The board of directors of Heringer is a decision-making body that is responsible for determining the guidelines and general policies of the business, including its overall long-term strategy, as well as controlling and overseeing its performance. The board of directors is also responsible for, among other matters, supervising the activities of its executive officers.
According to its bylaws, the board of directors must consist of a minimum of five and a maximum of nine members. The board of directors is composed of one president and one vice-president, and all members must hold at least one of Heringer’s shares, in accordance with Brazilian Corporation Law. The members of the board of directors are elected at a general shareholders’ meeting and serve for two-year terms, with re-election permitted. Each member is subject to removal at any time by the shareholders. The members of the board of directors must remain in office until a successive member takes office. The members of the board of directors are not subject to mandatory retirement. According to the rules of the Novo Mercado, at least 20% of the members of the board of directors must be independent.
The board of directors generally meets four times a year and extraordinarily when called by the president or by the vice-president. These meetings are generally held at Companies headquarters or as otherwise provided by the bylaws. Meetings of the board of directors require the presence of a majority of its members on the first call, and the participation of at least three members on the second call. According to the bylaws, decisions are taken by the affirmative vote of a majority of members, after accounting for temporary absences and vacancies, in accordance with the bylaws. The president of the board of directors is responsible for casting the tie-breaking vote.
The number of members of the board of directors is determined by a majority vote at a general shareholders’ meeting. Blank votes are not taken into account and the minimum number of members is five. According to CVM Rule No. 282 of June 26, 1998 and the Brazilian Corporation Law, shareholders representing at least 5% of the voting capital stock have the right to request cumulative voting.
|Directors||Title||Date of election||Term of Office|
|Dalton Dias Heringer||Chairman||Apr, 30, 2019||up to 2021 GSM|
|Dalton Carlos Heringer||Vice-Chairman||Apr, 30, 2019||up to 2021 GSM|
|Victor Paulo Silva Miranda||Director||Apr, 30, 2019||up to 2021 GSM|
|Roberto Rodrigues (1)||Director||Apr, 30, 2019||up to 2021 GSM|
|Silvio Claudio Peixoto de Camargo (1)||Director||Apr, 30, 2019||up to 2021 GSM|
(1) Independent board member
Dalton Dias Heringer. Mr. Dias Heringer is the president of our board of directors and our founder of the company. He holds a bachelor’s degree in agronomy from Escola Superior de Agricultura de Lavras (currently called the Universidade Federal de Lavras) and has focused his career on agribusiness activities, particularly coffee and cattle raising. He founded our company in 1968 and served as chief executive officer until 2004. From 1994 to 2001, he served as the director of the Brazilian Association of Fertilizer Mixers (Associação dos Misturadores de Adubo do Brasil), or AMA, and as the director of SIACESP from 1998 to 2001. Mr. Dias Heringer has developed agricultural and cattle raising activities, especially with coffee beans and cattle.
Dalton Carlos Heringer. Mr. Carlos Heringer has worked for the company since 1986, having served in each of the Administrative, Financial, Technical and Sales Departments before becoming his current position of the chief executive officer in 2004. He served as chief executive officer and president of the board of Trufa S.A. from 1998 to 2002. He is also a member-director of the AMA and of the SIACESP. Mr. Carlos Heringer holds a bachelor’s degree in business administration from Centro Superior de Ciências Sociais de Vila Velha, Espírito Santo. . Mr. Carlos is also Vice-President of the Board of Directors since 2004. .
Victor Paulo Silva Miranda. Mr. Miranda has been working at Fazenda Heringer for 20 years, where currently acts as Manager. He is a member of the Advisory Board at the Brazilian Zebu Breeders Association (ABCZ), Executive Officer at the Nellore Breeders Association of the Espírito Santo State (ACCN), Commercial Officer at CIA de Melhoramento, Livestock Executive Officer of the Sector Chamber of the Federation of Agriculture of the Espírito Santo State (FAES) and President at the Breeders Association Integrated with the CEIP Technical Project (ASSOCEIP). He was also President at the Nellore Breeders Association of the Espírito Santo State (ACCN) between 2010 and 2014.
