Corporate Governance > Management and Board of Directors

Management and Board of Directors

Board of Directors

The board of directors (conselho de administração) and the board of executive officers (diretoria) are responsible for the operation of BrasilAgro’s business.

BrasilAgro’s board of directors is responsible for establishing its long-term strategies and setting its general business policies and guidelines.

According to BrasilAgro’s By-laws, its board of directors shall elect, amongst its members, a minimum of three and a maximum of four directors to compose the executive committee and three directors to compose the compensation committee. Additionally, the Company’s By-lawsallow its board of directors to create other committees or working groups with specific purposes, in addition to those already mentioned. These bodies are created for consultation purposes, being formed to advise and support BrasilAgro’s board of directors.

The Board is composed of nine members, of which three are independent. Below are the names of members and their respective biographies

Robert Charles Gibbins - Mr. Robert Gibbins is our Vice-chairman. He is Chief Investment Officer and Founder of Autonomy Capital. Prior to founding Autonomy Capital in 2003, he spent nine years as Head of Emerging Markets Proprietary Trading and as a European Government debt trader at Lehman Brothers. Mr. Gibbins started his career as a Fixed Income and FX derivative trader at JP Morgan. In 1992, he received a B.S. in Economics from the Wharton School at the University of Pennsylvania.

Fábio Schuler de Medeiros - Mr. Medeiros holds a degree in Veterinary Medicine from the Universidade Federal de Santa Maria, MSc and Ph. D. in Animal Production - Nutrition and Meat Quality from the Universidade Federal do Rio Grande do Sul. Mr. Medeiros also works in the coordination of the Brazilian Angus Association’s Certified Angus Beef Program, which has international accreditation of AUSQUAL, and as a consultant in Animal Production-Beef Cattle in farms.

David Alberto Perednik - David Alberto Perednik obtained a degree in accounting from University of Buenos Aires (Universidad de Buenos Aires). He has worked for several companies such as Marifran Internacional S.A., a subsidiary of Louis Dreyfus Amateurs where he worked as Financial Manager from 1986 to 1997. He also worked as a Senior Consultant in the administration and systems department of Deloitte & Touche from 1983 to 1986. He is also Chief Administrative Officer of Cresud, IRSA and Alto Palermo.

Alejandro G. Elsztain - Mr. Elsztain obtained a degree in agricultural engineering from University of Buenos Aires (Universidad de Buenos Aires). Currently he is chairman of Fibesa, chairman of Cactus Argentina, second vice-chairman of Cresud, second vice-chairman of IRSA and executive vice-chairman of Alto Palermo S.A. (APSA). He is also vice-chairman of Nuevas Fronteras and Hoteles Argentinos. He is also director of Emprendimiento Recoleta S.A. and IDBD Development Corporation Ltd., among other companies. Alejandro G. Elsztain is brother of Eduardo S. Elsztain. Saul Zang: Mr. Zang obtained a law degree from University of Buenos Aires (Universidad de Buenos Aires). He is a member of the International Bar Association and the Interamerican Federation of Lawyers (Federación Interamericana de Abogados). He is a founding member of the law firm Zang, Bergel & Viñes. He is chairman of Puerto Retiro S.A., first vice-chairman of IRSA, and vice-chairman of Alto Palermo S.A. (APSA), Fibesa S.A., and Cresud S.A.C.I.F. y A. among other companies. He is also director of Banco Hipotecario, Nuevas Fronteras S.A., IDBD Development Corporation Ltd., BACS Banco de Crédito y Securitización S.A., Tarshop S.A., and Palermo Invest S.A., among other companies.

Saul Zang - Saul Zang was the founder of the law firm Zang, Bergel e Viñes and the first vice-chairman of Cresud, IRSA, Alto Palermo S.A. - APSA and Shopping Palermo S.A., vice-chairman of Puerto Retiro e Fibesa and director of Banco Hipotecário S.A., Nuevas Fronteras S.A., Tarshop e Palermo Invest S.A. Mr. Zang received a degree in law from Universidad de Buenos Aires. Mr. Zang holds 15% of Consultores Asset Management, the company that renders advisory services to Cresud.

