Ethics, Governance and Transparency

Dialogue, transparency and active player in the participation and conduction of sector topics and topics of global interest that encourage commitments and cooperation agreements for sustainable development. Ensure the highest standards of corporate governance, aiming at full integrity and robustness of the company’s internal controls and processes and the ethical, integral and transparent conduct of all our stakeholders.

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  • Composition of the highest governance body and its committees and type of board

    Stakeholder Capitalism Metrics Dimension (WEF)

    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, consisting of five to ten members, elected by the General Meeting, which, among them, appoints the President and up to two Vice Presidents. The term of office of the Board of Directors is unified, with a two-year term, and the possibility for reelection.

    At least 20% of the members of the Board of Directors must be Independent Board Members, as defined in the Novo Mercado Regulation, and expressly registered as such in the minutes of the General Meeting that elects them, and the board member(s) elected under the provisions of paragraphs 4 and 5 of article 141 of Law 6,404/76 (Brazilian Corporation Law) are also considered independent.

    In 2020, the Board of Directors had 10 members, seven of whom were independent board members, with the following composition:

     

    • Ana Paula Pessoa (Board Member)
    • Rodrigo Calvo Galindo (Board Member)
    • Claudio Thomaz Lobo Sonder (Vice President)
    • Daniel Feffer (Vice President)
    • David Feffer (President)
    • Paulo Rogerio Caffarelli (Board Member)
    • Maria Priscila Rodini Vansetti Machado (Board Member)
    • Nildemar Secches (Board Member)
    • Rodrigo Kede de Freitas Lima (Board Member)
    • Helio Lima Magalhães (Board Member)

     

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

     

    • Ana Paula Pessoa: partner, investor and Chairwoman of the Board of Directors of Kunumi AI, a 100% Brazilian artificial intelligence company, with values and objectives that guide her investment choices. She is a member of the global board of Credit Suisse, in Zurich, of News Corporation, in New York, and of the Vinci Group, in Paris. She is passionate about improving diversity in companies and understanding how technology and social changes impact corporate cultures. Its volunteering activities focus on education initiatives and environmental concerns to ensure sustainable growth. She is also a member of the Global Board (GAC) of Stanford University, in California, of the Advisory Board of The Nature Conservancy Brasil, of the Audit Committee of Fundação Roberto Marinho and of the Instituto Atlantico de Gobierno, in Madrid. At Suzano, Ana Paula Pessoa also serves as Coordinator of the Statutory Audit Committee (CAE – Comitê de Auditoria Estatutário).

     

    • Claudio Thomaz Lobo Sonder: (i) since 2010, as Vice-Chief Executive officer and, since 2018, as chairman of the board of Suzano Holding S.A., the parent company of Suzano; (ii) since 2002, as a member of the Company’s Board of Directors (serving as Vice Chairman since 2013); he is a member of the company’s Management and Finance Committee, of the People Committee and of the Compensation Committee; (iii) since 2018, as Chairman of the Board of Directors; since 2010, as Vice-Chief Executive officer of IPLF Holding S.A., a company controlled by the controlling shareholders of Suzano Holding whose core business is holding interests in other companies; (iv) since 2010, he has been a member of the Board of Directors and of the Superior Council of the Ecofuturo Institute – Future for Sustainable Development; (v) since 2010, as a board member of MDS, SGPS, S.A. (as of March 2018, as chairman of the board), a company incorporated under Portuguese law whose core business is holding interests in other companies; (vi) since April 2015, as an executive officer at Premesa S.A., a subsidiary of the Company whose core business is developing real estate projects, where he is responsible for the company’s management and strategic planning; (vii) since 2011, he has been a member of the Board of Trustees; since 2013, he has been a member of the Executive Board; (viii) since 20118, as a president of the Executive Board of the Arymax Foundation, an association whose core activity is to promote, support and develop activities related to social interests.

     

    • Daniel Feffer: (i) President of ICC Brasil; (ii) Vice Chairman of the Board of Directors and member of the company’s Sustainability Committee; (iii) President of the Board of Curators of the Arymax Foundation, whose core activity is defending social rights; (iv) Chairman of the Board of Directors and Vice Chairman of the Superior Council of the Ecofuturo Institute – Future for Sustainable Development, whose core activity is defending social rights; (v) Chairman of the Board of Brazilian Tree Industry (IBÁ); (vi) Member of the Board of the Industrial Development Studies Institute (IEDI); (vii) Founding member of the board of Compromisso Todos Pela Educação (All for Education Commitment); (viii) Member of Fiesp’s Strategic Board; (ix) Member of the Board of the Competitive Brazil Movement (MBC); (x) Executive member of the Board of ICC Global; (xi) president of the Intelligent Tech & Trade Initiative (ITTI).

