The board of directors currently consists of five members: one chairman, one vice-chairman, one permanent director without a specific title and two permanent independent directors. During periods of absence or temporary unavailability of the chairman, the vice-chairman will automatically replace the chairman. During periods of absence or temporary unavailability of the chairman and of the vice-chairman, the chairman’s activities will be performed by another member of the board of directors, previously appointed by the chairman. The board of directors is the decision-making body responsible for, among other matters, establishing policies and guidelines for company business. The board of directors also supervises its board of executive officers and monitors the 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 external independent auditors.
The members of the board of directors need not be Brazilian residents and are elected at general shareholders’ meetings for two-year terms, and are eligible for reelection. The term of office of the current members of the board of directors will expire on the date of the shareholders’ meeting to be held in 2009. The members of the board of directors are subject to removal at any time, with or without cause, at a general shareholders’ meeting. SLC Agrícola does not elect alternate members of the board of directors. According to the Brazilian corporation law, each of the members of the board of directors must hold at least one of our common shares.
The board of directors meets at least once every quarter and at any time when an extraordinary meeting is called by the chairman or by any other director. Decisions of the board of directors are taken by majority vote and each director is entitled to one vote.
Pursuant to the regulations of the Novo Mercado, one-fifth of the members of the board of directors must be independent directors, and all the directors are required to acknowledge in writing, before taking office, adherence to the regulations of the Novo Mercado and the rules of the Bovespa Arbitration Chamber. Directors are considered independent if they (i) have no relationship with the company, except for their share participation; (ii) are not controlling shareholders or the spouse, sibling or any relative up to the second degree of SLC Agrícola´s controlling shareholders, or during the last three years have not had any relationship with any company or entity related to the controlling shareholder (excluding persons related to public schools and/or research institutions); (iii) during the last three years have not been company’s employee or officer, or an employee or officer of company’s controlling shareholder or any entity controlled by it; (iv) are not direct or indirect suppliers or clients to an extent that could compromise their independence; (v) are not an employee or officer of an entity that distributes or promotes the company’s products and services; (vi) are not the spouse, sibling or any relative up to the second degree of any of the company’s directors or officers; and (vii) do not receive any remuneration from SLC Agrícola other than that related to their position as directors or shareholders. A director is also considered independent if she or he is elected on a separate ballot held in accordance with the Brazilian corporation law.
|Directors||Title||Date of election||End of term of office|
|Eduardo Silva Logemann||Chairman||April 17, 2013||April 17, 2015|
|Jorge Luiz Silva Logemann||Vice-Chairman||April 17, 2013||April 17, 2015|
|Osvaldo Burgos Schirmer||Substitute Member||June 18, 2013||April 17, 2015|
|José Galló||Independent Director||April 17, 2013||April 17, 2015|
|Luiz Fernando Cirne Lima||Independent Director||April 17, 2013||April 17, 2015|
Eduardo Silva Logemann. SLC Participações’ Chief Executive Officer, he is also the chairman of the SLC Agrícola’s board of directors. He actively participates in associations and entities that represent SLC Agrícola´s sector and is currently the vice president of Associação Brasileira dos Produtores de Algodão (Brazilian Association of Cotton Producers), or ABRAPA, and from 1979 to 2001 he was the chief executive officer of John Deere Brasil S.A. He has a mechanical engineering degree from Pontifícia Universidade Católica do Rio Grande do Sul (Pontifical Catholic University of Rio Grande do Sul), or PUC-RS. He has been with the SLC group since 1970 and has accumulated over 37 years of experience in the agribusiness field.
Jorge Luiz Silva Logemann. He is the deputy chairman of the SLC Agrícola’s board of directors. He is also the deputy chief executive officer of Ferramentas Gerais e Comércio e Importação S/A. and Vice-Chairman of SLC Participações S.A. He actively participates in associations and entities: Vice President of FEDERASUL - Federação das Associações Comerciais do Rio Grande do Sul. In addition, he has been the president of CENEX - Centro de Excelência Empresarial; Member of the Board of Directors of Associação Hospitalar Moinhos de Vento; Director atONG Parceiros Voluntários and Associação Leopoldina Juvenil. He has been with the SLC group since 1987 and has accumulated over 20 years of experience in the agribusiness field. He has a medical degree from Faculdade Católica de Medicina de Porto Alegre (Catholic School of Medicine of Porto Alegre).
Osvaldo Burgos Schirmer. He is Deputy Member of the Board of Directors. He worked for Gerdau Group from 1986 to January 2013 and was appointed as Chief Financial Officer in 1987. He was Vice Chief Executive Officer of Gerdau S.A.’s Executive Committee from 2002 to January 2013. He was also Vice Corporate Controller and Treasurer and Chief Investor Relations Officer of Gerdau S.A. - Metalúrgica. He was Officer for Seiva S.A. - Indústrias e Florestas - from 1987 to January 2013. - a company part of the same economic group of Gerdau S.A. He was officer from 1982 to 1986 for Companhia Iochpe de Participações (current Iochpe-Maxion Group). Mr. Schirmer is also member of the Board of Directors of Lupatech S.A. and Coordinator of the Financial and Audit Committee since April 2012. He is Vice Chairman and member of the Board of Directors of Abrasca (the Brazilian Association of Publicly-held Companies), being Chairman of the Capital Market Commission for several years. He holds a bachelor’s degree in Business Administration from the Federal University of Rio Grande do Sul, a Master’s degree in Business Administration from the Southern Illinois University (USA) and several specialization courses, such as the Senior Management from Harvard Business School (USA).
