102-23 (GRI )

  • Composition of the highest governance body and its committees

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    Context:

    Suzano’s governance structure is composed of the following bodies and committees:

    Board of Directors

    Suzano’s Board of Directors has an executive function, as a one-tier body consisting of five to ten members, elected by the Annual General Meeting, which, among its members, designates the Chairman and up to two Deputy Chairmen. The term of office of the Board of Directors is unified, with duration of two years, with reelection permitted.

    Of the Members of the Board of Directors, at least 20% must be Independent Board Members, as defined in the Novo Mercado Regulation, and expressly declared as such in the minutes of the Annual General Meeting that elects them, and also considered as independent the Board Member(s) elected via the option provided for in paragraphs 4th and 5th of article 141 of Law No. 6,404/76 (Brazilian Corporate Law).

    In 2019, the Board of Directors was composed as follows:

    • Ana Paula Pessoa (Board Member);
    • Antonio de Souza Corrêa Meyer (Board Member);
    • Claudio Thomaz Lobo Sonder (Deputy Chairman);
    • Daniel Feffer (Deputy Chairman);
    • David Feffer (Chairman);
    • Jorge Feffer (Board Member);
    • Maria Priscila Rodini Vansetti Machado (Board Member);
    • Nildemar Secches (Board Member);
    • Rodrigo Kede de Freitas Lima (Board Member);

     

    In addition to their duties as members of the Board of Directors of Suzano S.A., the Board of Directors mentioned above perform the following additional commitments/roles (in or outside the company):