Isaac Selim Sutton - Mr. Isaac Selim Sutton holds a degree in economics from the Universidade de São Paulo (USP). He was an executive officer at the Safra Group’s holding company from 1994 to 2009, where he participated in several privatizations and investments, as well as joint ventures in several sectors. He is currently a member of the Fiscal Council of Bardella S.A. Indústrias Mecânicas. From 1995 to 2008, he was a member of the Board of Directors, Alternate to the Chairman of the Board and Coordinator of the Audit Committee, at Aracruz Celulose S/A. He has also served on the Boards of Bardella S/A, DPVAT S/A, Telenorte Celular, TIM Participações S/A, Veracel Celulose S/A, BR Properties S/A, Gevisa S/A and Celma S/A, and on the Fiscal Councils of TIM Sul, Têxtil Renaux and TIM Nordeste.

Gabriel Pablo Blasi - Mr. Gabriel Pablo Blasi holds a degree in business administration from the Universidad del CEMA (Centro de Estudios Macroeconómicos Argentino) and a graduate degree in finance from the Austral University in Argentina. He started his career in 1989 at Citibank, where he was as a Senior Trader for seven years. He then worked as treasurer at Buenos Aires Branch plc and at Lloyds Bank plc in Buenos Aires. Mr. Blasi has over 20 years of experience in investment banking and capital markets, having worked at Banco Río (BSCH). He was the manager of Rio Valores Sociedad de Bolsa, CFO of the Carrefour Group in Argentina and of Goyaique SACIFIA and former CFO of Cresud, IRSA and Alto Palermo. He is currently CFO of Banco Hipotecário S.A.

João de Almeida Sampaio Filho - Mr. João de Almeida Sampaio Filho, earned a degree in Economics from the Fundação Armando Álvares Penteado (FAAP) in 1987 and owns farms in the states of Paraná, São Paulo and Mato Grosso. He has served as President of the National Natural Rubber Commission of the Brazilian Confederation of Agriculture (CNA) and President of the National Rubber Sector Chamber. Nominated by President Fernando Henrique Cardoso as a member of the National Agricultural Policy Council, Mr. Sampaio was President of the Brazilian Farmers’ Association (SRB) between 2002 and 2007 and is currently the São Paulo State Secretary of Agriculture.

Eduardo S. Elsztain - Mr. Elsztain studied Economic Sciences at Universidad de Buenos Aires. He has been engaged in the real estate business for more than twenty years. He is the Chairman of the Board of Directors of Alto Palermo S.A. (APSA), Consultores Assets Management S.A., Arcos del Gourmet S.A., Cresud S.A.C.I.F. y A., BACS Banco de Crédito & Securitización, IRSA Inversiones y Representaciones Sociedad Anónima, Tarshop, E-Commerce Latina S.A. and Banco Hipotecario, among other companies. He is also Director of IDBD Development Corporation Ltd. He is Alejandro Gustavo Elsztain’s brother.

Top

Board of Executive Officers

The executive officers are responsible for the day-to-day management of BrasilAgro’s business implementing the resolutions of its board of directors.

BrasilAgro’s executive officers are elected by the board of director for one-year term and re-election is permitted. Executive officers may be removed at any time.

Currently, Management is composed of four Executive Officers, whose biographies are found below.

Julio Toledo Piza. Julio Toledo Piza graduated in Agronomy Engineering from the Escola Superior de Agricultura Luiz de Queiroz (ESALQ) of the University of São Paulo at Piracicaba and has an MBA in Administration and Finance from Columbia Business School in New York. In addition to 8 years of field experience as an agronomy engineer, he has spent the last 6 years at McKinsey and Company in São Paulo, where he held several important positions.

Gustavo Javier Lopez . Gustavo Javier Lopez joined Cresud in 1999 as budget manager. Since 2004, he has served as budget manager of IRSA. Mr. Lopez has also worked for the Argentine company Estancias Unidas del Sud as its budget analyst and as accountant for Loma Negra. He received an accounting degree from the Universidade de Buenos Aires. His business address is the same as our headquarters.

André Guillaumon holds a bachelor’s degree in Agricultural Engineering from the Luiz de Queiroz Higher School of Agriculture (ESALQ/USP) at Piracicaba. In 1996, he began his career at Fertibrás S.A., where he worked directly in preparing and implementing fertilizer production and sales strategies. Mr. Guillaumon also represented Fertibrás S.A. in technical forums, such as the 25th International Fertilizer Management Seminar (Chicago, USA) and at the Fertilizer Quality Commission (ANDA).

