office|
|Edivar Vilela de Queiroz||Chairman||April 2016|
|Antônio Vilela de Queiroz||Vice- Chairman||April 2016|
|Ibar Vilela de Queiroz||Member||April 2016|
|Norberto Lanzara Giangrande Jr||Member||April 2016|
|Alexandre Lahoz Mendonça de Barros||Independent Director||April 2016|
|José Luiz Rêgo Glaser||Independent Director||April 2016|
|Dorival Antonio Bianchi||Independent Director||April 2016|
|Roberto Rodrigues||Independent Director||April 2016|
Edivar Vilela de Queiroz. Mr. Edivar de Queiroz has been a member of the board of directors since May 2, 2007. He serves as the president of the Beef Industry Syndicate of the State of São Paulo (Sindicato das Indústrias Frigoríficas do Estado de São Paulo), or SINDFRIO, and has also served as the president of ABIEC. Mr. Edivar de Queiroz holds a law degree from Faculdade Municipal de Franca.
Antônio Vilela de Queiroz. Mr. Antônio de Queiroz has been a member of the board of directors since May 2, 2007. He is the owner of Expresso Barretos Ltda. since 1976 and of Agropecuária Vilela de Queiroz since 1967, and also develops agricultural and cattle raising business activities.
Ibar Vilela de Queiroz. Mr. Ibar de Queiroz has been a member of the board since May 2, 2007. He is the owner of Auto Posto São Domingos and also develops agricultural and cattle raising business activities.
Norberto Lanzara Giangrande Jr. Mr. Norberto Lanzara Giangrande Jr. is founding partner and managing director of the brokerage firm Octo CTVM S/A and CEO of Link Investimentos CTVM S/A. He holds a bachelor’s degree in agronomic engineering from University of São Paulo (USP - ESALQ) and a graduate degree in Finance from Getúlio Vargas Foundation (FGV). He has already been manager of the brokerage firms Safic and Prosper. Former member of BMF’s Board of Directors and ANBIMA’s Ethic Committee, he is currently member of the Board of Directors of Bolsa Brasileira de Mercadorias - Brazilian Commodities Exchange (BBM).
Alexandre Lahoz Mendonça de Barros. Mr. Barroz holds a degree in agricultural engineering from ESALQ/USP (1990) and a PhD in applied economics from the same university (1999). He began teaching Macroeconomics, Economic Development and Agricultural Economics at ESALQ/USP’s Department of Economics, Business Administration and Sociology in 1995. He has been teaching Agricultural Economics at the Getúlio Vargas Foundation since 2005. A former member of the Board of Directors of Fosfértil, and a sitting member of the Board of Directors of the Schoenmaker/Terra Viva Group and the Otávio Lage Group, Mr. Barros is also a member of the Outside Advisory Committee of the Farming Division of the Brazilian Agricultural Research Company in the Southwest region (EMBRAPA Pecuária Sudeste). He is a member of the Senior Agribusiness Council of the Federation of Industries of the State of São Paulo (FIESP) and an advising partner at MB Agro and Ruralcon Consultoria in Agricultural Management.
José Luiz Rêgo Glaser. Mr. Glaser Jose joined Noble in August 2011 and holds a Bachelor degree in Business Administration from FGV (Fundacao Getulio Vargas) and a Master degree from Stanford University, Food Research Institute, USA.He brings over 30 years of grains and softs trading, asset management, business development and business management experience, gained primarily at Cargill, where he managed large operations in Switzerland, USA and Brazil. He started his career at SKF Ball Bearings and worked at Madebras, before joining Cargill, where he worked for the last 27 years.His last role at Cargill was General Manager Grains and Oilseeds Supply Chain.
Dorival Antônio Bianchi. Mr. Bianchi is an economist from the University of São Paulo. He worked as executive officer at Telecel Telecomunicações Ltda (1992 - 2004) and Fashion Mall S.A. (1999 - 2001). He has served on the Boards of several organizations including Banco Mercantil de São Paulo (2002 - 2003), Net Serviços de Comunicação (1998 - 2000), Sadia (1998 - 2001), BES Investimento do Brasil (2001) and Semp Toshiba Amazonas S.A. (1997 - 2001). He represented Bradesco on the executive board of Visa International (1996 - 1999). Between 1979 and 2004, he served in the Bradesco group as executive officer of Bradesco S.A. Corretora de Valores Imobiliários (1979 - 1982) and as Board member of Banco Bradesco and Bradesplan Participações S.A. (1999 - 2004).
Roberto Rodrigues. Mr. Roberto Rodrigues earned a bachelor’s degree in Agricultural Engineering from the Higher School of Agriculture Luiz de Queiroz - ESALQ-USP in 1965. He received a degree Honoris Causa from the University of the State of São Paulo Júlio de Mesquita Filho - UNESP in 1998, after concluding Rural Management programs. Mr. Roberto Rodrigues began teaching at UNESP in 1967. He served as the Minister of Agriculture, Livestock and Supply in Brazil from January 2003 through June 2006. He has been a member of the Advisory Council of the Organization of Cooperatives of the State of São Paulo - OCESP since 1990. He also held the position of Chairman of the Agribusiness Board of the Federation of Industries of the State of São Paulo - COSAG FIESP from 2006 to 2012. Since 2006, he has served as the Agribusiness Coordinator of the São Paulo School of Economics of the Getúlio Vargas Foundation - FGV.