    • Ana Paula Pessoa: partner, investor and Chairman of the Board of Directors of Kunumi AI, a 100% Brazilian artificial intelligence company, with values and objectives that guide investment choices. She is a member of the global board of Credit Suisse in Zurich, News Corporation in New York and Vinci Group in Paris. She is passionate about improving diversity in companies and understanding how technology and social changes impact corporate cultures. Her volunteering activities focus on education initiatives and environmental concerns to ensure sustainable growth. She is also a member of the Global Council (GAC) of Stanford University, in California, of the Advisory Council of The Nature Conservancy Brazil, of the Audit Committee of Fundação Roberto Marinho and of the Instituto Atlantico de Gobierno, in Madrid. At Suzano, Ana Paula Pessoa also performs as Coordinator of the Statutory Audit Committee (CAE).
    • Antonio de Souza Corrêa Meyer: founding partner of Machado, Meyer, Sendacz and Opice Advogados, where he works to date. He is also a member of the Advisory Council and the Board of Trustees of Fundação Faculdade de Medicina de São Paulo, the Superior Council for Legal and Legislative Affairs (CONJUR) of Fiesp and the Chamber of Mediation and Arbitration of Ciesp-Fiesp, Board Member of Instituto de Oncologia de São Paulo, Hospital Otavio Frias de Oliveira, and member of the Mergers & Acquisitions Committee (CAF) of B3. At Suzano, Antônio Meyer also performs as a member of the Remuneration Committee.
    • Claudio Thomaz Lobo Sonder: (i) since 2010, he has been Executive Vice President and, since 2018, he has been Chairman of the Board of Directors of Suzano Holding S.A., the company’s parent company; (ii) since 2002, he has been a member of the company’s Board of Directors (as Deputy Chairman since 2013); he is a member of the of the company’s Management and Finance Committee, People Committee and Remuneration Committee; (iii) since 2018, he has been Chairman of the Board of Directors; since 2010, he has been Executive Vice President of IPLF Holding S.A., a company controlled by the controlling shareholders of Suzano Holding and whose main activity is its stake in other companies; (iv) since 2010, he has been a member of the Board of Directors and the Superior Council of Instituto Ecofuturo – Futuro para o Desenvolvimento Sustentável; (v) since 2010, he has been a member of the Board of Directors of MDS, SGPS, SA (as of March 2018, Chairman of the Board of Directors), a company incorporated in accordance with the laws of Portugal and whose main activity is its stake in other companies; (vi) since April 2015, he has been a Director of Premesa S.A., a subsidiary of the Company whose main activity is the development of real estate projects, being responsible for the company’s management and strategic planning; (vii) since 2011, he has been a member of the Board of Trustees; since 2013, and member of the Executive Board; (viii) since 2018, he has been Chairman of the Board of Fundação Arymax, an association whose main activity is the promotion, support and development of activities related to social interests.
    • Daniel Feffer: (i) President of ICC Brasil; (ii) Deputy Chairman of the Board of Directors and member of the company’s Sustainability Committee; (iii) President of the Board of Trustees of Fundação Arymax, whose main activity is the defense of social rights; (iv) Chairman of the Steering Committee and Vice President of the Superior Council of Instituto Ecofuturo – Futuro para o Desenvolvimento Sustentável, whose main activity is the defense of social rights; (v) Chairman of the Board of Indústria Brasileira de Árvores (IBÁ); (vi) board member of Instituto Econômico para Desenvolvimento Industrial (IEDI); (vii) founding member of Conselho do Compromisso Todos pela Educação; (viii) member of Fiesp’s Strategic Council; (ix) member of the Brazilian Competitive Movement Council (MBC); (x) executive board member of ICC Global; (xi) President of the Intelligent Tech & Trade Initiative (ITTI).
    • David Feffer: (i) at Suzano, he is the Chairman of the Board of Directors, Coordinator of the Sustainability Committee and of the Management and Finance Committee, member of the Strategy and Innovation Committee and the People Committee; (ii) CEO of Suzano Holding S.A., a publicly-held company whose main activity is its stake in other companies; (iii) member of the Board of Directors and CEO of Polpar S.A., a publicly-held company whose main activity is its stake in other companies; (iv) CEO of IPLF Holding S.A., a privately-held company whose main activity is its stake in other companies; (v) CEO of Premesa S.A., a subsidiary of Suzano Holding S.A. whose main activity is the development of real estate projects. He is also a member of several social and cultural institutions, including: Chairman of the Board of Directors of the Alef-Peretz School; member of the Advisory Board of the Associação Beneficente Israelita Brasileira Hospital Albert Einstein; Vice President of the Steering Committee and President of the Superior Council of Instituto Ecofuturo – Futuro para o Desenvolvimento Sustentável; and Coordinator of the Nominating Committee of the Executive Board for Fundação Arymax.
    • Jorge Feffer: (i) Vice President of the Steering Committee and member of the Superior Council of Instituto Ecofuturo – Futuro para o Desenvolvimento Sustentável; (ii) member of the Board of Directors of Instituto Jatobás; and (iii) member of the Curator Council of Fundação Filantrópica Arymax. In 2015, he was the creator and sponsor of the Biblioteca Crítica Social, in partnership with Realizações Editora Espaço Cultural.
    • Maria Priscila Rodini Vansetti Machado: (i) member of the company’s Board of Directors, Strategy and Innovation Committee and Sustainability Committee; (ii) member of the Boards of Executive Directors of The International Center in Indianapolis, Indiana (The International Center), and of the Boards of Executive Directors of the Inter-American Dialogue, in Washington, D.C.
    • Nildemar Secches: (i) member of the company’s Board of Directors, Strategy and Innovation Committee, Management and Finance Committee, Eligibility Committee and Coordinator of the  People Committee; (ii) Deputy Chairman of the Board of Directors of WEG S/A, a publicly-held company whose main activity consists of the industrialization, production and marketing of industrial systems, machinery and equipment; (iii) Deputy Chairman of the Board of Directors of Iochpe-Maxion S.A., a publicly-held company whose main activity consists in the manufacture and distribution of engines, agricultural machinery, and equipment and components for the metallurgical, railway and automobile industries; and (iv) member of the Board of Directors of Ultrapar Participações S.A., a publicly-held company whose main activity consists of investing equity capital in commerce, industry, agriculture and services.
    • Rodrigo Kede de Freitas Lima: (i) member of the Board of Directors, Statutory Audit Committee (CAE) and Coordinator of the company’s Strategy and Innovation Committee; (ii) President of IBM’s Services Division in New York; (iii) member of the Advisory Council of Fundação Dom Cabral (FDC). Until 2017, he was Chairman of the Board of Directors of the Brazilian Institute of Finance Executives (IBEF) and the American Chamber of Commerce (AmCham).

     

    Among the responsibilities of the Board of Directors related to economic, environmental and social impacts, we have:

    • to establish the overall guidance on social businesses, always respecting the ethical values adopted by the community where it operates and, in particular, respect for human rights and the environment;
    • to approve the long-term global strategy to be observed by the company and its controlled companies, as well as the proposed strategy for the affiliates;
    • to deliberate on the establishment of an advisory council to advise the members of the Board of Directors, establishing the positions, remuneration and rules for the operation of that body.

    Strategy and Innovation Committee

    It has several external members, including executives from other industries, who contribute to the company’s reflection on its long-term vision and actions that promote innovation within the company.