Diego Chillado Biaus holds a Licentiate degree in Agricultural Economics and Administration from the Agricultural School of the University of Buenos Aires and a MBA in Agribusiness from Universidad Austral. He has vast experience in the commercial area and in the grains market. He has also worked as Commercial Director at Cresud for eight years. He has international experience in Argentina, Bolivia and Paraguay. Mr. Chillado Biaus has also worked as trader at Granos del Paraná brokers and in the supply chain area.

Top

Fiscal Council

Under Brazilian Corporate Law, the Conselho Fiscal, or fiscal council, is a corporate body independent of the management and the company’s independent accountants. The primary responsibilities of the fiscal council are monitoring management activities, reviewing the company’s financial statements, and reporting its findings to the company’s shareholders. The fiscal council may be either permanent or non-permanent, in which case it will be created at the request of shareholders representing at least 10% of the voting shares to act by the first annual meeting held subsequently to its creation.
Under BrasilAgro’ bylaws, its fiscal council is permanent and composed of a minimum of three and a maximum of five members and their respective alternates.

Fabiano Nunes Ferrari - sitting member elected by the controlling shareholder. Graduated in Law from the Law School of the Pontifical Catholic University of São Paulo, is a partner at Suchodolski Lawyers, which operates in the areas of Commercial Law, International Law, Foreign Investments, Mergers and Acquisitions and Contracts. In corporate law operates in processes of acquiring control of companies or assets, due diligence, shareholder agreements, joint ventures and corporate restructurings. He worked at the law firm Bryan Cave LLP in New York. He is a member of the International Bar Association.

Daniela Gadben - alternate member elected by the controlling shareholder. Graduated in Law from the University of São Paulo, with a Masters in Law (LLM) from the London School of Economics and Political Science. Is the lawyer Suchodolski Advogados Associados, working in the areas of Corporate Law and International Law.

Gabriel Luiz Herscovici Junqueira - sitting member elected by the controlling shareholder. Graduated in Law and Master in procedural law from the University of São Paulo. He is an associate lawyer‘s office Suchodolski Lawyers, where it operates in the areas of International Law, Corporate Law, Civil Litigation, and with an emphasis on alternative methods of dispute settlement. He is an honorary member of the Association of Students of Arbitration - ABEARB since its founding.

Ivan Luvisotto Alexandre - alternate member elected by the controlling shareholder. Holds a Law degree from the Universidade de São Paulo (USP), a specialist degree in Accountability applied to Law from the Fundação Getúlio Vargas in São Paulo (FGV-SP), as well as a specialist degree in Information Technology Law from the Fundação Getúlio Vargas in São Paulo (FGV-SP). As a partner at Suchodolski Advogados Associados law firm in São Paulo, with extensive experience in corporate planning and consultancy, M&As, international agreements and transactions, he has assisted Brazilian and foreign companies in structuring their investments in Brazil and abroad. He is also the Legal Director of the Brazil-Israel Chamber of Commerce and Industry since 2010.

Débora de Souza Morsch - sitting member elected by the minority shareholder. Graduated in Civil Engineering and Administration from Universidade Federal do Rio Grande do Sul (UFRGS). Ms. Morsch has a specialist degree in Capital Markets from Associação dos Analistas e Profissionais de Investimento do Mercado de Capitais (Apimec-UFRGS) and in Construction Management from UFRGS. Ms. Morsch is a partner and diretor at Zenith Asset Management and at SOLIDUS S/A CCVM and has been a member of the board of Electro Aço Altona S/A and a member of the fiscal council of Encorpar S/A.

Marcelo Cruvinel Petto - alternate member elected by the minority shareholder. Graduated in Agronomy Engineering from the Escola Superior de Agricultura Luiz de Queiroz (ESALQ) of the Universidade de São Paulo at Piracicaba and has a specialist degree in Administration from Fundação Getúlio Vargas in São Paulo (FGV-SP). In 1996, he began his career at Bolsa de Mercadorias& Futuro (BM&F), where he worked as a trainee. Mr. Petto also worked at Credit Suisse Hedging Griffo S.A., Agrifirma Brasil Agropecuária Ltda. and Banco Original S.A. (previous Banco JBS S.A.), where he held several senior positions.