     

    • David Feffer: (i) At Suzano, he is 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 of the People Committee; (ii) Chief Executive Officer of Suzano Holding S.A., a publicly traded company whose core business is holding interests in other companies; (iii) member of the Board of Directors and Chief Executive Officer of Polpar S.A., a publicly traded company whose core business is holding interests in other companies; (iv) Chief Executive Officer of IPLF Holding S.A., closely held company whose core business is holding interests in other companies; (v) Chief Executive Officer of Premesa S.A., a subsidiary of Suzano Holding S.A. whose main activity is developing real estate projects. He also is a member of various social and cultural institutions, which include the following capacities: Chairman of the Board of the ALEF-Peretz School; member of the Advisory Board of Associação Beneficiente Israelita Brasileira Hospital Albert Einstein; Vice Chairman of the Board and Chairman of the Superior Council of the Ecofuturo Institute – Future for Sustainable Development; and Coordinator of the Arymax Foundation’s Executive Board Nominating Committee.

     

    • Maria Priscila Rodini Vansetti Machado: (i) member of the company’s Board of Directors, of the Strategy and Innovation Committee and of the Sustainability Committee; (ii) member of the Boards of Directors of the International Center in Indianapolis, Indiana (The International Center), and of the Board of Directors of the Inter-American Dialogue, in Washington, D.C.

     

    • Nildemar Secches: (i) member of the Board of Directors, of the Strategy and Innovation Committee, of the Management and Finance Committee, of the Eligibility Committee, and Coordinator of the company’s People Committee; (ii) Vice Chairman of the Board of Directors of WEG S/A, a publicly traded company that manufactures, produces and markets industrial systems, machinery and equipment; (iii) Vice Chairman of the Board of Directors of Iochpe-Maxion S.A., a publicly traded company that manufactures and distributes engines, agriculture machinery and equipment and components for the steel, rail and automotive industries; and (iv) member of the Board of Directors of Ultrapar Participações S.A., a publicly traded company that invests capital in the retail, industrial, agricultural and services sectors.

     

    • Rodrigo Kede de Freitas Lima: (i) member of the Board of Directors, of the 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 Board of the Dom Cabral Foundation (FDC). Until 2017, he was Chairman of the Board of Directors of the Brazilian Institute of Finance Executives (IBEF) and of the American Chamber of Commerce (AmCham).

     

    • Rodrigo Calvo Galindo: Chief Executive Officer of COGNA EDUCAÇÃO S.A. since January 1, 2011. He has been managing educational institutions for over 28 years. He was CEO of Kroton Educacional, Chief Operating Officer and Managing Director of Higher Education at Kroton Educacional, CEO of Grupo Educacional IUNI, Administrative Dean at the University of Cuiabá, and responsible for the management, accreditation and implementation of higher education institutions in the states of Bahia, Mato Grosso, Amapá, Acre, and Rondônia. Rodrigo Calvo Galindo is currently a member of the Board of Directors of Cogna, Burger King Brasil, Clínica SIM, and Endeavor and was a member of the Board of Directors of Arezzo.

     

    • Paulo Rogerio Caffarelli: Graduated with a degree in Law from PUC/Curitiba, with specialization in Foreign Trade (FAE/CDE Curitiba) and Law in International Trade (IBEJ Curitiba); he has an MBA in Corporate Law and Finance (FGV/RJ) and a master’s degree in Business Management and Economics (University of Brasilia). He has been President of Cielo S.A. since November 2018. He joined Banco do Brasil in 1995, and was Vice President of Wholesale, International Business, Private Banking and Capital Markets (BB BI) from 2011 to 2014. He served as President from May 2016 to October 2018. He was Executive Secretary at the Ministry of Finance from February 2014 to February 2015 and worked at Companhia Siderúrgica Nacional as Executive Corporate Director. In the last 5 years, he served, for a certain period of time, on the Board of Directors of the following companies: Banco do Brasil S.A.; Brasilprev; Elo Participações S.A.; Banco Votorantim; CBSS Visavale (Alelo); Vale; Brasilcap Capitalização, and Banco Votorantim; he was also a member of the Advisory Board of FEBRABAN – Brazilian Federation of Banks. He is currently a member of the Board of Directors of Cateno Gestão de Contas de Contas S.A.

     

    • Helio Lima Magalhães: Graduated with a degree in Electrical Engineering and Computer Science from The George Washington University (Washington DC/US) and has a postgraduate degree in Computer Science from Pontifícia Universidade Católica of Rio de Janeiro. He is currently Chairman of the Independent Board of Directors of Banco do Brasil S.A., appointed by the Ministry of Economy since June 2019, independent member of the Board of Directors of Companhia Melhoramentos de São Paulo since May 2019, member of the Board of Directors of UBS BB Investment Banking since October 2020, and member and former President (from 2012 to 2017) of the Board of Directors of the American Chamber of Commerce – AMCHAM Brasil (São Paulo). He served as President of Citibank Brasil (São Paulo) from 2012 to 2017. He was also (i) member of the Board of Directors of Cia Metropolitana Eletropaulo from 2018 to 2019, (ii) member of the Board of Directors of IRB RE Brasil from 2017 to 2018, (iii) member of the Board of Directors of Fundo Garantidor de Créditos from 2018 to 2019, (iv) member of the Board of Directors of the Brazilian Federation of Banks (FEBRABAN) from 2012 to 2017, (v) member of the Board of Directors and member of the Executive Committee of Brazil US Business Council (Washington/US) from 2012 to 2017; (vi) Chairman of the Board of Directors of Elavon do Brasil (Means of Payment Company) from 2014 to 2016.

