CORPORATE GOVERNANCE

Based on internationally recognized best practice, our Corporate Governance function adheres to the principles of transparency and integrity and uses an accountability approach that builds trust and protects the interests of our shareholders. Efficiency and creating value are a priority for our management, and our performance is monitored against indicators for sustainable growth.

 

With a well-defined organizational structure, our Governance function follows the standards laid down by Aqua Capital, a private equity fund with a focus on the agribusiness and food chain sectors, which in 2011 became our controlling shareholder. Comprising international investors, family offices and development bank investment funds, Aqua Capital invests in high-growth companies and supports them with a management team combining operational expertise with an entrepreneurial approach.

 

Our minority shareholder, Agro MerchantsGroup, has provided in-depth expertise in best-practice cold logistics globally. Founded by OAKTREE – one of the largest and most traditional asset management firms in the world, with more than $ 90 billion in assets under management– the Group has global operations in the cold logistics market.

 

Our highest governance body is our Board of Directors, which is responsible for defining general policies and guidelines, evaluating the Executive Board’s proposed plans and projects and measuring results. The Board has seven members, including three representatives from Aqua, two representatives from AgroMerchants and two independent members. Members serve for a term of three years (2015-2017) and meet on a two-monthly basis. An Executive Committee – consisting of two representatives from Aqua, one from AgroMerchants and an independent member – holds monthly meetings to advise the Board.

 

Our Statutory Board consists of four directors, including an Executive Director (CEO), a Financial Director (CFO), an Operations Director (COO) and a Commercial Director. We also have an Executive Board consisting of our Human Resources Director and a Project Director.

COMPLIANCE

We seek to create a healthy work environment through our Ethics Management Program, which is designed to ensure transparency, prompt detection and correction of deviations and fraud, and effective communication between employees and society. Our Compliance function has three components:

CODE OF CONDUCT

 

Geared to employees, our Code of Conduct sets out principles and fundamental rules relating to ethical business conduct that reflect our commitment to be a responsible corporate citizen.

OPEN CHANNEL

 

Opened Channel is a communication channel for reporting any illegal or unethical conduct within or outside the company, with the assurance that all reports are anonymous and will be appropriately addressed. Reports through this channel can be related to interpersonal relationships; procurement and management; use of funds; information security; sustainability; occupational health and safety and Code of Conduct violations. Reports can be submitted through a link on our website (www.comfrio.com.br), by e-mail (canalaberto@comfrio.com.br), by telephone (0800-7288220) or using printed forms available at the reception offices of all units.

ETHICS COMMITTEE

 

Our Ethics Committee is responsible for disseminating and upholding the rules laid down in our Code of Conduct. It works to improve the operations of the organization, ensure that ethical issues are fully understood, and assist in assessing and improving the effectiveness of our risk management, control and governance processes.