SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized.
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Date: November 4, 2019
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BRF S.A.
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By:
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/s/ Carlos Alberto Bezerra de Moura
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Name:
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Carlos Alberto Bezerra de Moura
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Title:
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Chief Financial and Investor Relations Officer
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BRF S.A.
Publicly Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
(“Company”)
MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON OCTOBER 24, 2019
1. Date, Time and Place: Meeting held on September 26, 2019 at 9:30 a.m., in São Paulo City, São Paulo state, at BRF S.A.’s (“Company”) office located at Avenida das Nações Unidas, 8501, 1st floor, Pinheiros, ZIP Code 05425-000.
2. Summons and Presence: The call notice was duly executed with the attendance of the majority members of the Company's Board of Directors: Mr. Pedro Pullen Parente (“Mr. Pedro Parente”), Mr. Augusto Marques da Cruz Filho (“Mr. Augusto Cruz”), Mr. Dan Ioschpe (“Mr. Dan Ioschpe”), Ms. Flávia Buarque de Almeida (“Ms. Flávia Almeida”), Mr. Francisco Petros Oliveira Lima Papathanasiadis (“Mr. Francisco Petros”), Mr. José Luiz Osório (“Mr. José Osório”), Mr. Luiz Fernando Furlan (“Mr. Luiz Furlan”), Mr. Roberto Rodrigues (“Mr. Roberto Rodrigues”) and Mr. Roberto Antonio Mendes (“Mr. Roberto Mendes”). Absent Mr. Walter Malieni Jr. (“Mr. Walter Malieni”).
3. Presiding Board: Chairman: Mr. Pedro Pullen Parente; Secretary: Mr. Carlos Eduardo de Castro Neves.
4. Agenda: (i) execution of the Memorandum of Understanding with the Saudi Arabian General Investment Authority (“SAGIA”); and (ii) amendment to the Internal Regulation of the Advisory Committees to the Board of Directors.
5. Resolutions: The members approved, by unanimous votes and with no restrictions, the drawing up of the present minutes in summary form. Once the agenda has been examined, the following matters were discussed and the following resolutions were taken, by unanimously:
5.1. Approval of the execution of the non-binding Memorandum of Understanding (MOU) with the Saudi Arabian General Investment Authority (“SAGIA”), for the construction and operation, by BRF, of a chicken processing plant in Saudi Arabia. The investment is estimated in approximately US$120,000,000.00 (one hundred and twenty million US dollars).
5.2. Approval to the amendment to the Internal Regulation of the Advisory Committees to the Board of Directors, which shall enter into effect with the wording provided in Annex I to this Minutes.
Page 1 of 3
Extract of the Ordinary Meeting of the Board of Directors of the BRF S.A. held on October 24, 2019.
BRF S.A.
Publicly Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
(“Company”)
MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON OCTOBER 24, 2019
6. Documents Filed at the Company: The documents related to the agenda that supported the resolutions taken by the members of the Board of Directors or information presented during the meeting were filed at the Company’s head office.
7. Closure: There being no other matters to be discussed, the meeting was closed, being the present minutes drawn up by electronic processing, which after having been read and found correct by all those present, were signed.
I certify that the above text is a faithful copy of the minutes which are filed in Book of the Minutes of the Ordinary and Extraordinary Meetings of the Company´s Board of Directors.
São Paulo, October 24, 2019.
Carlos Eduardo de Castro Neves
Secretary
Page 2 of 3
Extract of the Ordinary Meeting of the Board of Directors of the BRF S.A. held on October 24, 2019.
BRF S.A.
Publicly Held Company
CNPJ 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
(“Company”)
MINUTES OF THE ORDINARY MEETING OF THE BOARD OF DIRECTORS
HELD ON OCTOBER 24, 2019
ANNEX I
Internal Regulations of the Advisory Committees to the Board of Directors
Page 3 of 3
Extract of the Ordinary Meeting of the Board of Directors of the BRF S.A. held on October 24, 2019.
BRF S.A.
Public Company
Tax ID 01.838.723/0001-27
NIRE 42.300.034.240
CVM 1629-2
ADVISORY COMMITTEES TO THE BOARD OF DIRECTORS
- INTERNAL REGULATIONS -
Approved in the Meeting of the Board of Directors
held on October 24, 2019.
ADVISORY COMMITTEES OF THE BOARD OF DIRECTORS
-
INTERNAL REGULATIONS -
The
Board of Directors (“Board”) of BRF S.A. (“Company” or “BRF”),
in the use of its attributions established in the Bylaws (“Bylaws”)
resolved to create committees to advise it in taking decisions of interest to
the Company, seeking to add value to its business (“Committees”), and
approved the present Internal Regulations (“Regulations”).
