Marfrig

Board of Directors

Marfrig’s board of directors is a collective decision-making body responsible for the formulation and monitoring for implementation of overall business policies, including its long-term strategy. It is also responsible, among its other functions, for the appointment and supervision of the Company’s officers. Under Brazilian Corporate Law, the board of directors is also responsible for the hiring of the independent auditors.

All board of director decisions are made by majority vote of those members present at the relevant meeting.

According to Marfrig’s by-laws, its board of directors must be composed of a minimum of five and a maximum of nine members. Each member must be a shareholder in the Company, although no minimum shareholding is stipulated. The directors are elected by a general shareholders’ meeting, with a unified, two-year term of office. The term of office is the period between two general shareholders’ meetings. The members of Marfrig’s board of directors can be re-elected and removed at any time by its shareholders in a shareholders’ meeting.

Under the Novo Mercado regulation, a minimum of 20% of the members of the Company’s board of directors should be independent. Marfrig’s board members are required to sign, prior to taking office, the administrators’ instrument of consent, as established in the Novo Mercado regulations.

Marcos Antonio Molina dos Santos. Mr. Molina dos Santos is the chairman of Marfrig’s board of directors and chief operation officer. He has worked in the beef sector since the age of 16, when he opened his first business. Mr. Molina dos Santos has been the Company’s chief executive officer since the incorporation of the Company.

Alain Emilie Henry Martinet. Mr. Alain Martinet, 66, French-Argentine, has been a member on the Company’s Board of Directors since December 7, 2009. He has more than 30 years of experience in the beef industry, having led the international beef operations of Louis Dreyfus Corporation USA (1978 – 1984). He worked for Frigorífico Rio – Platense as general manager (1985 – 1991) and chief commercial officer (1991 – 1992). He was an executive officer at SWIFT Argentina for five years since 2001. He joined the Company in October 2006, having been the officer responsible for the Argentine operations, the trading companies and Marfrig Group’s U.S. operations.

Antonio Maciel Neto. Mr. Maciel is an independent director. He was president of Ford do Brasil and South America, and also corporate vice chairman of Ford from 1999 to 2006. He was the chairman of the Grupo Itamarati, from 1997 to 1999 and of CECRISA - Revestimentos Cerâmicos, from 1993 to 1997. Between 1990 and 1993, he held various positions in the federal government of Brazil, such as: adjunct executive officer of the Industry and Commerce Department and National Adjunct Secretary of Economics in the Ministry of the Economy; vice-minister in the Ministry of Industry, Commerce and Tourism. He was the technical coordinator of the Brazilian Quality and Productivity Program (Programa Brasileiro de Qualidade e Produtividade), or PBQP. He began his professional career at Petrobrás in 1980, where he worked for 10 years. Since 2006, he has been the chairman of Suzano Papel e Celulose. He is currently a member of the global board of directors of Archer Daniels Midland Company. Mr. Maciel holds a degree in mechanical engineering from Universidade Federal do Rio de Janeiro - UFRJ.

Carlos Geraldo Langoni. Mr. Langoni is an independent director. He is currently a member of the board of directors of Souza Cruz, member of the consulting council of Guardian Industries, president of Projeta Consultoria Econômica Ltda. and senior consultant of Companhia Vale do Rio Doce. He has also been the chairman of the Central Bank of Brazil from 1980 to 1983. Mr. Langoni has a Ph.D. in Economics from the University of Chicago.

David G. McDonald. Mr. McDonald is a member of Marfrig’s board of directors. He is also member of OSI Group’s board of directors. He joined the Marfrig’s board of directors in 2008 after the company had acquired the OSI Group operations in Europe and in Brazil. Mr. McDonald holds a degree in Animal Science from Iowa State University, in 1987, when he joined OSI Industries, a multi-national food processing company with 70 facilities in 38 countries (www.osigroup.com), as Project Manager and currently holding the position of President and Chief Operating Officer.

Marcelo Maia de Azevedo Correa. Mr. Correa is an independent director. He is currently the chief executive officer of Grupo Neoenergia S.A., a member of the board of directors of the National Operator of Electric System (Operador Nacional do Sistema Elétrico), or ONS, Coelba, Cosern, Celpe, Itapebi, Termopernambuco, PCH I, Afluente, Goiás Sul and Baguari I. He was also the chairman of VCB Energia S.A. from 1997 to 2004 and of the board of directors of CPFL - Piratininga from 2001 to 2002 and a member of the fiscal council of RGE - Rio Grande Energia from 1997 to 1999 and CPFL - Paulista. Mr. Correa holds a degree in civil engineering from PUC/RJ and has a MBA in Finance from IBMEC.

Márcia Aparecida Pascoal Marçal dos Santos. Ms. Santos is a member of Marfrig’s board of directors. She has large experience with the Company and from 2000 to 2006 was in charge of its financial and its internal audit teams.