    In 2019, the Strategy and Innovation Committee was composed as follows: Rodrigo Kede de Freitas Lima (Coordinator), Artur Noemio Grynbaum, Juliana Rozenbaum Munemori, Nildemar Secches, David Feffer, Maria Priscila Rodini Vansetti Machado and Marcelo Strufaldi Castelli.

    The Strategy and Innovation Committee is responsible for:

    • advising the company’s Board of Directors in the analysis of initiatives related to research and technological innovation in the forestry, industrial and management areas, in relation to new products and processes;
    • advising the Board of Directors in the fulfillment of its responsibilities related to the long-term strategy and planning;
    • make recommendations to the Board of Directors and monitor the implementation of policies, strategies and actions related to research and innovation within the company;
    • evaluating the company’s investment proposals from the perspective of innovation and making possible recommendations to the Board of Directors.

    Sustainability Committee

    Advises Suzano to think strategically in the future, including discussions on global and latent topics, and to what extent we can contribute to the transformation of specific scenarios, such as climate change.

    In 2019, the Sustainability Committee was composed as follows: David Feffer (Coordinator), Daniel Feffer, Clarissa de Araújo Lins, Philippe Marie Joseph Joubert, Fabio Colletti Barbosa, Haakon Lorentzen, Ronaldo Iabrudi dos Santos Pereira and Maria Priscila Rodini Vansetti Machado.

    The Sustainability Committee is responsible for:

    • advising the Board of Directors through analysis and recommendation on the inclusion of the dimension of sustainability in the company’s strategic positioning, as well as on the risks, opportunities and measures associated with social and environmental issues that may have a material impact on the business in the short, medium, and long terms;
    • advising the Board of Directors in the dissemination of the strategic concept of sustainability, aiming at achieving globally-accepted standards as a reference of excellence;
    • analyzing and making recommendations on long-term sustainability objectives, annually assessing their respective performances.
    • regularly analyzing the strategies, actions and projects associated with the company’s sustainability, assessing its effectiveness in relation to company positioning and objectives;
    • regularly assessing the actions and the quality of the relationship with stakeholders, as well as the evolution of its image and reputation, making recommendations in this regard.

    Management and Finance Committee

    Its purpose is to provide technical advice to the Board of Directors for best performance of its activities.

    In 2019, the Management and Finance Committee had the following composition: David Feffer (Coordinator), Murilo Cesar Lemos dos Santos Passos, Nildemar Secches, Claudio Thomaz Lobo Sonder, Walter Schalka and Marcelo Strufaldi Castelli.

    Among the roles of the Management and Finance Committee, we can highlight the following:

    • advise the Board of Directors in fulfilling its responsibilities in the areas of finance, budget and control, legal matters, new business, investments and formulation of corporate policies, when necessary;
    • monitor the results of the company, seeking to ensure adherence to the goals established in the Strategic Planning, Business Plan and Budget;
    • ensure preparation and formulation of specific corporate policies for the financial area.

    People Committee

    When assessing the organizational structure and the models for development, remuneration, succession and career practices, the People Committee looks to connect the profile of employees to the company’s long-term strategies and goals.

    In 2019, the People Committee was composed as follows: Nildermar Secches (Coordinator), Rodrigo Galindo, Fabio Coelho, Walter Schalka, David Feffer, Claudio Thomaz Lobo Sonder and Marcelo Strufaldi Castelli.

    The People Committee is responsible for:

    • analyzing human resources policies, structures and practices proposed by the Executive Board, based on best practices adopted by national and international companies, as well as the strategies and the context of opportunities and risks to which the company is exposed;
    • discussing the remuneration strategy, including salary and benefits policy, regular and extraordinary short and long term remuneration for the Company’s Directors and Board Members;
    • analyzing and issuing opinion on proposed salary adjustments and on variable pay goals of the Directors;
    • analyzing and issuing opinion, for the Board’s decision, on special conditions for hiring and terminating Executive Directors;
    • analyzing and permanently contributing to the evaluation and professional improvement processes of the Company’s Directors and Board Members;
    • monitoring and continuously contributing to the retention and succession plans of the Company’s Directors;
    • recommending actions that drive the desired organizational culture of performance, aligned with the company’s mission, vision and values, and focused on building sustainable results;
    • advising the Board of Directors for the identification, selection, monitoring, performance evaluation, and succession of the company’s CEO.

     

    The company’s Board of Directors is a one tier body.