Management

MANAGEMENT

EXECUTIVE OFFICERS

BOARD OF EXECUTIVE OFFICERS

The Executive Officers make up Biosev‘s executive body, which carries out all the company‘s management actions.

Under the company‘s Bylaws, the Board of Executive Officers may be composed of at least 3 and no more than 8 members, who shall be appointed: Chief Executive Officer, Chief Financial Officer, Director of Investor Relations, Chief Operating Officer, and Officers without a specific designation Any director may accumulate functions of another position of the Board of Executive Officers, observing the legal limits. Currently, the Board of Executive Officers has 4 members.

NAME POSITION DATE OF ELECTION ENDING OF TERM
Juan José Blanchard Chief Executive Officer 09/17/2020 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2021
Leonardo Oliveira D’Elia Chief Financial and Investor Relations Officer 09/17/2020 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2021
Ricardo Lopes Chief Operating Officer 09/17/2020 BDM after the GSM that decides on the accounts for the fiscal year ended 03/31/2021
BOARD OF DIRECTORS

The Board of Directors is the company‘s joint decision-making body and is responsible for establishing its policies and general guidelines, including long-term strategy, the control and monitoring of its performance, and overseeing the management of the directors.

Under the Bylaws, the Board of Directors may be composed of at least 5 and no more than 9 members elected by the General Assembly with a unified term of two years and reelection being permitted. At least 20% of the members on the Board of Directors shall be Independent Board Members, as defined in the Listing Regulations of Novo Mercado in B3 S.A. – Brasil, Bolsa, Balcão. Currently, the Board of Directors has 8 members.

NAME POSITION DATE OF ELECTION ENDING OF TERM
Adrian Gustavo Isman Chairman of the Board 09/02/2020 OGSM 2022
Patrick Julien Treuer Vice-Chairman of the Board 09/02/2020 OGSM 2022
Enrico Biancheri Board Member 09/02/2020 OGSM 2022
André Roth Board Member 09/02/2020 OGSM 2022
Federico Adrian Cerisoli Board Member 09/02/2020 OGSM 2022
Neil Roxburgh Balfour Independent Board Member 09/02/2020 OGSM 2022
Philippe Jean Henri Delleure Independent Board Member 09/02/2020 OGSM 2022
Ricardo Barbosa Leonardos Independent Board Member 09/02/2020 OGSM 2022

 

FISCAL COUNCIL

According to the Brazilian Corporation Law, the Fiscal Council is an independent body of management and external audit. The primary responsibility of the Fiscal Council is to oversee the actions of the executive officers and analyze the company‘s financial statements and then report on their findings to the shareholders of Biosev. The Company‘s Fiscal Council does not have permanent operations and can be set up in any fiscal year if there is a request by shareholders.

Currently Biosev does not have a Fiscal Council.

Support Committees

Biosev currently has the following committees that give support to the Board of Directors:

At its meeting held on April 12, 2013, the creation of these committees was ratified by the Board of Directors.

STRATEGIC COMMITTEE

The Investment Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

(i) review the proposed budgets to be adopted in each year by the Company, itssubsidiaries and controlled companies, as well as the proposed reviews and adjustments (reforecast) of the budgets approved;
(ii) review the business plan of the Company, its subsidiaries and controlled companies;
(iii) review the risk management policy of the Company, its subsidiaries and controlledcompanies, as well as recommend to the Board of Directors eventual adjustments to the Company’s practices, plans and policies relating to the risk management;
(iv) review the significant investment projects involving the Company, its subsidiaries and controlled companies;
(v) review the M&A projects, joint ventures and significant associations involving the Company, its subsidiaries and controlled companies; and
(vi) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

MEMBER DATE OF ELECTION
Enrico Biancheri 07/31/2019
Adrian Gustavo Isman 08/09/2018
Ricardo Barbosa Leonardos 08/09/2018
AUDIT COMMITTEE

The Audit Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

(i) review the Company’s financial statements, including the management report, notes and independent auditor’s report;
(ii) review the Related-Party Transaction Policy and the changes and amendmentsthereto, as well as recommend to the Board of Directors eventual changes in the practices adopted by the Company relating to the related-party transactions;
(iii) review the related-party transactions not in according with the Related-Party Transaction Policy approved by the Board of Directors;
(iv) review the proposed fee payable to the Company’s independent auditors to conduct the independent outside audit;
(v) review the compliance policies and practices adopted by the Company;
(vi) analyze material frauds whenever requested by the Board of Directors’ Chairman;and
(vii) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

MEMBER DATE OF ELECTION
Patrick Julien Treuer 02/11/2020
Federico Adrian Cerisoli 08/09/2018
Adrian Lima da Hora 08/09/2018
HUMAN RESOURCES COMITTEE

The HR Committee has the following responsibilities and powers according to the regulations approved by the Board of Directors:

(i) review the compensation policies and plans and benefits granted to the employees, managers and officers of the Company, its subsidiaries and controlled companies, including the variable compensation policies relating to the distribution of shares, stock options and other short- and long-term instruments;
(ii) recommend to the Board of Directors the adoption of, change of or amendment to the compensation policies and plans and benefits granted to the employees, managers and officers of the Company, its subsidiaries and controlled companies, including the variable compensation policies relating to the distribution of shares, stock options and other short- and long-term instruments;
(iii) review the management compensation of the Company, its subsidiaries and controlled companies;
(iv) obtain information on the market conditions relating to compensation, benefits and short- and long-term incentives of employees, managers and officers, if applicable or required; and
(v) comply with other responsibilities eventually established by the Board of Directors’ Chairman.

MEMBER DATE OF ELECTION
Jessica Teo 04/23/2020
Juan Jose Blanchard 08/09/2018
Maria Paula Ferreira Curto 08/14/2019

Última atualização em 22 de September de 2020

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