1.
Objective
1.1.
Committees. The Committees are collegiate bodies, of a Consulting and
permanent nature for support and assistance for the Board. The recommendations
of the Committees are not binding, it being the exclusive duty of the Board to
take decisions related to the Company.
1.2.
Objectives. The Committees shall act in accordance with the mission and
values of BRF and conduct their work in compliance with the applicable laws and
regulations, best practices of corporate governance, the Bylaws, the Code of
Ethics and Conduct (Transparency Manual) and other polices of BRF.
2.
Responsibilities and Competences
2.1.
Responsibilities. The members of the Committees shall exercise their
functions respecting the same duties and responsibilities assigned to the
administrators of the Company, in the terms of articles 153 to 159 of Law # 6.404,
of December 15, 1976, as amended (“Law of Joint Stock Companies”).
2.1.1. The function of Committee member cannot be
delegated.
2.2.
Competences. It is the duty of the Committees, in the scope of their
attributions, besides the other competences indicated in these Regulations to:
(i)
evaluate beforehand the issues sent for
their assessment and liable to evaluation of the Board of Directors, request
clarification and issue analyses and reports related to relevant subjects so as
to aid the decisions of the Board of Directors;
(ii)
submit recommendations for the issues sent
for their evaluation concerning issues of their competence;
(iii)
follow up the execution of their
recommendations;
(iv)
report their activities periodically to the
Board.
3.
Obligations of the Committee Members
3.1. Obligations.
The obligations of the Committee members are constituted of:
(i)
appearing at all the meetings scheduled in
the annual calendar, duly prepared and knowing about the issues and documents
placed at their disposal;
(ii)
basing their conduct on high ethical
standards, maintaining an impartial and ethical posture in the performance of
their activities;
(iii)
observing and encouraging good practices of
corporate governance;
(iv)
maintaining secrecy concerning all
information to which they may have access due to the exercise of their job
titles; and
(v)
declaring beforehand any private or
conflicting interest which they may have with that of the Company regarding
determined material submitted to their evaluation, abstaining from discussing
it and/or voting on it.
4.
Strategy and Marketing Committee
4.1. Strategy.
The specific attributions of this Committee in the field of Strategy include:
(i)
contributing, as per directives indicated by
the Board, in proposing and discussing the planning, monitoring and directing
the corporate strategy of BRF, involving domestic and foreign investments
(mergers/acquisitions, divestments, expansions/new capacities, new business),
performance markets, brands and products (new and existing ones);
(ii)
making recommendations and following up the
long-term strategic plan of the Company;
(iii)
monitoring the execution of the strategic
planning of the Company, including with evaluation of the main economic
scenarios, proposing the review and readaptation of the planning whenever necessary;
(iv)
proposing strategies for the development and
growth of the Company, as well as actions which aim at increasing the
competitiveness of BRF; and
(v)
evaluating and reviewing opportunities of
investments presented by the executive board of BRF (“Executive Board”).
4.2. Marketing.
The attributions of this Committee in the field of Strategy include :
(i)
Analyzing, discussing, contributing to and
following up the following issues:
(a)
strategies and initiatives of the brands and
categories in the main markets;
(b)
product portfolio and innovation pipeline;
(c)
commercial performance, sales and share in
the main markets;
(d)
training and development of the team;
(e)
other issues requested by Administration or
the Board of Directors.
(ii)
Issuing periodic recommendations and analyses
to the Board of Directors.
5.
Finance and Risk Management Committee
5.1. Finance.
The attributions of this Committee in the field of Finances include:
(i)
evaluating recommendations to the Board
concerning the financial policies of the Company, recommending adaptations,
when necessary;
(ii)
issuing recommendations concerning the
annual plan of objectives and goals of the Company;
(iii)
issuing recommendations concerning the
budget process prepared by the Executive Board, as well as submitting it to the
evaluation of the Board of Directors;
(iv)
following up the execution of the annual
plan and budget approved by the Board, the financial statements, as well as
fulfillment of the guidelines defined by the Board concerning the financial
policy of the Company;
(v)
issuing, together with the Committee of
Strategy and Marketing, recommendations concerning proposals of investment
and/or divestment and financing;
(vi)
issuing recommendations concerning the
purchase/sale of securities issued by the Company and/or its subsidiaries in
the domestic and/or foreign capital markets;
(vii)
issuing recommendations concerning proposals
related to fiscal and tax optimization;
(viii)
following up and analyzing the capital
structure of the Company, as well as evaluating measures which recommend
alterations; and
(ix)
evaluating proposals of distribution of
dividends and/or constitution of capital reserves.
