We are committed to acting in a socially and environmentally responsible manner, guided by its mission and ethical values. This commitment applies not only to its own and outsourced employees, but also to all partners in its value chain, such as suppliers, customers and service providers. This commitment is formalized in the Code of Ethics – Code of Conduct, approved by the Board of Directors, the highest governance body.
Our internal processes for integrity are carried out by an area exclusively dedicated to this matter and accountable to the Board of Directors, acting as a facilitator and guarantor of the correct application of the Code of Ethics – Guide of Conduct and other internal policies.
Through our Integrity Program and with the support of the Ethics and Integrity Committee, all our employees receive training on our guidelines concerning ethics and integrity upon joining the Company and, on an annual basis, we also provide training on our anti-corruption, conflict of interest and money laundering prevention policies to the heads of all operations and administrative sector employees.
Ours business partners are formally informed about ethics and integrity through the Code of Conduct for Company Business Partner, to which they adhere by signing an acknowledgement clause, and through the respective supply and service contracts.
Adherence to national and international standards of corporate governance is a key premise in our relationship with our shareholders, investors and other stakeholders. As a company listed on the Novo Mercado of the Brazilian stock exchange (B3), the most demanding segment in terms of governance practices, we follow the rules of the Securities and Exchange Commission of Brazil (CVM) and act in line with Law 6404/76, in addition to adopting the recommendations of the Code of Best Corporate Governance Practices of the Brazilian Institute of Corporate Governance (IBGC).
Within the best practices of governance that we have developed are:
Presence of independent members in the Board of Directors – at least 20%, according to the rules of the Novo Mercado
Nomination Policies of members of the Board of Directors, Committees, and the Board of Executive Officers
Function division between the positions of CEO and Chairman of the Board of Directors
Performance Evaluation Policy directed at the Board of Directors and Statutory Management
System of competencies provided for in the attributions of the Board of Directors and Executive Officers, registered in the internal regulations of the governance bodies
The highest governance body, the Board of Directors, has the primary roles of determining business policies and guidelines, supervising the activities of the Executive Board, monitoring the implementation of the business plan, hiring independent auditors, and electing and dismissing members of the Executive Board. It is composed of ten members, two of whom are independent. They meet quarterly for deliberations. Members of our Board have experience, expertise and knowledge of the business segments in which Minerva operates and of the food industry.
Among the responsibilities of the Oversight Board are to oversee the activities of senior management and independently verify the Company’s fiscal statements, analyzing our balance sheets and financial statements on a quarterly basis. Currently, the Oversight Board is composed of six members, three of whom are independent, together, holding regular meetings on a quarterly basis.
The members of the Executive Board are responsible for executing, legally representing, and internally coordinating the tactical execution of the corporate strategy. They have a proven track record in the agribusiness sector.
Performance evaluations of the governance bodies are carried out annually by the Human Resources department or an independent consultancy. They are conducted by means of interviews with the administrative body and with the members individually, as set forth in a specific policy.
Performance Evaluation Policy
Supports the Board of Directors in the analysis of risks to which Minerva Foods is exposed and that may affect its continuity and its results and operations.
Its function is to advise the Board of Directors in the analysis of proposed business opportunities, strategy modifications, and capital allocation decisions.
Supports the decisions and analyses of the Board regarding recruitment, compensation and development practices, among other human resources agendas, Personnel and Organizational.
Directly linked to the Board of Directors, its purpose is to advise it in the monitoring, evaluations and recommendations related to the financial statements, exposure to risks and supervision of the Company’s external and internal audits.
The regulations of the Board of Directors and Oversight Board, the Executive Board, and the advisory committees are available on the Investor Relations website, as well as further information and details about our directors and members of the governance bodies.
Risk management is a vital mechanism for guaranteeing operational efficiency, the health and safety of employees, social and environmental compliance, quality and health safety standards, and the resilience and perpetuity of the business itself.
The Board of Directors plays a direct role in risk management, along with the Financial and Risk Committee as a non-statutory advisory body, capable of assessing scenarios, examining the factors to which the company is exposed and issuing opinions on critical issues concerning reputation, integrity and business continuity.
Risk Management Policy
Below are some of the main risks we monitor and our actions taken for mitigation:
These are the risks concerning the level of indebtedness, liquidity and access to credit and financing, impacting the solidity of the capital structure. These risks are managed through control of indebtedness; gains in revenue with efficiency in capital allocation; adoption of issuing securities and financial operations that guarantee the availability of funds; default possibility analysis; and definition, by the Board of Directors, of the level of protection (hedge) for long-term debt.
These encompass controls related to safety, efficiency and resilience of the industrial units, balancing production, supply and demand. These controls are managed through the Beef Desk, in which a multidisciplinary group meets to assess market forces, the effects on input and product price curves and changes in commodities, under the coordination of the Market Intelligence team. In addition, within the scope of risk management, there are weekly meetings, called Choice, where decisions for allocation and breakdown of raw material are taken..
These are linked to market concentration, changes in the profile of global customers, and the need for significant changes in the company’s portfolio and production processes. Through geographic diversity and attention to meeting the needs of the markets, we strive to reduce exposure and ensure predictability in cash generation, as well as explore new growth opportunities by means of the actions of the area of Innovation.
Risks associated with non-compliance regarding social and environmental standards and laws, which may result in fines, sanctions and penalties, as well as factors associated with non-compliance of labor legislation in our own operations and in the value chain, which could impact our business and our image and reputation. In order to mitigate these impacts, we have invested in improvements to our environmental, land and labor controls of our suppliers; in the development of our own technologies to monitor the efficiency and environmental compliance of our industrial units; in health, safety and well-being controls of our employees; and in the development of support programs for the communities in which we operate.
These are risks associated with adverse and/or extreme weather events and conditions that may affect commodity cycles, production costs, the integrity of rural and industrial assets and our production chain, as well as the availability of cattle and animal protein. Water scarcity, changes in rainfall patterns, temperature variations, floods, deforestation, fires and greenhouse gas emissions are among the factors that may produce financial implications for Minerva Foods.
In addressing these risks, we monitor greenhouse gas emissions in our operations through an annual inventory that follows the GHG Protocol methodology. Based on the emissions profile, mitigation actions are defined and systems and processes are improved. For monitoring of our supply chain, we rely on a geospatial system to detect deforestation, invasion of indigenous lands and environmental protection areas. We have also implemented, being pioneers in the sector, a monitoring tool directed at indirect suppliers and have developed an application to provide this same technology to our direct suppliers. Furthermore, we have created the Renove program, in a joint collaboration with our supply chain, for the measurement of the carbon balance on ranch properties.
Learn more about our activities to combat climate change.
Dedication to the Planet
