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.
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.
Without prejudice to other competencies granted by the Board of Directors in specific minutes, the Technology and Innovation Committee will be in charge of advising the Board of Directors and the Executive Board.
The Company has a non-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.
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.
