JBS S.A.
Corporate Taxpayer's ID (CNPJ/ME): 02.916.265/0001-60
Company Registry (NIRE): 35.300.330.587
Authorized Publicly Held Company
EXCERPT OF THE MINUTES OF THE BOARD OF DIRECTORS' MEETING
HELD ON MAY 12, 2021, AT 11:00 A.M.
Date, Time and Venue: The meeting of the Board of Directors of JBS S.A. ("Company") was held on May 12, 2021, at 11 a.m., at Avenida Marginal Direita do Tietê, 500, Bloco I, 3º Andar, Vila Jaguara, CEP 05118-100, in the city and state of São Paulo, via video conferencing.
Call notice: The call notice was sent via email to the members of the Board of Directors, pursuant to article 18 of the Company's Bylaws.
Attendance: The necessary quorum for the Board of Directors' Meeting was verified, given the presence of all the members of the Board of Directors, pursuant to articles 15 and 18 of its Bylaws, namely: Jeremiah O'Callaghan (Chair), José Batista Sobrinho (Vice-Chair),Wesley Mendonça Batista Filho, Aguinaldo Gomes Ramos Filho, Gilberto Meirelles Xandó Baptista, Alba Pettengill, Márcio Guedes Pereira Júnior, Gelson Luiz Merisio and Leila Abraham Loria.
The meeting was also attended by Messrs. Gilberto Tomazoni, CEO; Guilherme Perboyre Cavalcanti, Chief Financial and Investor Relations Officer; and José Marcelo Martins Proença, Compliance Officer.
Mr. Daniel Pitta, the Company's Chief Legal Officer, also attended the meeting.
Presiding: Jeremiah O'Callaghan, Chair; and Milena Hitomi Yanagisawa, Secretary.
Agenda: (i) to discuss and resolve on the election of the Chair and Vice-Chair of the Company's Board of Directors; (ii) to present an overview of the market and the operations of the Company and its subsidiaries in the period ended March 31, 2021, and to discuss with the Company's Management (Grant Thornton Auditores Independentes will be available to discuss the development of the audit works at the Company for the period); (iii) the issue of the Coordinator of the Statutory Audit Committee's opinion ("CAE") on the Company's Interim Financial Statements for the period ended March 31, 2021 ("Interim Financial Statements"); (iv) to discuss
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and the issue of the Board of Directors' opinion on the Company's Interim Condensed Financial Statements for the period ended March 31, 2021; (v) to discuss and resolve on the Company's liability management transactions; (vi) to update the works carried out by the Company's Compliance department; (vii) to resolve on the termination of the Stock Option Plan; and (viii) to discuss and resolve on the composition of the Company's Financial and Risk Management Committee and the Social and Environmental Responsibility Committee.
Discussions and Resolutions:
- initially, the members of the Board of Directors unanimously resolved: (a) with abstention of Mr. Jeremiah Alphonsus O'Callaghan, to elect as Chair of the Board of Directors Mr. Jeremiah Alphonsus O'Callaghan, Irish, married, engineer, holder of foreigner identification document (RNE) W675005W, holder of individual taxpayer's ID (CPF/ME) no. 012.266.188-55 and (b) with abstention of Mr. José Batista Sobrinho, to elect as Vice-Chairof the Board of Directors Mr. José Batista Sobrinho, Brazilian, married, businessman, holder of identification document (RG) no. 172.026 SSP/DF and individual taxpayer's ID (CPF/ME) no. 052.970.871-04, both of them resident and domiciled in the city and state of São Paulo, with business office at Av. Marginal Direita do Tietê, 500, Bloco I, 3º Andar, Vila Jaguara, CEP 05118-100, in the city and state of São Paulo, for an unified term of office of two (2) years, ending on the general meeting that resolves on the financial statements for the fiscal year ended December 31, 2022;
- subsequently, Messrs. Gilberto Tomazoni, Guilherme Perboyre Cavalcanti and Wesley Mendonça Batista Filho presented an overview of the operations of the Company and its subsidiaries for the quarter ended March 31, 2021, highlighting the Company's financial and operational solidity;
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Mr. Gilberto Meirelles Xandó Baptista, Coordinator of the Statutory Audit Committee ("CAE"), informed that the members of CAE (a) analyzed the Interim Financial Statements; (b) monitored the works carried out by Grant Thornton by means of inquiries and discussions; and
(c) formalized questions on the acts and significant transactions carried out by the Company's
Management included in the Interim Financial Statements. Based on the review and on the information and clarifications received, and taking into consideration the Management Report and the Auditor's Report, the members of CAE declared that they have analyzed the Company's Interim Financial Statements for the period ended March 31, 2021, with emphasis on the application of the adopted accounting practices and compliance with the standards, considering that they are appropriate and reflect with quality all the Company's information therein, recommending that they be submitted for analysis of the Company's Board of Directors;
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- after the above facts, the members of the Board of Directors unanimously approved the
Company's Interim Financial Statements for the period ended March 31, 2021 and authorized the Company's Management to disclose them; - subsequently, Mr. Guilherme Perboyre Cavalcanti presented the Company's liability management transactions, clarifying all the questions received from the members of the Board of Directors;
- then, Mr. Daniel Pitta presented the termination of the Stock Option Plan, clarifiyng all the questions received from the members of the Board of Directors.
