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Constituition of Fiscal Council

Barretos, São Paulo, April 27th, 2012 - Minerva S.A. (“Company”), a leader in South America in the production and sale of fresh beef, live cattle and cattle byproducts, with operations in the beef, pork and poultry processing segments, hereby informs its shareholders and the market in general that its controlling shareholders and the attending representatives of the non-controlling shareholders, as per the Shareholders’ Attendance Book, mutually agreed to request the installation of the Company’s Fiscal Council at an Annual Shareholders’ Meeting held at the Company’s headquarters. The Meeting also resolved that the Council will remain installed until the following Annual Shareholders’ Meeting of the Company,

The controlling shareholder appointed Dorival Antônio Bianchi and Benedito da Silva Ferreira as members and Marcelo Scaff Padilha and Victor Branco de Holanda as alternate members of the Fiscal Council. The minority shareholders appointed João Verner Juenemann as a member and Flávio Jarczun Kac as an alternate member of the Fiscal Council.

Brief résumés of the Fiscal Council Member.

Benedito da Silva Ferreira: Mr. Benedito da Silva Ferreira is an economist and accountant from the University of São José do Rio Preto. He works as executive officer at Fosfertil S/A and FIESP and is the Vice-President of the Board of FIESP. He has served on the Boards of several organizations including Fosfertil, Fertifós and Ultrafertil (1994-1998 and 2000-2005), as well as in the Fiscal Council of Nestlé (1968-1971). He was also an executive officer of Cargill Fertilizantes S/A (1999-2005) and Solorrico S/A (1972-1999) and CEO of Adner S/A (1968-1972). He served as CEO at SIACESP and as executive officer at SIMPRIFERT.

Dorival Antônio Bianchi: Mr. Bianchi is an economist from the University of São Paulo. He worked as executive officer at Telecel Telecomunicações Ltda (1992 - 2004) and Fashion Mall S.A. (1999 - 2001). He has served on the Boards of several organizations including Banco Mercantil de São Paulo (2002 - 2003), Net Serviços de Comunicação (1998 - 2000), Sadia (1998 - 2001), BES Investimento do Brasil (2001) and Semp Toshiba Amazonas S.A. (1997 - 2001). He represented Bradesco on the executive board of Visa International (1996 - 1999). Between 1979 and 2004, he served in the Bradesco group as executive officer of Bradesco S.A. Corretora de Valores Imobiliários (1979 - 1982) and as Board member of Banco Bradesco and Bradesplan Participações S.A. (1999 - 2004).

João Verner Juenemann: Mr. Juenemann holds degrees in business administration from the Federal University of Rio Grande do Sul and in accounting from the Pontifical Catholic University of Rio Grande do Sul (PUC-RS). He founded and has been the technical head of Juenemann & Associados Consultoria Empresarial Ltda. since 1977; has been a forensic accountant and investigator since 1985; founder of Juenemann & Associados Perícias e Investigações Contábeis Ltda. (2004); and is a member of the fiscal councils of Instituto de Desenvolvimento Gerencial S.A., Paludo Participações S.A. (Grupo Vipal), Unetral Empreendimentos Imobiliários S.A., Moinhos de Trigo Indígena S.A., among others. He is also a member of the Audit Committee of Tupy S.A. In addition, Mr. Juenemann has taught at the Federal University of Rio Grande do Sul (UFRS), the Dom Cabral Foundation, PUC-RS and Usininos.

Management welcomes the new Fiscal Council members and expects that they will contribute to improving the Company’s corporate governance practices.