     

    The duties of the Board of Directors related to economic, environmental, and social impacts include:

     

    • set the general guidelines for social business, always respecting the ethical values adopted by the community where it operates and, especially, the respect for human rights and the environment;
    • approve the long-term global strategy to be followed by the company and its controlled companies, as well as the strategy to be proposed for the affiliated companies;
    • decide on the institution of an advisory board to advise the members of the Board of Directors, establishing the positions, remuneration, and rules for the operation of that body.

     

    The Board of Directors is supported by the Fiscal Council, whose main objective is to inspect the actions of the administration; by the Executive Board, responsible for addressing the company’s strategic topics company; and by five other advisory committees. All committees rely on the participation of external members, providing a differentiated approach to the discussions. Learn about the committees:

     

    Strategy and Innovation Committee

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

    In 2020, the Strategy and Innovation Committee had the following composition: Rodrigo Kede de Freitas Lima, Artur Noemio Grynbaum, Juliana Rozenbaum Munemori, Nildemar Secches, David Feffer, Maria Priscila Rodini Vansetti Machado, Rodrigo Calvo Galindo, Fabio Coelho, and Marcelo Strufaldi Castelli (Coordinator).

    The Strategy and Innovation Committee is responsible for:

     

    • advising the company’s Board of Directors in analyzing initiatives related to technological research and innovation in the forest, industrial, and management areas, in relation to new products and processes;
    • advising the Board of Directors in fulfilling its responsibilities regarding long-term strategy and planning;
    • making recommendations to the Board of Directors and monitoring the implementation of policies, strategies, and actions related to research and innovation within the company;
    • evaluating the company’s investment proposals from an innovation standpoint and make possible recommendations to the Board of Directors.

     

    Sustainability Committee

    Assists Suzano in thinking strategically about the future, including discussions about global and latent topics and to what extent we can contribute to transforming certain scenarios, such as climate change.

    In 2020, the Sustainability Committee had the following composition: 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 sustainability dimension in the company’s strategic positioning, as well as on the risks, opportunities, and measures associated with social and environmental issues that could have a relevant impact on the business in the short-, medium- and long terms;
    • advising the Board of Directors in disseminating the strategic concept of sustainability, seeking to achieve globally accepted standards as a reference of excellence;
    • analyzing and making recommendations on long-term sustainability goals, assessing their respective performance on an annual basis.
    • periodically analyzing the strategies, actions, and projects associated with the company’s sustainability, assessing their effectiveness in relation to the positioning and goals;
    • periodically evaluating 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

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

    In 2020, 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.

    The duties of the Management and Finance Committee include 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 developing corporate policies, when necessary;
    • monitor the company results, seeking to ensure adherence to the goals established in the Strategic Planning, Business Plan, and Budget;
    • ensure the preparation and development of specific corporate policies for the financial area.

     

    People Committee

    By evaluating the organizational structure and the development models, compensation, succession, and career practices, the People Committee seeks to connect the employees’ profile to the company’s long-term strategies and goals.

    In 2020, the People Committee had the following composition: 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 the human resources policies, structures, and practices proposed by the Executive Board, in light of the best practices adopted by national and foreign companies, as well as the strategies and the opportunities and risks to which the company is exposed;
    • discussing the remuneration strategy, including the salary and benefits policy, regular and extraordinary short- and long-term remuneration, for the Company’s Directors and Board members;
    • analyzing and issuing an opinion on salary adjustment proposals and on the Executive Directors’ variable pay targets;
    • analyzing and issuing an opinion, for the Board’s decision, on special conditions for hiring and dismissing Executive Directors;
    • permanently analyzing and contributing to the professional evaluation and improvement processes of the company’s Directors and Board members;
    • continuously monitoring and contributing to plans for the retention and succession of the company’s Directors;
    • recommending actions that foster the desired organizational culture for performance, in line with the company’s mission, vision, and values, and focused on building sustainable results;
    • advising the Board of Directors in the identification, selection, monitoring, performance evaluation, and succession of the company’s Chief Executive Officer.

     

    Statutory Audit Committee

    The purpose of this committee is to ensure strict internal controls and good administrative practices in the company, as set forth in the bylaws.