Statute, Policies and Rules
CHAPTER I – CORPORATE NAME; REGISTERED OFFICE; PURPOSE; TERM
Article 1 –
Marfrig Global Foods S.A. (“Company”) is a corporation with authorized capital, governed by these articles of association (“Articles of Association”) and by the applicable legal and regulatory provisions.
Article 2. The Company has its head office and registered office in the city and state of São Paulo, at Avenida Queiroz Filho, nº 1.560, Bloco 5 (Torre Sabiá), 3º Andar, Sala 301, Vila Hamburguesa, Postal Code 05319-000, and may set up and close branches, agencies, warehouses, offices, branches, representations and any other establishments in the country or abroad, by resolution of the Executive Board.
Article 3 The Company’s corporate purpose is: (i) operation of meatpacking activities, with slaughter of cattle, horses, pigs, goats, sheep, poultry, buffalo and the industrialization and sale of products and by-products of animal origin, edible or not, including, but not limited to, the industrialization and sale of leather products and by-products, in its own establishment or that of third parties; (ii) purchase, sale, distribution, representation, import and export of food products in general, including alcoholic or non-alcoholic beverages and others; (iii) purchase and sale of standing cattle, horses, pigs, goats, sheep, poultry and buffaloes; (iv) supply of effective labor to other companies; (v) exploitation of agricultural and forestry activities; (vi) participation as a partner or shareholder in any commercial or civil company; (vii) distribution and sale of food products in general; (viii) production, distribution and sale of soaps, washing preparations, disinfectants, softeners and other hygiene and cleaning products; (ix) cogeneration, production and sale of energy and biodiesel; (x) participation in the financial market, as well as in the carbon credit market; (xi) marketing and production of products derived from legumes and vegetables, as well as all their derivatives and substitutes; feed, preserves, canned goods and fats; and (xii) transportation of its products and those of third parties; representations and other related ventures that are necessary for the company’s objectives; (xiii) breeding, rearing and fattening cattle, horses, goats, sheep, poultry and buffaloes, in its own establishment and those of third parties; (xiv) the import and export of products related to the object of the farming activity, as well as embryos and others; (xv) the provision of effective labor to other companies; (xvi) the provision of services to third parties for the breeding, treatment, handling, fattening and transportation of cattle, horses, pigs, goats, sheep, poultry and standing buffalo; (xvii) technical testing and analysis; (xviii) manufacture of animal-derived pharmochemical products; (xix) manufacture of organic chemical products not previously specified; and (xx) ecological restoration services.
Paragraph 1 – The Company may explore other lines of business that have an affinity with the object expressed in this Article 3.
Paragraph 2 – With the admission of the Company to the special listing segment called Novo Mercado, of B3 S.A. – Brasil, Bolsa, Balcão (“B3” and “New Market”, respectively), the Company, its shareholders, including controlling shareholders, members of the Board of Directors, the Executive Board and the Fiscal Council, if and when installed, are subject to the provisions of the New Market Regulations (“New Market Regulations”).
Paragraph 3 – The provisions of the New Market Regulations shall prevail over the provisions of the Articles of Association in the event of prejudice to the rights of the recipients of the public offerings provided for in these Articles of Association.
Paragraph 4 – The Company and its shareholders, including controlling shareholders, members of the Board of Directors, the Executive Board and the Fiscal Council must comply with the deadlines, obligations and procedures set out in the B3 Regulations for the Listing of Issuers and Admission to Trading of Securities, the B3 Issuer Manual and the New Market Regulations.
Article 4 – The Company shall have an indefinite term of duration.
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The purpose of this Financial Policy (“Policy”) is to establish the rules and
guidelines of procedures to be observed by Marfrig Global Foods S.A. and its Controlled
Companies in Brazil and Abroad (“Marfrig” or “Company”), and all their respective
employees and managers.
The purpose of this policy is to establish guidelines and rules that will define:
• The financial limits acceptable to the Company;
• The main treasury products approved;
• The methodology for monitoring and limits on debt leverage.
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This objective of this Securities Trading Policy is to establish the rules and procedures to be adopted by the company and persons related to it for transactions involving securities issued by the company, assuring for all stakeholders that any individual with access to material information* acts ethically.
*Material information is a legal term that refers to information that could have a significant influence on the price of securities issued by the company and affect investors’ decisions to sell, buy or hold said securities. (www.cvm.gov.br).
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The Policy for the Disclosure of Material Acts or Facts of the Corporation (“Disclosure Policy”) sets forth the practices for the disclosure and use of information to be observed by controlling shareholders, management and members of the Fiscal Council, if installed, as well as by those, by virtue of their position or function in the Corporation, may have knowledge of the information related to the Material Act or Fact of the Corporation, in accordance with CVM Instructions 358 and 369. The Disclosure Policy is based on the following principles and objectives.
• provide complete information to shareholders and investors;
• ensure full and immediate disclosure of Material Act or Fact;
• enable equal access to public information about the Corporation to all shareholders and investors;
• safeguard the confidentiality of the Material Act or Fact not disclosed;
• contribute to the stability and development of Brazilian capital markets;
• consolidate the practices of good corporate governance in the Corporation.
