Board of Directors

Pursuant to the Article 16, paragraph 3 of JBS’s by-laws, the Company’s board of directors consists of six members: one president, three permanent directors without a specific title and two permanent independent directors. During periods of absence or temporary unavailability of the 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 the decision-making body responsible for, among other matters, establishing policies and guidelines for its business. The board of directors also supervises its board of executive officers and monitors their implementation of the policies and guidelines that are established from time to time by the board of directors.  Pursuant to Brazilian Corporation Law, the board of directors is also responsible for hiring its independent auditors.

The members of JBS’s board of directors must be residents in Brazil and are elected at general shareholders’ meetings for terms of two years, and are eligible for reelection. The term of office of the current members of JBS’s board of directors will expire on the date of the general shareholders’ meeting to be held in 2011. The members of JBS’s board of directors are subject to removal at any time, with or without cause, at a general shareholders’ meeting. The Company do not elect alternate members of the board of directors. According to the Brazilian Corporation Law, each of the members of JBS’s board of directors must hold at least one of our shares.

The board of directors meets at least once every fiscal quarter and at any time when an extraordinary meeting is called by the president or by any other member.  Decisions of the board of directors are taken by majority vote.

Except when indicated differently, the commercial address of each member is Av. Marginal Direita do Tiête, # 500, Vila Jaguara, CEP 05118-100, São Paulo, SP. Mr. Marcos Vinicius Pratini de Moraes owns an office at Rua do Pesseio, # 70, 12th floor, room 1203, Centro, CEP 20021-290, Rio de Janeiro, RJ. Mr. José Batista Sobrinho is the father of Mr. Joesley Mendonça Batista, Mr. Wesley Mendonça Batista and Mr. José Batista Jr. Mr. José Batista Sobrinho, Mr. Joesley Mendonça Batista, Mr. Wesley Mendonça Batista and Sr. José Batista Jr are controlling shareholders of the Company.

⁽¹⁾ Independent member.

Board of Executive Officers

JBS’ board of executive officers is its managing executive body.  The members of the board of executive officers are its 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 Company’s board of executive officers are elected by the board of directors, for three-year terms, and are eligible for reelection.  The board of directors may remove any executive officer from office at any time with or without cause. In accordance to Brazilian Corporation Law, executive officers must be residents in Brazil but need not be shareholders.  JBS’ board of executive officers meets whenever it’s called by the president of the board of executive officers or by the majority of its members whenever deemed necessary.

The Company’s Investor Relations Office is located at the Company’s headquarters, at Av. Marginal Direita do Tietê, 500, São Paulo, SP, under the responsibility of Mr. Jeremiah O’Callaghan. JBS’s shareholders department can be reached at (+55 11) 3144-4055, and/or through the electronic address is ir@jbs.com.br. JBS’s Internet website is www.jbs.com.br.

Audit Committee

Under the Brazilian corporation law, the audit committee is a management body independent from the Company and external auditors and may or may not be permanent. If the audit committee is not permanent, it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The primary responsibilities of the audit committee are to monitor management activities, review the company’s financial statements and to report its findings to the company’s shareholders. In addition, Brazilian Corporation Law requires audit committee members to receive as compensation at least 10% of the average annual amount paid to the company’s executive officers, excluding benefits and other allowances or profit sharing.

The audit committee is a permanent body, and, whenever installed, must be comprised of three members, with an equal number of alternates. Under Brazilian Corporation Law, an audit committee may be established at a shareholders’ meeting upon the request of the shareholders. JBS currently maintain an audit committee.

The Audit Committee will function on a permanent basis, with the powers and duties granted to it by law.

The Audit Committee shall consist of at least three (3) and at most five (5) sitting members and alternates in the same number, shareholders or not, liable to be elected or dismissed at any time of the General Meeting.

• The members of the Audit Committee shall have a unified term of office of one year, with reelection being permitted.

• In their first meeting, the members of the Audit Committee shall elect their president.

• The investiture in the positions shall be made by means of an instrument drawn up in a proper book, executed by the member of the Audit Committee who takes office by means of the prior execution of the Instrument of Consent of Members of the Audit Committee pursuant to the provisions of the Listing Regulations of Novo Mercado.

• In case of absence or impairment, the members of the Audit Committee shall be replaced by the corresponding alternate with due regard for the age, starting with the eldest.

• In case the vacancy of any position as member of the Audit Committee, the corresponding alternates will occupy the position and, in case of nonexistence of any alternates, the General Meeting shall be convened to elect the member for the vacant position.

The Audit Committee shall meet whenever necessary, being entitled to all duties attributed to it by law.

• Regardless of any formalities, a meeting to which all members of the Audit Committee are present will be considered regularly convened.

• The Audit Committee manifests itself by means of the majority of votes, when the majority of its members are present.

• All resolutions of the Audit Committee shall be reflected in minutes drawn up in the corresponding Book of Minutes and Opinions of Audit Committee and executed by the members present.

The remuneration of the members of the Audit Committee shall be fixed by the General Meeting that elects them, with due regard for the provisions of paragraph 3 of article 162 of the Corporation Law.

Last Update: September 02, 2009