5.2. Risk Management. The
attributions of the Committee in the field of Risk Management include:
(i)
recommending to the Board the Company’s Risk
Management policy and requesting adaptations, when necessary;
(ii)
recommending to the Board the limits of
exposure to risks (extent of risks) of the Company, requesting adjustments,
when applicable;
(iii)
reporting to the Board the exceptions to the
directives the Company’s Risk Management presented/discussed in the scope of
the Committee;
(iv)
recommending, regarding Risk Management, the
long-term strategic plan, annual plan and goals of the Company, whenever
presented to the Committee;
(v)
following up the main risks of the Company (financial,
operational, strategic and/or regulatory) presented to the Committee and
reporting to the Board the relevant issues;
(vi)
recommending the process of dealing with the
main risk of the Company presented to the Committee, considering the following
subjects: “Assume”, “Reduce”, “Transfer” or “Eliminate”;
(vii)
recommending occasional and/or specific risk
evaluation to the Risk Board;
(viii)
issuing recommendations concerning the
annual plan and respective budget of the Risk Area, together with the Corporate
Risk Board; and
(ix)
following up the execution of the annual
plan and budget approved by the Board, as well as the fulfillment of the
guidelines defined by the Board concerning the
Company’s Risk Management policy.
6.
People, Governance, Organization and Culture
Committee
6.1.
People, Governance, Organization and Culture. The attributions of this
Committee in the field of People, Governance, Organization and Culture include:
(i)
advising the Board in defining the policies
of remuneration, development of people and training, compensation of executives
and coworkers, proposing constant improvements and following up market
remuneration practices;
(ii)
providing support on the processes of
evaluating, selecting and developing main leaders;
(iii)
advising the Board in formulating and
practicing BRF culture, monitoring and encouraging the behavior of leaders;
(iv)
recommending actions which align the
expectations of shareholders and executives;
(v)
evaluating and recommending improvements to
the Company’s recruitment methods;
(vi)
recommending plans of succession;
(vii)
evaluating and following up profit sharing
programs and programs of options of purchasing shares of the Company;
(viii)
evaluating and recommending practices of
management and training; and
(ix)
following up the management of
organizational climate, recommending adaptations and reviews.
6.2. Governance.
The attributions of this Committee in the field of Governance include:
(i)
ensuring management based upon the
principles of corporate governance and sustainability, including, among other
things: (i) transparency of information; (ii) equality of information; (iii)
rendering of accounts; and (iv) corporate responsibility;
(ii)
following up the fulfillment of the
directives established by the Bylaws, internal regulations, codes and policies
of the Company;
(iii)
furthering the constant improvement of
governance practices, recommending new practices and/or proposing alterations
to existing practices, proposing amendments to the Bylaws, Internal Regulations
of the Committees, Corporate Governance Policy, Code of Ethics and Conduct (Transparency
Manual), and other internal standards related to governance;
(iv)
ensuring efficacious functioning of the
Board and its Committees, as well as furthering the good relationship between
the Board, the Executive Board, shareholders and stakeholders;
(v)
recommending to the Board concerning the
structure of the Committees, proposing alterations, when necessary, including
their composition, competences and experience necessary;
(vi)
aiding in coordinating the annual schedule
of meetings of the Board and Committees, ensuring the progress of the work and
periodic reporting of the Committees to the Board;
(vii) aiding
in selecting and indicating to the Board, people who, fulfilling the legal
requirements and the ones foreseen in the Bylaws, can be candidates for integrating
the Committees, as well as people for positions of Board Member to fill
possible vacancies; and
(viii)
supporting the Chairman of the Board in the
organization of a formal and periodic process of evaluation of Board Members
and the Board, which shall be executed annually.
7.