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This Policy on the Allocation of Results and Distribution of Dividends (“Policy”) establishes the guidelines, criteria and procedures for allocating the results of Marfrig Global Foods S.A. (“Company”).
The Policy is based on: (i) Federal Law 6,404, of December 15, 1976, as amended (“Brazilian Corporations Law”); (ii) corporate governance good practices established by the Brazilian Code of Corporate Governance – Publicly-Held Companies; and (iii) the general norms issued by the Securities and Exchange Commission of Brazil (“CVM”).
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This Work Instruction establishes the operating and control procedures applicable to the process of Defining the Management Compensation of Marfrig Global Foods S.A.
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This Risk Management Policy (“Policy”) establishes the rules and the guidelines for the procedures to be followed by Marfrig Global Foods S.A. and its Subsidiaries in Brazil and abroad (“Marfrig” or “Company”), and their respective employees and managers.
This Policy defines (i) the risk limits acceptable to the Company; (ii) the parameters for negotiating the products to hedge Marfrig’s exposures; (iii) the responsibilities and approval hierarchy for contracting hedge instruments; (iv) the methodology for monitoring, communicating and informing the agents involved in market risk management.
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This Policy on Related Parties Transactions and Conflicts of Interests Situations establishes the rules and procedures to be followed by Marfrig Global Foods S.A., its subsidiaries, all its employees, managers and shareholders in transactions involving related parties and conflicts of interest.
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The purpose of the Plan is to allow administrators, employees and service providers of the Company or other companies controlled by it, subject to certain conditions, to acquire shares from the Company, aiming at: (a) stimulating the expansion, success and satisfaction of its corporate purposes; (b) aligning the interests of shareholders with the interests of administrators, employees and service providers of the Company or other companies under its control; and (c) making it possible for the Company or other companies under its control to attract and maintain administrators, employees and service providers tied up to it.
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The pupose of this policy is to establish guidelines for contracting Extra-Audit Services in order to ensure the independence of the Independet Audit contracted by the Company.
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This Policy for the indication of Counselors, Committee Members and Executive Board (“Policy”) aims to establish the guidelines, criteria and minimum requirements to be observed in determining the composition of members for (I) Board of Directors; (ii) of the Board Advisory Committees and (iii) of the Statutory Board .
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ESG Policies
At Marfrig, sustainability is one of the business’ five strategic pillars, alongside financial strength, corporate governance, operational excellence and products/customers. Such protagonism reflects the importance that issues such as respect for the environment, animal welfare, natural resources conservation and human rights, among others, have in conducting its business. By inserting these issues in its management, Marfrig also strengthens and enhances the creation of natural capital value, an intangible asset strategic for the Company.
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The present policy aims to establish guidelines for animal welfare, one pillar of the Company’s sustainability platform.
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Act with social responsibility is Marfrig Global Foods’ commitment. Aware of the positive impact it may achieve through its operations – as the global leader in hamburger production and the world’s second largest animal protein company – the Company is publicly committed to several issues related to the subject, establishing clear purposes and goals to contribute to the communities surrounding the operations and to community as a whole.
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This policy guides and establish guidelines to be observed in the development of strategies and actions designed to promote the engagement of the publics with which Marfrig Global Food has a relationship with the activities and actions undertaken by the Company. It also determines criteria to adopt practices that encourage the dialogue with the stakeholders, in a way to bring new perspectives to the business management.
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The purpose of this policy is establish rules for all Marfrig units to ensure that its supply chains are free from any activities involving deforestation.
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Regiments
The purpose of this Charter (“Charter”) is to regulate the activities of the Statutory Board of Executive Officers (“Board of Executive Officers”) of Marfrig Global Foods S.A. (“Marfrig” or “Company”), define its role, determine the responsibilities of its advisory committees and regulate the relationship between the Board of Executive Officers and the other bodies of the Company, subject to the provisions of the Bylaws, the Shareholders Agreement and governing law.
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This Charter (“Charter”) regulates the activities of the Audit Board (“Board”) of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”), defines its role and determines its responsibilities towards the Corporation, subject to the Bylaws, the Shareholders Agreement, the laws in force and corporate governance good practices.
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The Financial and Risk Management Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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The Financial Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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The purpose of this Charter (“Charter”) is to regulate the activities of Board of Directors (“Board”) of Marfrig Global Foods S.A. (“Marfrig” or “Company”), define its role, determine the responsibilities of its Advisory Committees and regulate the relationship between the Board and the other bodies of the Company, subject to the provisions of the Bylaws, the Shareholders Agreement and governing law.
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The Audit Committee (“Committee”) is a statutory advisory body directly connected to the Board of Directors, governed by applicable laws and regulations, as well as the Bylaws of Marfrig Global Foods S.A. (“Marfrig” or “Corporation”) and this Charter (“Charter”).
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Advise and recommend to the Board of Directors on: monitoring trends related to sustainability, analyzing the company’s externalities and socioenvironmental
impacts, analyzing and proposing policies, strategies, routines and actions, supporting the formulation and monitoring of goals, indicators and related metrics to ESG.
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Compliance
Governance Report
Stockholders’ agreements should not bind the exercising of the right to vote of any member of management or supervisory and control bodies.
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Integration Program
The Integration Program establishes the procedures to be followed for integrating new members to the Board of Marfrig Global Foods S.A.
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