Rodrigo Marçal Filho. Mr. Marçal Filho is a member of Marfrig’s board of directors. His professional life has been connected to the agribusiness area, having worked as farm manager until May 2000, when he joined the Company. He was responsible for the purchase of cattle and later became its officer in charge of infrastructure.

Board of Executive Officers

The members of Marfrig’s executive committee are its legal representatives and are responsible mainly for the day-to-day management of the Company’s business and for setting up the general policies and directives established by its board of directors.

Under Brazilian Corporate Law, each member of the executive committee must be a resident in Brazil, and may or may not be a shareholder. In addition, up to, at most, one third of the members of the board of directors may hold a position in the executive committee.

Marfrig’s executive officers are elected by its board of directors for a three-year term of office. The Company’s executive officers can be reelected and removed by its board of directors at any time.

Marfrig’s by-laws provide that its executive committee will have a minimum of two, and a maximum of seven members. The executive officers must, prior to taking office, sign an instrument of consent (Termo de Anuência dos Administradores), as established in the Novo Mercado regulations. Currently, Marfrig’s executive committee is composed of four members, for a three-year term of office, with the possibility of reelection.

Marcos Antonio Molina dos Santos. Mr. Molina dos Santos is the chairman of Marfrig’s board of directors and chief operation officer. He has worked in the beef sector since the age of 16, when he opened his first business. Mr. Molina dos Santos has been the Company’s chief executive officer since the incorporation of the Company.

Alexandre José Mazzuco. Mr. Mazzuco is Marfrig’s Finance and Administrative Statutory Officer. He joined us in 2002 and has worked in the financial and controlling areas since 1985, in companies such as Companhia Paulista de Fertilizantes and FANAVID - Asahi Glass Group. He holds a master´s degree in corporate management from Fundação Getúlio Vargas, a degree in finance and controlling, and a bachelor´s degree in business administration from IMES - Universidade Municipal de São Caetano do Sul.

James David Ramsay Cruden. Mr. Cruden is Marfrig’s chief operating officer. He has been working in the beef industry since 1970. From 1970 to 1973 he had worked at Angliss Co. da Australia, a company owned by Vestey Group Ltd., or Vestey Group, a traditional British food company. In 1974, he went to Brazil to work for Anglo Alimentos S.A., or Anglo, a slaughterhouse owned by the Vestey Group. From 1980 to 1982, he worked as the general manager of the Vestey Group office in the Netherlands. Mr. Cruden returned to Vestey Group’s companies in Brazil in 1982 to be vice-president, sales director and superintendent director, successively, until 1986. He worked at Frigorífico Bordon from 1986 to 1989 and was chief executive officer of Pampeano until 1992. From 1993 to 1996, he was an officer of Anglo. From 1996 to 1998, he managed his own business as a cattle raiser. In 1998, he returned to Anglo and in 2000 became the general manager of BF Produtos Alimentícios Ltda., one of the largest Brazilian beef companies for the production of processed, cooked beef. He remained at BF Produtos Alimentícios Ltda. until 2004, when he joined the Company as operations officer, having responsibility over the Company’s industrial process and wholesale and export activities. He holds a high school degree.

Ricardo Florence dos Santos. Mr. Santos is Marfrig’s investor relations officer. He worked at Grupo Pão de Açúcar from 1984 to 2000, as the Financial Planning executive officer and the Investor Relations statutory executive officer. He had worked for two years at UOL Inc. (Grupo Folha de São Paulo) as an investor relations executive officer. He had worked from 2006 to 2007 as an adjunct investor relations executive officer at Brasil Telecom. He had been a member of the board of Grupo Pão de Açúcar from 1995 to 1999; of UOL - Grupo Folha in 2001; of Dentalcorp Sand from 2002 to 2006, and of the Brazilian Institute of Investor Relations (Instituto Brasilieiro de Relações com Investidores), or IBRI, from 1998 to 2001, of which he is currently Chief Executive Officer.

Fiscal Council

According to the Brazilian corporation law, the fiscal council is an independent management body from the Company and external auditors. The fiscal council may be permanent or not. If the fiscal council is not permanent it shall be installed by the request of shareholders representing at least two percent of the voting shares.

The main responsibilities of the fiscal council are to audit Marfrig’s management, review the Company’s financial statements and report their conclusions to the Company’s shareholders. The Brazilian corporation law requires that the fiscal council members shall receive remuneration not lower than 10% of the average remuneration of the board of directors.

Marfrig by-laws provides for a non permanent fiscal council to be installed at the request of the Company’s shareholders. Currently the fiscal council is composed of tree effective members, for an one-year term of office, with the possibility of reelection.

Last Update: May 03, 2010