Board of Directors
Fibria's Board of Directors is composed of nine members, two of whom are independent (having no ties to the signatories of the shareholders' agreement, in accordance with current regulations), and an equal number of alternates, so as to ensure full attendance at all meetings. Its members convene at least ten times a year - eight formal meetings, one workshop on strategy, and one on innovation - and should attend all meetings of the Board and of the Committees to which they belong. The minutes of the Board of Directors' meetings, as well as the minutes of the Fiscal Committee and the Executive Board meetings, are available here: http://fibria.infoinvest.com.br/ptb/s-31-ptb.html?idioma=ptb.
| Incumbent | Alternate |
|---|---|
| José Luciano Penido¹ | Maria Paula Soares Aranha |
| Raul Calfat¹ | Paulo Henrique Oliveira Santos |
| Carlos Augusto Lira Aguiar¹ | Julio Sergio de Souza Cardozo |
| João Carvalho Miranda¹ | Sergio Augusto Malacrida Junior |
| João Schmidt¹ | Francisco Fernandes Campos Valério |
| Ernesto Lozardo² | Victor Guilherme Tito |
| Eduardo Rath Fingerl² | Sergio José Suarez Pompeo |
| Marcos Barbosa Pinto³ | Armínio Fraga Neto |
| Alexandre Gonçalves Silva³ | José Ecio Pereira da Costa |
1 Appointed by Votorantim Industrial.
2 Appointed by the Brazilian National Bank for Economic and Social Development (BNDES).
3 Independent member.
Fiscal Committee
It is composed of three effective members and an equal number of alternates, elected by the General Assembly, according to the pertinent legislation. The main objective of this committee is to supervise the actions of the administration, in addition to other responsibilities provided for in article 163 of Brazilian Corporate Law. Its members convene at least four times a year, at the end of each quarter.
| Incumbent | Alternate |
|---|---|
| Maurício Aquino Halewicz | Geraldo Gianini |
| Gilsomar Maia | Antonio Felizardo Leocadio |
| Raphael Manhães Martins | Domenica Eisenstein Noronha |
For more information, click on the link: Regimento Interno do Conselho Fiscal.
Statutory Audit Committee
Oversees the quality and integrity of financial reports, as well as compliance with legal, statutory, and regulatory standards, adequacy of risk management processes and activities of internal and independent auditors.
Objective
To oversee the quality and integrity of financial reports, compliance with legal, statutory, and regulatory standards, adequacy of risk management processes and activities of internal and independent auditors.
For more information, click on the link: Regimento Interno do Comitê de Auditoria Estatutário
Finance Committee
Assists the Board of Directors and the Executive Board in analyzing the Brazilian and global economic situation and its potential effects on the company's financial position, in preparing scenarios and trends, in evaluating opportunities and risks, and in defining financial policy strategies to be adopted by the company. For more information, click on the link: Regimento Interno do Comitê de Finanças
Innovation Committee
Advises the Board of Directors in the analysis of initiatives related to research and technological innovations in the forestry, industrial, and management areas, in relation to new products and processes; makes recommendations to the Board of Directors and monitors the implementation of policies, strategies, and actions related to research and innovation within the company; evaluates Fibria's investment proposals from the perspective of innovation and coordinates possible recommendations to the Board of Directors.
For more information, click on the link: Regimento Interno do Comitê de Inovação.
People and Remuneration Committee
Its purpose is to review the human resources policies, structures, and practices proposed by the Board in light of best practices adopted by domestic and foreign companies. This committee evaluates strategies and context of opportunities and risks to which the Company is exposed, in addition to proposing remuneration policies, including salary and benefits policies and short- and long-term regular and extraordinary remuneration for Directors and Board members. For more information, click on the link: Regimento Interno do Comitê de Pessoas e Remuneração.
Sustainability Committee
Advises the Board on all sustainability aspects by identifying, addressing, and dealing with issues that pose risks or may impact business, long-term results, relationships with stakeholders, and company image. The Sustainability Committee has five external members, a former director, a Board member, in addition to the Chairman of the Board of Directors.
Composition of the Sustainability Committee
Coordinator:
José Luciano Penido, Chairman of the Board of Directors, Fibria
Members:
Ailton Krenak, Indigenous leader (independent member)
Cláudio Valladares Pádua, Institute of Ecological Research (Instituto de Pesquisas Ecológicas - IPÊ) (independent member)
Sergio Besserman Vianna, economist (independent member)
Sergio Weguelin, Brazilian National Bank for Economic and Social Development - BNDES (independent member)
Maria Aparecida Silva Bento (independent member)
João Miranda, Votorantim
Carlos Alberto de Oliveira Roxo
Secretary:
Maria Luiza de Oliveira Pinto e Paiva, Director of Sustainability, Communication, and Corporate Relations at Fibria.
For more information, click on the link: Regimento Interno do Comitê de Sustentabilidade.
For more information about the Board of Directors and its committees, visit http://fibria.infoinvest.com.br/static/ptb/conselhos-comites.asp?idioma=ptb.