Quality and Sustainability Committee
7.1. The
attributions of this Committee include:
(i)
Following up the main features of the
Company’s system of quality and sustainability, comparing the results presented
with the goals established, as well as learning about the costs of lack of
quality, recommending, if necessary, punctual audits;
(ii)
Ensuring the development of the four main
fronts of the concept of “Quality Assurance System”, namely: (a) Planning of
Quality: planning of the product (capturing and analyzing the function of
quality), the process, the specifications of materials of suppliers and
quality, simplicity and accuracy of specifications of the product, the
technical standards of process and the standard operating procedures, with special
emphasis for maintaining standards of raw material and true fulfillment of the
product technical lists, with due validation by the control of checking the
full nutritional table;
(b)
Execution of Quality: management of the
routine in all the value chain from the practices of those integrated to the
end retailer as well as of the support operations, notably electrical and
mechanical maintenance; (c) Quality Control: control of quality, including the
audits of the quality assurance system of the suppliers itself, operational
discipline in the fulfillment of existing standards, the laboratories
(emphasizing standardization of the laboratory and audit of the laboratory
system, as well as certifications), metrology, traceability and flow of information
and documentation, follow-up of the complaints and claims of customers and
process of handling prioritizing them, as well as follow-up of technological
development in the area of complaints, including real time analysis of social
networks; (d) Corrective Performance in the Quality System: observing the
qualification and practice of own team in resolving interfunctional problems in
the value chain arising from audit reports, customers’ complaints and social networks;
(iii)
Checking if the Product Planning area not
only establishes the consumer’s preferences, but also the evolution of social,
economic and environmental behavior for development of new product lines and
innovation in contents and packaging;
(iv)
Following up advances regarding compliance
with ISO standards, especially ISO 9001, ISO 17025 and ISO 14000, as well as
observing the Company’s intention of being certified in the main global
management standards of systems of quality and sustainability (such as, for
example, GSFI, SQF, BRC and IFS);
(v)
Following up advances of specific standards
of food safety, sustainability and customers of the Company, observing the
Company’s intention of being certified in the aforesaid standards;
(vi)
Following up retaining employees in the
Quality Assurance System area, requesting
from the Human Resources are a plan for: (a) reduction
of turnover; (b) increased engagement; (c) reduced absenteeism; (d) continuous
increase of average time of employees in the Company, aiming at retaining
knowledge; and (e) attracting the best people of the segment in the market, as
well as checking the career plan of the aforesaid employees with special
emphasis on education and training of staff and, finally, leveling remuneration
to market indices;
(vii)
Following up the plan of digitizing the system
of quality assurance and sustainability.
(viii)
Following up the status of implementation of
actions, referring to the plan of reducing the 12 high priority risks of BRF
regarding the dimension Quality and Sustainability, into their 3 (three)
elements of risk, namely: (i) quality of products, (ii) technical processes and
procedures and (iii) animal well-being, recommending, if necessary, new
punctual actions;
(ix)
Following up the main indicators of
Sustainability of the Company, concerning (i) social responsibility and chain of
suppliers, (ii) processes of eco-efficiency, climatic changes, residue and
greenhouse gas emissions, (iii) adherence to market instruments DJSI, ISE and
CDP, (iv) animal well-being and adherence to BBFAW and (v) fulfillment of the
public commitments established in sustainability, comparing, for all the five
dimensions, the results presented with the goals established, as well as
recommending, if necessary, new punctual actions;
8.
Conflict of Interest
8.1.
Receipt. The members of the Committees are forbidden, directly or
indirectly, to receive any type of remuneration from the Company for rendering
services which may configure as prevention or incompatibility with their
obligations and responsibilities as members of the Committees.
8.2.
Conflict of Interest. Once there is perceived any conflicting interest
or private interest of any member of the Committees related to a determined
subject, the member concerned shall not be able to have
access to information, take part in meetings of the respective Committee,
recommend, resolve or in any way intervene, directly or indirectly, until the
situation of conflicting interest ceases.
9.
Composition, Mandate, Taking Up Office
9.1.
Composition. The Committees shall be formed of at least 2 (two) effective
members, elected by the Board of Directors, at least 1 (one) member of the
Board of Directors having to take part in each Committee.
9.2.
Election and Mandates. The election of the members of the Committees
shall occur in the first meeting of the Board which occurs after the election
of the members thereof by the General Shareholders’ Meeting. The mandates of
the members of the Committees shall match the mandates of the members of the
Board.
9.2.1. Re-election. The members
of the Committees shall be able to be re-elected at the end of the respective
mandates, as defined by the Board.
9.2.2. Replacement.
If there is replacement of members, whether by waiver or
decision of the Board, the end of the mandate of the new member shall match, in
the same way, that of the other members.
9.3.
Requirements for Taking Up Office. Only the physical entity who fulfills
the requirements for taking up office required for the members of the Board, in
the applicable form of the legislation, shall be able to be elected as member
of a Committee.
10.
Coordinators
10.1.
Coordinator. Each Committee shall have a coordinator, who shall be a
member of the Board, chosen by the members of the Committee to which the (“Coordinator”)
belongs.
10.2.
If there is temporary absence of the Coordinator of any Committee, the members
of the respective Committee shall indicate jointly the replacement thereof.
10.
3. Representation. The Committees
shall be represented by their respective Coordinators in any meetings to which
they are summoned.
11.
Calendar of Meetings and Agendas
11.1.