Minerva´s board of executive officers is the Company´s executive management body. The members of the board of executive officers are the Company´s board of directors’ 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 from time to time by the board of directors.
The members of the board of executive officers are elected by the board of directors, with two-year terms
and are eligible for reelection. The board of directors may remove any executive officer at any time with or without cause. According to Law No. 6,404/76, the members of the board of executive officers must be residents of Brazil, but do not need to be Minerva´s shareholders. The Company´s board of executive officers meets whenever called by the chief executive officer or by the majority of its members and whenever deemed necessary.
|Executive officers||Title||Date of election||End of term of office|
|Fernando Galletti de Queiroz||Chief Executive Officer||April 24, 2014||April 24, 2016|
|Wagner José Augusto||Supply Officer||April 24, 2014||April 24, 2016|
|Luis Ricardo Alves Luz||Commercial and Logistics Officer||April 24, 2014||April 24, 2016|
|Edison Ticle de Andrade Melo e Souza Filho||Financial Officer||April 24, 2014||April 24, 2016|
|Frederico Alcântara de Queiroz||Executive Officer||April 24, 2014||April 24, 2016|
|Eduardo Pirani Puzziello||Investor Relations Officer||April 24, 2014||April 24, 2016|
|Gabriel Inchausti Blixen||Executive Officer||May 13, 2014||May 13, 2016|
Fernando Galletti de Queiroz. Mr. Fernando Galletti joined Minerva in 1992 as Chief Commercial Officer and has been the Company’s Chief Executive Officer since May 2007. Before joining Minerva, he served as a trader with Cargill Agrícola S.A., a closed-capital company which produces and sells food, agriculture, financial and industrial products and services internationally, between 1989 and 1992. He was also an intern at Cotia Tradings S.A., between 1987 and 1988, a closed-capital company operating in the international logistics segment. Mr. Galleti holds a bachelor’s degree in Business Administration from Escola de Administração de Empresas de São Paulo of Fundação Getúlio Vargas (FGV).
Wagner José Augusto. Mr. Augusto graduated in Business Administration, and between 1978 and 1991 worked with the Vilela de Queiroz family at Express Barretos Ltda, a cattle transportation company. From 1991 to 1996, he worked with cattle purchasing in the former meatpacker Anglo. He joined Minerva in 2000 and spent eight years in the commercial area, before moving to the cattle purchasing area. In December 2011, he took over as Supply Officer, being responsible for all cattle purchases. Mr. Wagner has more than 25 years of experience and maintains exceptional and extensive relations with cattle breeders and other persons in the meatpacking segment.
Luis Ricardo Alves Luz. Luis began his career in 1999 at Minerva, where he worked in several departments, including the Costs, PCP, International Logistics, Industrial Management and, most recently, Supply Chain Departments. Between August 2007 and December 2008, he worked at Perdigão as the general director of the Beef Division. In January 2009, he returned to Minerva as director of the supply chain and, since October 2009, he has served as director of sales in charge of both domestic sales and exports.
Edison Ticle de Andrade Melo e Souza Filho. Edison began his career in 1999 at Banco Pactual. He also worked at Constellation Asset Management at Black River Gestão de Investimentos (Cargill) and in Banco Safra’s Treasury Department, where he was head trader. Since February 2009, he has held the position of director of corporate treasury at Minerva S.A. In 2010, he also took office as the chief financial officer in charge of cash-flow management, proprietary investments, financial risk and funding. He is also responsible for treasury operations in the fixed-income, derivatives and commodities futures markets.
Frederico Alcântara de Queiroz. Mr. Alcântara de Queiroz holds a degree in business administration and an MBA in Corporate Management and Finance from the Getúlio Vargas Foundation, as well as has extension training in business negotiation and foreign trade. He started his career in the financial market in 1998. In 2000, he acted as executive officer in an agribusiness company, joining Grupo Minerva to work with live cattle exports in 2003. Currently he is the director of Other Business Segments at Minerva S.A.
Eduardo Pirani Puzziello. Mr. Eduardo Puzziello holds a degree in Business Administration from the Pontifical Catholic University (PUC-SP) and MBA in Capital Markets from the University of São Paulo (USP/Fipecafi). Mr. Puzziello started his professional career in 1998 at the insurance brokerage firm AON Risk Services, and also worked for BankBoston, Banco Santander, Corretora Fator, Banco Raymond James and Votorantim Corretora, where he held the position of sell side market analyst of several sectors. Between June 2009 and May 2010 he served as Minerva’s Investor Relations Controller and returned to the company in November 2011. Since August 2012, Mr. Puzziello has been holding the position of Statutory Investor Relations Officer.
