Councils, Committees and Boards

Board of Directors

Made up of five directors, two of which are independent, JSL’s Board of Directors (CA) is responsible for the overall guidance of the Company’s business. The board holds regular meetings four times a year, at the end of each quarter, along with extraordinary meetings whenever necessary. Decisions are made taking into account a majority of votes and stakeholders can make recommendations and suggestions to the Board through the Investor Relations area.

The diversity of profiles is essential as it enables the Company to benefit from the variety of opinions and from a more assertive and secure decision-making process. JSL’s Board of Directors is formed with a view to the diversification of knowledge and experience, which is continuously accumulated in different areas of activity and economic sectors. The Board of Directors’ current members have very substantial experience in a number of sectors, among which we can mention: Transportation and Logistics, Pulp and Paper, Hygiene and Cleaning, Food and Beverage, Construction, Retail, Technology and Civil Aviation. In addition, the diversity of ideas is guaranteed by the different academic backgrounds and professional experiences, among which we can mention: entrepreneurship, economic, administrative, accounting, consulting, tax, corporate and third sector. Therefore, the organization seeks to balance the stakeholders’ expectations with a continuous strengthening of the organizational skills.

The Board of Directors’ other duties include: controlling and overseeing the Company’s economic, social and environmental performance, assuming the role of guide in relation to the business’ strategies in order to maximize the return for shareholders; defining policies and designing strategies for conducting the business; leading the implementation of growth strategy and the general orientation of the business; authorizing operations that use derivative financial instruments and the contracting of financial mechanisms pegged to foreign currency; issuing securities; defining the Executive Board’s performance goals and its compensation; electing and/or dismissing the members of the Executive Board and overseeing the Executive Officers’ management, in addition to analyzing Management’s Report and its accounts.

Fernando Antonio Simões Chairman

Denys Marc Ferrez Board Member

Antônio da Silva Barreto Júnior Officer

Gilberto Meirelles Xandó Baptista Independent Board Member

Sylvia de Souza Leão Wanderley Independent Board Member

Fernando Antonio Simões Chairman

Is a businessman who has been working with the Company since 1981. He has been serving as the Company’s CEO since 2009. His last term of office started on 08/06/2018, and he took office on this same date. He is also a member of the Board of Directors and CEO of SIMPAR S.A., holding of the Company, of which Mr. Fernando Antonio Simões owns 54% of the shares.

Denys Marc Ferrez Board Member

Joined the company as an executive director in May 2008. He holds a bachelor‘s degree in business administration and a graduate degree in corporate finance. He worked as an investor relations officer at Redecard in 2008. Previously, he worked for 10 years in the treasury and investor relations department at Aracruz and for five years at PricewaterhouseCoopers. Joined the Company in 2008 as the Chief Financial and Administrative Officer. Since 2018, he has also been serving as the Executive Vice President of Corporate Finance and Investor Relations Officer.

Antônio da Silva Barreto Júnior Officer

Holds a bachelor’s degree in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation (EAESP-FGV). He began his career in the financial market in 2006, working with M&A and Private Equity transactions in an investment boutique. In 2009, while he was working at a U.S. Private Equity Fund, he took a job as New Business Manager in a company that invests in Renewable Energy (Ethanol and Biodiesel). From 2010 to 2018, he worked at the J&F Investimentos group, having held several positions, including M&A Officer. He joined the Company on August 5, 2019.

Gilberto Meirelles Xandó Baptista Independent Board Member

Holds a bachelor’s degree and a graduate degree in Business Administration from the Getúlio Vargas Foundation (FGV), a master’s degree in Retail from USP/FEA and a specialization degree in Business Management (Advanced Management Program) from the Dom Cabral Foundation and INSEAD, in France. He has been a member of the YPO organization for the last 8 years. He is currently a member of the Global Board of Directors of JBS S/A, a member of the Board of YPE, a member of the Board of Directors of Grupasso and the Chair of the Board of Directors of BenCorp and ClubSaude (Edeavour). He has gained extensive multidisciplinary experience in Finance, Controllership, Trade Marketing, Sales (Brazil and abroad) and Business Unit Management during his career, having worked at Vigor Alimentos S/A, where we worked as CEO (9 years), Natura S/A (2 years), BRF S.A (21 years) and Coopers & Lybrand (6 years).