After analyzing and discussing the matter, the members of the Board of Directors unanimously approved the termination of the Stock Option Plan;
- subsequently, the Chair of the Board of Directors presented to the members of the Board of Directors the proposal for change in the composition of the Financial and Risk Management Committee, the Social and Environmental Sustainability Committee and the Related Parties Committee. The Chair of the Board of Directors and the Coordinator of the Governance, Compensation and Nomination Committee, Mr. Jeremiah O'Callaghan emphasized that such changes were object of discussions and recommendation by the members of the Governance, Compensation and Nomination Committee at a meeting held on May 10, 2021, who suggested that the matter be resolved by the members of the Board of Directors.
After analyzing and discussing the matter, the members of the Board of Directors unanimously approved the change in the composition of the Financial and Risk Management Committee, the Social and Environmental Sustainability Committee and the Related Parties Committee, who are now composed as follows, and the structures of the Statutory Audit Committee and the Governance, Compensation and Nomination Committee are maintained, as follows:
STATUTORY AUDIT COMMITTEE:
NAME | POSITION IN THE COMMITTEE |
GILBERTO MEIRELLES XANDÓ BAPTISTA | COORDINATOR OF THE STATUTORY |
AUDIT COMMITTEE AND | |
INDEPENDENT MEMBER OF THE | |
BOARD OF DIRECTORS |
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PAULO SÉRGIO CRUZ DORTAS MATOS | INDEPENDENT MEMBER OF THE |
STATUTORY AUDIT COMMITTEE | |
ORLANDO OCTÁVIO DE FREITAS | INDEPENDENT MEMBER OF THE |
STATUTORY AUDIT COMMITTEE | |
GELSON LUIZ MERISIO | INDEPENDENT MEMBER OF THE |
BOARD OF DIRECTORS AND THE | |
STATUTORY AUDIT COMMITTEE | |
MILENA HITOMI YANAGISAWA | SECRETARY |
RELATED PARTIES COMMITTEE: | |
NAME | POSITION IN THE COMMITTEE |
GILBERTO MEIRELLES XANDÓ BAPTISTA | COORDINATOR |
PAULO SÉRGIO DORTAS | MEMBER |
ORLANDO FREITAS | MEMBER |
GELSON LUIZ MERISIO | MEMBER |
MILENA HITOMI YANAGISAWA | SECRETARY |
SOCIAL AND ENVIRONMENTAL RESPONSIBILITY COMMITTEE: | |
NAME | POSITION IN THE COMMITTEE |
JEREMIAH ALPHONSUS O'CALLAGHAN | COORDINATOR |
WESLEY MENDONÇA BATISTA FILHO | MEMBER |
RENATO MENEZES COSTA | MEMBER |
GUILHERME MOTTA | MEMBER |
ALBA PETTENGILL | MEMBER |
MÁRCIO NAPPO | SECRETARY |
GOVERNANCE, COMPENSATION AND NOMINATION COMMITTEE:
NAME | POSITION IN THE COMMITTEE |
JEREMIAH ALPHONSUS O'CALLAGHAN | COORDINATOR |
GILBERTO MEIRELLES XANDÓ BAPTISTA | MEMBER |
MARCIO GUEDES PEREIRA JUNIOR | MEMBER |
EDUARDO NORONHA | SECRETARY |
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FINANCIAL AND RISK MANAGEMENT COMMITTEE:
NAME | POSITION IN THE COMMITTEE |
WESLEY MENDONÇA BATISTA FILHO | COORDINATOR |
GUILHERME PERBOYRE CAVALCANTI | MEMBER |
MARCIO GUEDES PEREIRA JUNIOR | MEMBER |
GILBERTO MEIRELLES XANDÓ BAPTISTA | MEMBER |
RAFAEL HARADA | SECRETARY |
Mr. Jeremiah O'Callaghan also informed that on the same meeting held on May 10, 2021, the members of the Governance, Compensation and Nomination Committee discussed the monthly individual compensation of the members of the Board of Directors, the Governance, Compensation and Nomination Committee, the Social and Environmental Responsibility Committee, the Financial and Risk Management Committee and the Related Parties Committee ("Advisory Committees") and CAE and, according to a market compensation survey, they recommend the change in the monthly individual compensation of the members of the Board of Directors, the Advisory Committees and CAE, which was unanimously approved by the members of the Board of Directors.
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finally, Mr. José Marcelo Martins Proença presented to the members of the Board of
Directors an update on the works carried out by the Company's Compliance department in 2020, highlighting: (a) the claims received and investigated by the Company's Ethical Line, (b) the implementation of the flow of claims submitted to the Statutory Audit Committee, (c) the trainings on Conflict of Interest, Anticorruption, Antitrust and Code of Ethics and Conduct in Brazil, the United States of America, Australia and Canada in 2020; (d) the trainings to be held in 2021, and
(d) the processes analyzed in view of due diligence.
Minutes in Summary Form: The Board of Directors approved the drawing up of these minutes in summary form and their publication by omitting the signatures, pursuant to paragraphs 1 and 2 of article 130 of Brazilian Corporate Law.
Closure: There being no further business to discuss, the Chair offered the floor to anyone who intended to speak and, as no one did, the meeting was adjourned for the time necessary to draw up these minutes, which were then read, approved and signed by all attendees.
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JBS SA published this content on 25 May 2021 and is solely responsible for the information contained therein. Distributed by Public, unedited and unaltered, on 25 May 2021 14:24:03 UTC.