Roberto Rodrigues. Mr. Roberto was born in Cordeirópolis/SP. Rodrigues holds a degree in agricultural engineering from ESALQ USP. He owns farming interests in rural São Paulo and Maranhão, is Chairman of the Superior Agribusiness Council of the São Paulo State Industries Federation (FIESP) and co-chair of the Interamerican Ethanol Commission. He was Minister of Agriculture, Livestock and Food Supply from January 2003 to June 2006, Chairman of the Brazilian Agribusiness Association and the Brazilian Rural Association. He was Minister of Agriculture and Food Supply in São Paulo state and led the private sector at the National Agriculture Forum. Mr. Rodrigues was Chairman of the Brazilian Cooperatives Organization (OCB) twice (1985/1991). He also presided over the International Co-operative Alliance (ICA) (1997/2001) and the International Committee of Agricultural Cooperatives (1992/1997). In the academic area, he is the Coordinator of the Agribusiness Center at the Getulio Vargas Foundation, Professor in the Rural Economics Department at UNESP, Jaboticabal, and Visiting Researcher at USP’s Institute for Advanced Studies. Has published hundreds of articles on agriculture, the cooperative movement and rural economy. He is the author of five books and co-author of several others. He currently acts as a member of the board of directors.
Silvio Claudio Peixoto de Camargo. Mr. Camargo is graduated in Business Administration from the Fundação Getulio Vargas. He is a senior partner at Managrow Consultoria Estratégica, specialist in Alternative Investments and Corporate Governance. He worked as Equity Manager and was founder of long-term funds between 2003 and 2012. He was advisor for Banco Santander’s institutional clients, focusing on the United States’ global clients, between August 1999 and July 2003. He is a counselor certified by the Brazilian Corporate Governance Institute (IBGC) and attended the Intensive Finance Course held by INSPER/IBMEC in the first half of 1995, where he was ranked second. He is specialist in governance and private equity from the Harvard Business School (concluded in 2013). He works as independent Board member in several companies.
The board of executive officers of Heringer is composed of a minimum of two and a maximum of seven members. The members of the board of executive officers must be residents of Brazil and are elected by the board of directors to two-year terms. Re-election is permitted and all officers are to remain in office until their successor is elected and takes office
The board of executive officers is responsible for the day-to-day administration of the business, except for those activities and decisions reserved to be made by the board of directors or the shareholders, pursuant to applicable law or the bylaws.
The board of executive officers ordinarily meets once a month and extraordinarily when necessary. Meetings of the board of executive officers are called by the chief executive officer, with at least 24 hours of prior notice, or by two-thirds of the executive officers, with at least 48 hours of prior notice. A majority of the executive officers must be present to constitute a quorum. According to the bylaws, the decisions of the board of executive officers require a majority vote of attending members, or those who have indicated their vote in accordance with the bylaws, after accounting for temporary absences or vacancies. The chief executive officer is responsible for casting any tie-breaking vote.
|Executive Officers||Date of election||Term of Office||Title|
|Dalton Carlos Heringer||Apr, 30, 2019||up to 2021 GSM||Chief Executive Officer, Administrative Director, Chief Financial and Investor Relations Officer and Controllership Officer|
|Alfredo Fardin||May, 10, 2019||up to 2021 GSM||Supply and Logistics Director|
|Ulisses Maestri||May, 10, 2019||up to 2021 GSM||Commercial Director and Technical Director|
Dalton Carlos Heringer. Mr. Carlos Heringer has worked for the company since 1986, having served in each of the Administrative, Financial, Technical and Sales Departments before becoming his current position of CEO and Managing Director in 2004. He served as chief executive officer and president of the board of Trufa S.A. from 1998 to 2002. He is also a member-director of the AMA and of the SIACESP. Mr. Carlos Heringer holds a bachelor’s degree in business administration from Centro Superior de Ciências Sociais de Vila Velha, Espírito Santo. Mr. Carlos is also Vice-President of the Board of Directors since 2004.
Alfredo Fardin. Mr. Fardin holds a bachelor’s degree in agronomy from the Universidade Federal do Espírito Santo. Mr. Fardin is currently the commercial director and has been working for the company since 1986. He began as a commercial supervisor before entering the management as a commercial manager and then a regional manager. In addition to working in the commercial area, he has also participated in the supply, industrial and agronomy/technical areas of the company.
Ulisses Maestri.Mr. Maestri graduated in agronomy from Universidade Federal do Espírito Santo in 1985 and completed MBA programs in business management and marketing at FGV. He has worked for the Company since 1998.