José Galló. He is one of the independent directors. He has a business administration degree from the Escola de Administração de Empresas of Fundação Getúlio Vargas. He is the chief executive officer and director of Lojas Renner S.A. since September 1991 and April 1998, respectively. He is also a director of Calçados Azaléia S.A. since March 2001, a member of the consulting board of ABN Amro - Banco Real since April 2003, vice-chairman of the Câmara de Dirigentes Lojistas (Retail Managers Chambers) of Porto Alegre since July 2005, and member of the board of the Federação das Associações Comerciais e de Serviços (Commercial and Service Associations Federation) of Rio Grande do Sul, or Federasul, since April 2002.
Luiz Fernando Cirne Lima. He is one of the independent directors. He has an agronomy degree and a doctoral degree in zootechnology from the Universidade Federal do Rio Grande do Sul. From December 1993 to April 2007 he was superintendent officer of Copesul. He is a director of Braskem since August 2001 and a director of Icatu Bank since April 1996. He is also a member of the Conselho Superior de Orientação Pública e Social (Superior Council of Public and Social Orientation) of the Federação das Indústrias do Estado de São Paulo (São Paulo Industries Federation) since February 1989. From April 1999 to May 2000, he was a director of Varig S.A. - Viações Aéreas Riograndeses. From 1972 to 1978, he was a member of the board of trustees of Cimmyt - Centro Internacional de Melhoramentos de Milho e Trigo in Mexico. From 1969 to 1973, he was the Brazilian Minister of Agriculture. From 1968 to 1969 he was the president of Farsul - Federação de Agricultura do Rio Grande do Sul (Rio Grande do Sul Agriculture Federation).
The board of executive officers is the company´s managing executive body. The members of the board of executive officers are the 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 board of executive officers currently consists of four members elected by the coard of directors.
The members of the board of executive officers are elected by the board of directors, for two-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 with Brazilian corporation law, executive officers must be residents in Brazil but need not be shareholders. The board of executive officers meets whenever a meeting is called by our chief executive officer or by the majority of its members whenever deemed necessary.
|Executive officers||Title||Date of election||End of term of office|
|Aurélio Pavinato||Chief Executive Officer||May 08, 2013||May 08, 2015|
|Ivo Marcon Brum||Chief Financial and Investor Relations Officer||May 08, 2013||May 08, 2015|
|Aldo Roberto Tisott||Chief Sales Officer||May 08, 2013||May 08, 2015|
|Gerson Trenhago||Chief Operating Officer||May 08, 2013||May 08, 2015|
Aurélio Pavinato. Chief Executive Officer, he served as Production Officer of SLC Agricola, having worked in the Company for over 20 years. He has experience in planning crops and new investment projects, coordinating the implementation and management of agricultural projects, and evaluating crop fields. He graduated in Agronomy from the Federal University of Santa Maria, and holds an MA and a PhD in Soil Science from the Universidade Federal do Rio Grande do Sul (Federal University of Rio Grande do Sul - UFRGS) and completed graduate studies in STC (Skills, Tools & Competencies) at Chicago‘s Kellogg School of Management in association with the Fundação Dom Cabral (Dom Cabral Foundation).
Ivo Marcon Brum. Mr. Brum serves as the Chief Financial and Investor Relations Officer. He holds a bachelor’s degree in Accounting from PUC/RS, post-graduation qualifications in business management and in the Management Development Program (CENEX), in addition to an MBA in Project Management from the Getúlio Vargas Foundation (FGV) and post-graduation in STC - Skills, Tools & Competencies Kellogg School of Management in Chicago in partnership with Fundação Dom Cabral. He has experience in the metal mechanics sector, having previously worked for the NSG Capital group, which he joined in August 2007 as the Chief Accounting and Tax Officer at Zamprogna S.A. In March 2009, he took over as the NSG Capital group’s Administrative and Compliance Officer. From November 1999 to August 2007, he held the position of Controller at the multinational International Ind. Automotiva da América do Sul Ltda. From November 1996 to November 1999, he worked as Controller at Vonpar Refrescos S.A., and from October 1990 to November 1996, he served as an Accountant at DHB Componentes Automotivos S.A.
Aldo Roberto Tisott. He is our chief sales officer. He has been with our group over ten years and was previously commercial manager of SLC Agrícola. He has great knowledge and large experience in the sales and export departments. He is currently responsible for the strategy plans of sales and for the international market research. He has an agronomy engineering degree from the Universidade Federal de Santa Maria and postgraduated degree on business management at the Fundação Getúlio Vargas (FGV).
Gerson Trenhago. Production Officer, he served as Midwest Regional Manager of SLC Agricola, having worked in the Company for over 18 years. He has experience in building production teams, planning for agriculture, executing and managing agricultural projects and evaluating potential areas for agriculture. He holds a BSc. in Agronomy from the Universidade Federal de Santa Maria (Federal University of Santa Maria - UFSM), and an MBA in Agribusiness Management from the Fundação Getúlio Vargas (Getúlio Vargas Foundation - FGV).
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 SLC Agrícola´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.
SLC Agrícola’s By-laws provides for a nonpermanent Fiscal Council to be installed upon request of the Company’s shareholders meetings. The current Fiscal Council was installed on July 13, 2012, and will remain in office until the next Annual Shareholders’ Meetings. It comprises three members who were elected by the Extraordinary Shareholders’ Meetings held on April 17, 2013.
|Directors||Title||Date of election||End of term of office|
|João Carlos Sfreddo||Chairman of Fiscal Council Elected by the Controlling Group||May 17, 2013||Next GSM|
|Paulo Roberto Kruse||Director Elected by the Controlling Group||May 17, 2013||Next GSM|
|Mauricio Rocha Alves de Carvalho||Director Elected by Minority Ordinary Shareholders||May 17, 2013||Next GSM|