Current Calendar. The Committees shall meet ordinarily as per the
predefined annual calendar, extraordinary meetings being able to be held when
necessary. The periodicity of the meetings shall be determined so as to ensure
the effectiveness of the work of the Committees.
11.1.1.
Annually the Committees shall resolve, among other
things: (i) abut the annual calendar of ordinary meetings; and (ii) the
analysis of the performance of the Committees themselves, respectively.
11.2.
Place. The ordinary or extraordinary meetings of the Committees shall be
held preferably in the headquarters of the Company. If necessary, it is
authorized for meetings to be held or the members of the Committees take part
in meetings by telephone, videoconference, electronic resolution, or any other
means of communication which can effectively assure the participation and
authenticity of the vote. In these circumstances, the members of the Committees
shall be considered to be present at the meeting, and their recommendations
considered to be valid for all legal purposes and incorporated in the minutes
of the aforesaid meeting.
11.3.
Agenda. The agenda of the meetings of the Committees shall be prepared
by the respective Coordinators, asper the following guidelines:
(i)
The issues subject to approval/analysis of
the Board shall be presented to the respective Committees, as per the issues
being analyzed, for discussion and recommendation;
(ii)
The issues to be inserted in the agendas of
the Committees at the request of the Board shall be indicated by it to the
respective Coordinators. The issues to be inserted in the agendas of the
Committees at the request of the other areas of the Company shall be indicated
by them to the respective Coordinators;
(iii)
The issues for approval of the Committees
shall be based upon the respective “Technical Notes”, which shall contain at
least the following information, as applicable: area in charge, parties
involved, detailed description, values involved, terms, risks involved and other
information relevant to decision-making.
(iv)
The members of the Committees shall be able
to suggest additional subjects for the agenda;
(v)
The addition of extra subjects in the agenda
of the meetings of Committees, outside the terms established in the present
instrument, shall depend upon the agreement of all the members of the
respective Committee.
11.4.
Summons. The meetings shall be summoned by the Coordinators of the
Committees, by means of email, sent at least 5 (five) days before the date of
the meetings. The summons shall contain a brief description of the material to
be discussed and the main material to be evaluated. The subjects of the
respective agendas, as per the case, shall be able to be classified as: (i)
informative subject; and (ii) decision-making subject.
11.5. Installation. The meetings
of the Committees shall be held with the presence of the majority of the
respective members.
11.6.
External Participants. The members of the Committees shall be able, when
they deem it necessary, to request the presence of technicians and/or
specialists of the Company for technical explanation concerning the issues
being evaluated by the Committees and aid in the discussion. Furthermore, specialists
shall be able to be summoned to aid in the discussion of specific issues of
interest to the Committees and Board.
12.
Resolutions and Minutes
12.1.
Resolutions. The positioning of the Committees shall be defined by the
majority of votes of their members present in the meetings. If there is
divergence, different positions, as well as possible abstention arising from
conflicting interest, they shall be submitted to the Board. The recommendations
of the Committees shall not bind the Board of Directors.
12.2.
Minutes. The meetings of the Committees shall be recorded in minutes, written
objectively, which shall record the discussion and/or recommendations,
abstention of votes by conflicting interest, responsibilities and terms. The
minutes shall be signed by all those present. The minutes shall be made
available to the members of the Committees by means of the Governance Portal.
13.
Secretary of the Committees
13.1.
Secretary of the Committees. The Committees shall have a secretary (“Secretary”),
who shall have the duty of:
(i)
organizing, together with the Coordinators,
the agenda of the meetings, bases upon requests of Board Members and inquiries
to the Executive Board;
(ii)
being the secretary for the meetings,
preparing and drawing up the respective minutes, and collecting the signatures
of the members and possible guests; and
(iii)
aid the Coordinators in the work of
following up the activities of the Committees.
14.
Report to the Board of Directors
14.1.
Report. The Committees shall report to the Board of Directors, in the
first meeting of the Board of Directors which occurs after the meetings of each
one of the Committees, the respective issues of the agenda discussed by their
members.
14.2. Annual
Evaluation. Furthermore, the Committees shall make an
annual analysis of the performance of their activities, the summary of such analysis
having to be presented to the Board straight after concluding the analysis
concerned.
15. Budget
15.1. The Committees shall not have their own budget, and any contracting of partners, services, etc. shall be submitted to the Board, for approval.
15.2. The remuneration policy of the members of the Committees shall be defined by the Board of Directors.
16. Final Provisions
16.1. Possible omissions of these Regulations and queries of interpretation of their provisions shall be the object of analysis and decision by the Board.
16.2. These Regulations came into force upon the date of their approval and/or amendment, as the case may be, by the Board and are filed in the headquarters of the Company.