Overview

Overview

Marfrig´s Corporate Governance Practices

The guiding principles of the corporate governance of Marfrig Global Foods are based on best practices in the industry. The group is firmly committed to transparency, providing an accurate account of its activities and the equitable treatment of shareholders, partners and employees.

As a listed corporation, the Group complies with the rules of the Securities and Exchange Commission of Brazil (CVM) and the Novo Mercado Listing Regulations of the BM&FB ovespa – Securities, Commodities and Futures Exchange, and also observes the recommendations issued by the Brazilian Code of Corporate Governance Best Practices published by the Brazilian Corporate Governance Institute (IBGC).

In 2013, Marfrig Global Foods placed first in the Corporate Governance Index (IGC), an unprecedented ranking published by the magazine América Economia and produced by Delta Economics & Finance The main factor highlighted by the magazine was the fact that Marfrig has independent advisory boards formed by external consultants. The various different governance levels work to ensure the fulfillment of the Group’s commitment to ethics and to ensure that the organization remains effectively aligned with its values, mission and vision.

Rights of Marfrig´s Common Shares

Marfrig’s shares guarantee to its holders the following rights:

  • right to vote at General Shareholders Meetings of the Company, with each share will correspond to one vote;
  • right to the mandatory minimum dividend, each fiscal year, equivalent to 25% of adjusted net income in accordance with article 202 of the Brazilian corporations law;
  • in the event of the disposal, directly or indirectly, on valuable consideration of control of the Company, both through a single operation, as through successive operations, right of disposal of its shares under the same conditions provided to alienating Controlling Shareholders (tag along with 100% of the price);
  • right of disposal of its shares in the public offer to be carried out by the controlling shareholder or by  Marfrig, in case of cancellation of the registration of public company and only by the controlling shareholder in case of cancellation of listing in the Novo Mercado, at least by its economic value determined through preparation of appraisal report by a specialized company;
  • all other rights conferred to the shares laid down in Regulation of the Novo Mercado of B3, in Marfrig’s by-laws and in Brazilian Corporations law.
Dispute Resolution

The Company, its shareholders, managers and effective and substitute members of the fiscal council, if any, undertake to resolve, through arbitration, before the Market Arbitration Chamber (Câmara de Arbitragem do Mercado), in the form of its regulation, any controversy that may arise between them, related to or arising from their condition as issuer, shareholders, managers and members of the fiscal council, and in particular, arising out of the provisions of Law No. 6.385, of December 7, 1976, as amended, in the Brazilian Corporation Law, in the rules issued by the National Monetary Council, by the Central Bank of Brazil and by CVM, in these Bylaws, as well as in the other rules applicable to the functioning of the securities market in general, besides those in the Novo Mercado Regulation, the other regulations of the B3 and the Participation Agreement in the Novo Mercado (Contrato de Participação no Novo Mercado).

Quiet Period

To maintain the standard of excellence in Corporate Governance practices and Novo Mercado, we have adopted the Quiet Period before the Release of Financial Statements. The Quiet Period is not to make public, during the period of 15 days prior to the releaseof results, restricted information on the results of the Company to people outside the scope of professionals involved in the preparation of disclosure documents. For not injure the follow up of Marfrig’s activities by the market, all other routine information continue to be transmitted normally over the whole Quiet Period.