Sylvia de Souza Leão Wanderley Independent Board Member

Marketing, Commercial, Operations, and Human Resources areas. She also acted as Vice-President of Marketing and Innovation at BRF. Currently, at TOTVS S.A., in addition to being an independent Board member, she is the Coordinator of the People and Compensation Committee. Since 2019, she has been a Board member at SODIMAC Brasil, a company of the Falabella Group.
Member of the Board of Directors of RaiaDrogasil S.A., where she also leads the People Committee, and member of the Strategy, Sustainability and Audit, and Risks Committees. Member of the Board of Directors and the People, Culture, and Governance Committee at Vivara Participações S.A., since 2020; member of the Board of Directors and Coordinator of the Strategy, Innovation, and Sustainability Committee of the Baumgart Group, since 2020; member of the Board of Directors and head of the People and Organizational Development Committee at Química Amparo Ltda (YPE), since 2021. Graduated in Social Communication, with an Executive MBA in Administration from COPPEAD- UFRJ, she also attended specialization courses at MIT – Massachusetts Institute of Technology – Sloan School of Management, and Dom Cabral Foundation.

Board of Executive Officers

The Chief Executive Officer, Executive Vice President of Corporate Finance and Investor Relations Officer, elected by the Board of Directors, meet up on a weekly basis and together make up JSL’s Executive Board, the main responsibility of which is to administer and operate the business by means of practical actions, in accordance with the guidelines laid down by the Company’s General Meeting or Meeting of the Board of Directors. In this way, the definitions of strategic planning, such as the financial results under the responsibility of management, the overall financial results, as well as the operational indicators are all taken into account.

Therefore, the Executive Board represents the general management of the business, prioritizing its operational, economic, social and environmental performance. The executive officers may undertake all operations and carry out all the acts necessary to achieve the objectives of their job positions, in accordance with the provisions of the Bylaws regarding the form of representation, the scope for the practice of certain acts and the general outlines of the business established by the Board of Directors. They are responsible for drawing up and monitoring strategies and targets, as a reflection of the decisions of the Board of Directors, as well as making decisions in relation to the investment of resources by compromising, waiving, assigning rights, acknowledging debts, making agreements or entering into commitments.

Name	Office	Election Date	End of Term
Ramon Peres Martinez Garcia de Alcaraz	Chief Executive Officer	03/15/2021	2 years
Has a degree in civil engineering with an emphasis on transportation from FEI, specializing in logistics from FGV, has extensive executive experience and deep knowledge of the sector, with 35 years in the field of transportation and logistics, having worked in several companies in the segment and creating one of the largest urban distribution companies in Brazil.
Guilherme de Andrade Fonseca Sampaio	Chief Administrative and Financial Officer and Investor Relations Officer	19/08/2020	2 years
Holds a bachelor’s degree in Business Administration from the Business School of the University of Pernambuco (FCAP²UPE). He began his career in 2004, in an International Chamber of Commerce, and, from 2007 to 2019, he worked at Ernst & Young (EY) in corporate transactions, focused on helping companies prepare to access the capital markets. During his time at EY, he gained experience in corporate finance, company valuation, technology, internal controls and corporate governance. He coordinated the IPO Expertise Centers and the Private Equity and Venture Capital sector of EY in Brazil. He joined the Company as General Strategic Planning and M&A Manager on September 11, 2019.
Antônio da Silva Barreto Júnior	Officer	19/08/2020	2 years
Holds a bachelor’s degree in Business Administration from the São Paulo School of Business Administration of the Getúlio Vargas Foundation (EAESP-FGV). He began his career in the financial market in 2006, working with M&A and Private Equity transactions in an investment boutique. In 2009, while he was working at a U.S. Private Equity Fund, he took a job as New Business Manager in a company that invests in Renewable Energy (Ethanol and Biodiesel). From 2010 to 2018, he worked at the J&F Investimentos group, having held several positions, including M&A Officer. He joined the Company on August 5, 2019.
Eduardo Pereira	Officer	19/08/2020	2 years
Has been executive officer since January, 2007. He holds a degree in business administration. He joined JSL in 2004. He worked for 14 years at Unidas Rent a Car, during seven of which he worked as a commercial manager on the national level. Previously, he also worked at Cia. Santo Amaro Ford for seven years as a branch manager. Mr. Eduardo Pereira joined the Company in 2004.
Samir Moises Gilio Ferreira	Officer	19/08/2020	2 years
Holds a bachelor’s degree in Accounting and a graduate degree in Corporate Finance. He worked at Deloitte Touche Tohmatsu for 11 years and, in the last 6 years, he was the Controller of International Meal Company. He joined the Company as Controller in March 2017.