Gabriel Inchausti Blixen. O Sr Gabriel Inchausti Blixen is graduated in Economics from the University of the Republic (Uruguay) and has an international specialization program in corporate finance. He has been Minerva‘s Administrative Executive Officer since June 2013 and developed an extensive career in companies in this industry in Uruguay, Paraguay and Brazil. He is a business and financial consultant to several companies in Uruguay and has an intense career related to electronic means of communication in Uruguay, which led him to hold the General Manager position in an important group in that country. He is a professor and lecturer in topics related to Economics and Communications.
According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. 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 main responsibilities of the fiscal council are to audit Minerva’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.
Minerva by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the fiscal council is not installed.
In Annual Shareholders’ Meeting agreed to request the installation of the Company’s Fiscal Council held at the Company’s headquarters. The Meeting also resolved that the Council will remain installed until the following Annual Shareholders’ Meeting of the Company.
|Fiscal Council||Title||Date of election|
|Benedito da Silva Ferreira||Member||April 24, 2014|
|Luiz Manoel Gomes Junior||Member||April 24, 2014|
|Luiz Claudio Fontes||Member||April 24, 2014|
|Marcelo Scaff Padilha||Alternate||April 24, 2014|
|Emerson Cortezia de Souza||Alternate||April 24, 2014|
|Newton Klayton dos Anjos Mencinaukis||Alternate||April 24, 2014|
Benedito da Silva Ferreira. Mr. Benedito is an economist and accountant from the University of São José do Rio Preto. He works as executive officer at Fosfertil S/A and FIESP and is the Vice-President of the Board of FIESP. He has served on the Boards of several organizations including Fosfertil, Fertifós and Ultrafertil (1994-1998 and 2000-2005), as well as in the Fiscal Council of Nestlé (1968-1971). He was also an executive officer of Cargill Fertilizantes S/A (1999-2005) and Solorrico S/A (1972-1999) and CEO of Adner S/A (1968-1972). He served as CEO at SIACESP and as executive officer at SIMPRIFERT.
Luiz Manoel Gomes Junior. Mr. Gomes Junior has a bachelor’s degree in Legal and Social Sciences from Universidade de Ribeirão Preto — UNAERP. He specialized in Corporate Law, and earned a master’s and a doctoral degree in Law from Pontifícia Universidade Católica de São Paulo — PUC/SP. Today he teaches at several universities, including PUC/SP. Previously, Mr. Gomes Junior served as an advisor to the Ministry of Justice and Coordinator of the Ethics and Discipline Commission of the Brazilian Bar Association (OAB). He is a member of the Editorial Board of Revista de Processo and Revista de Direito Privado (Editora dos Tribunais RT) and serves as Assessor of the Undergraduate Law Programs of the Anísio Teixeira Institute for Educational Studies and Research — INEP/MEC. He has worked at OAB since 1998, when he started as Regional Coordinator of the Bar Exam of the Barretos 7th Subsection. Between 2008 and 2010 he served as consultant for the United Nations Development Programme (UNDP).
Luiz Claudio Fontes. Mr. Luiz Claudio Fontes holds a degree in Accounting and Business Administration from Mackenzie University, as well as an MBA in Management and Controllership. He is the Managing Partner of Grupo Fontes Auditoria e Consultoria (associated with RSM International), with 37 years of experience in auditing, 23 of them as a partner. He has audited major business groups such as Petrobrás, Coca-Cola, Chevrolet, Fiat, Ford, Volkswagen, Bradesco, Banco do Brasil and BNDES. He has served as the president of the Brazilian Institute of Independent Auditors (IBRACON), the National Association of Finance and Accounting Executives (ANEFAC) and as a member of the Consultative Committee of the CVM. He was the co-author of the book A Commentary on Corporate Laws with professor and lawyer Modesto Carvalhosa.
Marcelo Scaff Padilha. Mr. Padilha has a degree in Law from Universidade Mackenzie and completed a post-graduate program at the same university. He works with Tax Planning and Litigation, as well as Civil and Commercial Law. He is also a member of the São Paulo Bar Association Arbitration Tribunal.
Emerson Cortezia de Souza. Mr. Emerson Cortezia holds a bachelor’s degree in Law from the University Center of the Barretos Educational Center - UNIFEB (2002) and a specialization degree in Tax Law from the Brazilian Institute of Tax Studies - IBET. He earned a Master’s degree in Group Rights and Social Purpose of Law from the University of Ribeirão Preto - UNAERP (2008). Currently he is the Attorney General of the City of Barretos-SP.
Newton Klayton dos Anjos Mencinaukis. Mr. Newton Mencinaukis holds a degree in Accountin from Paulista University and an MBA in IFRS. He is currently the senior audit manager at RSM Fontes. He has worked at companies such as Terco Grant Thornton as a senior audit supervisor and at Grant Thornton as an audit manager. He has more than nine years of professional experience in the public and private sectors.
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