Fiscal Council

Name	Office	Election Date	End of Term
Daniel Vinicius Alberini Schrickte	Sitting Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Daniel Vinicius Alberini Schrickte holds a bachelor’s degree in Economics from the FAE Business School and an MBA in Finance with emphasis on investments from FGV/SP. He is a founding partner and fund manager at CTM Investimentos, was a Board member at several publicly-held companies and is currently a member of the Board of Directors of Kepler Webber and the Fiscal Council of Energisa Mato Grosso.
Pedro Henrique Cardozo Ferroni	Alternate Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Pedro Henrique Cardozo Ferroni holds a bachelor’s degree in Agronomy from the State School of North Paraná (FALM), an MBA in Agribusiness Management from FGV/SP, and a post-graduate diploma in Capital Markets from the FAE Business School. He is currently a founding partner at CTM Investimentos, a consultant and a CVM manager.
Luciano Douglas Colauto	Sitting Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Luciano Douglas Colauto holds a bachelor’s degree in Business Administration from the Getulio Vargas Foundation (EAESP-FGV) and in Law from the Law School of the University of São Paulo (USP). He is currently a partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting company), which he joined in December 1991. He was a sitting member of the Fiscal Council of Nordeste Química S.A. – NORQUISA (a holding company in the petrochemical industry) between April 2003 and August 2004 and has been a member of the Fiscal Council of Tecnisa S.A. (a real estate company) since April 2008.
Luciano Almeida Prado Neto	Alternate Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Luciano de Almeida Prado Neto holds a bachelor’s degree in Business Administration from the Getulio Vargas Foundation (EAESP-FGV) and in Law from the Pontifical Catholic University of São Paulo (PUC/SP), and he is attending an undergraduate program in Accounting at Trevisan, expected to be completed by June 2021. He is currently a partner of the fiscal area of Salles, Franco de Campos, Bruschini Advogados, and has previously worked at his own practice and at Pinheiro Neto Advogados. He has been a sitting member of the Fiscal Council of CYRELA S.A. since 2019.
Márcio Álvaro Moreira Caruso	Sitting Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Márcio Álvaro Moreira Caruso holds a bachelor’s degree and a post-graduate diploma in Business Administration from the Getulio Vargas Foundation (EAESP-FGV). He worked as a consultant at Arthur Andersen (an audit firm) between October 1987 and April 1991, and is currently a partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting company), which he joined in 1992.
Marcos Sampaio de Almeida Prado	Alternate Member of the Fiscal Council	04/27/2022	Until ASM 2024
Mr. Marcos Sampaio de Almeida Prado holds a bachelor’s degree in Business Administration from the Getulio Vargas Foundation. For 35 years, he has provided corporate, fiscal and financial consulting services to medium-sized and large companies. In the last 15 years, he has been a managing partner at Almeida Prado, Paes, Caruso e Colauto Consultoria Empresarial Ltda. (a consulting company).

Committees

In order to support the Board of Directors on specific matters and ensure more consistent and responsible decisions for the Group, the committees below act directly submitted to senior leadership, with an advisory character:

It is a non-decision making committee, aiming at advising the Board of Directors on complying with its legal duties concerning the Company’s business sustainability. The Committee will report its activities to the Company’s Board of Directors through its Coordinator.

Without prejudice to other competencies granted by the Board of Directors in specific minutes or requests made by the Audit Committee, the Ethics Committee will be responsible for advising the Audit Committee, the Executive Board and those in charge of the Internal Controls, Risks and Compliance functions, pursuant to its internal regulations.

It is a non-decision making committee, aiming at analyzing the financial operations, recommending actions to improve financial management and monitoring the implementation of these measures, reporting the results to the Board of Directors based on the dates set by it. The committee reports its activities to the Board of Directors through its Coordinator.

The Company has a statutory Audit Committee linked to the Board of Directors. The Committee aims to advise the Board of Directors on the supervision of quality and integrity of the financial reports, the compliance with legal, statutory and regulatory rules, the adequacy of the processes related to risk management and the independent auditors’ activities, being regulated by its Internal Regulations, the Board of Directors’ decisions and the applicable legislation. The committee reports its activities to the Board of Directors through its Coordinator.