Management and Governance - ESG - Bem Brasil

Management and Corporate Governance

Management and Corporate Governance of Bem Brasil

Professional management

At Bem Brasil, management is supported by the triad "People-Processes-Compliance,” and it is based on policies, risk matrix, and integrity program. To strengthen corporate governance, the company has a Board of Directors, which monitors compliance with the company's strategic planning and guidelines, in addition to ethics and ESG committees.

Here you can find our main management policies:

  • Internal Auditing
  • Commercial
  • Food Safety
  • Marketing
  • Human Relations
  • Environmental

Board of directors, shareholder composition and management

Governance structure

Bem Brasil's executive management is made up of the CEO and three boards: finance and administration, commercial, and operations. The Board of Directors (CA) has five members - the founders of Bem Brasil and the company's shareholders, and also independent advisors. The Board of Directors monitors compliance with strategic planning, company policies, risk matrix, and the Integrity and Compliance Program.


Shareholding composition

  • João Emílio Rocheto (Shareholder)
  • Celso Carlos Rochetto (Shareholder)
  • José Paulo Rocheto (Shareholder)

Board of Directors

  • João Emílio Rocheto (President of the board)
  • Celso Carlos Rochetto (Member)
  • José Paulo Rocheto (Member)
  • Sérgio Carvalho (Independent member)

Executive Board

  • Dênio Oliveira (President)
  • Célio Zero (Operations Director)
  • Klinger Vidal (Administrative/Financial Director)
  • João Ricardo Coleoni (Commercial Director)

Integrity Program

Bem Brasil Integrity Program is a tool to disseminate ethical and upright behavior among its collaborators and everyone maintaining a direct or indirect relationship with the company.

This tool enables to prevent, detect, and respond fairly to misconduct within and outside the organization, based on clear principles. It is also possible to foster actions aimed at security, credibility, and continuous improvement of processes and practices at Bem Brasil.

Integrity Program

At Bem Brasil we update the risk matrix to review corporate governance. Every area of the company is involved in identifying situations that should be on the radar and treated according to their criticality levels.

Mais Integridade Seal

For two years in a row, in 2021 and 2022, Bem Brasil was recognized as the Brazilian company with the best environmental sustainability practices, receiving Mais Integridade Seal.

Among these practices, we highlight management committed to people and the environment and initiatives placing sustainability as a focal point at all stages of the production process. Our core initiative is the Circular Economy Program, which seeks to transform and renew the linear economy culture, adding value to previously discarded products, and putting into practice consistent and sustainable cycles. No less important, water reuse, waste management, fertigation (fertilization conducted via irrigation), and composting are also measures conducted at Bem Brasil.

Created in 2018, the Mapa Integrity Seal (Ministry of Agriculture, Livestock and Food Supply), known as Mais Integridade Seal, aims at disseminating, recognizing, and rewarding integrity practices of agribusiness companies from the perspective of social responsibility, sustainability, ethics, and commitment to reducing fraud, bribery, and corruption practices.

100% Transparency Movement

Via Rede Brasil, Bem Brasil is officially one of the companies committed to the 100% Transparency Movement, an initiative of the UN Global Compact.

This is the first initiative encouraging corporate transparency, which aims at encouraging and enabling companies to go the extra mile, strengthening transparency and integrity mechanisms in prominent companies in the country. This helps to make them more resilient and a role model to other organizations operating in Brazil.

Compliance Policies

GOAL

This policy aims to describe the methodology, principles, and guidelines applied to the process of controlling and managing risks and opportunities identified by the Organization, enabling Management to have a systematic view of any actions, processes, or other variables that may impact the business, either positively or negatively. Furthermore, adopt practices that ensure the integrity of the SGSA and SOGI Management Systems.

PRINCIPLES

Add value and protect the corporate environment;

Support the decision-making process safely and reliably;

Consider human factors, internal and external issues, and interested parties' needs during the risk assessment process;

Be transparent and conclusive;

Defend security, ensure continuous process improvement, and maintain strong internal controls; and

Establish strategies aimed at risk mitigation and the prevention of undesirable effects, while ensuring opportunities are seized.

GOAL

This policy aims to describe the guidelines, practices, and behavioral standards adopted by Bem Brasil Alimentos employees, aiming to ensure compliance with Anti-Corruption Law No.12.846/2013.

PRINCIPLES

Inhibit illegal or corrupt actions in relationships with public entities, companies, or individuals associated with Bem Brasil Alimentos;

Ensure safety, reliability, and transparency in all procedures adopted by the company; and

Ensure the image of the organization.

GUIDELINES

According to Bem Brasil, internal corruption occurs when employees abuse their power to obtain personal benefits or undue advantages. This behavior can be manifested in various ways, such as illicit acts, bribery, embezzlement, influence peddling, nepotism, and money laundering, among others.

GOAL

This policy aims to establish the principles and guidelines adopted by Bem Brasil Alimentos in creating and defining procedures, as well as adopting practices that ensure ongoing monitoring of the organization's financial transactions. These actions are intended to identify and, most importantly, mitigate any risks related to money laundering.

PRINCIPLES

Implement procedures and establish expected standards of behavior for employees to prevent practices aimed at disguising or concealing the origin of illegally acquired financial assets or property (money laundering);

Implement practices and controls aimed at effective monitoring, as well as approve rules according to the authority levels established by the organization, regarding its financial transactions;

Establish verification routines to assess the security and reliability of information and financial transactions, aiming to identify deviations and, most importantly, mitigate potential risks;

Ensure reliability of all processes and documents that support financial transactions; and

Implement monitoring, recording, and evaluation procedures regarding practices adopted by customers, suppliers, and service providers, allowing the identification and mitigation of potential risks arising from money laundering.

GOAL

This policy aims to establish principles and guidelines to help Bem Brasil Alimentos employees and service providers identify the behavioral standards required by the company to ensure information security in compliance with the Code of Ethics, Standards of Professional Conduct, and the General Data Protection Law.

PRINCIPLES

Integrity: information must be maintained in its original state, aiming to protect it, during storage or transmission, against improper, deliberate, or accidental updates.

Confidentiality: access to information must only be obtained by authorized people.

Availability: only authorized users can access the information and corresponding assets.

GOAL

This policy aims to describe the guidelines and criteria related to Bem Brasil's communication process, establishing the channels used according to the target audience, and contributing to the fulfillment of the company's institutional mission. This document is a guiding and normative tool designed to systematize the company's communication actions, optimize its performance, and ensure the creation and maintenance of communication flows that facilitate interaction between Bem Brasil and its internal and external audiences.

PRINCIPLES

Integrity: ensure veracity and credibility of all disclosed information;

Transparency: passing on all relevant information to the corresponding audiences, clearly and truthfully;

Agility: communicate all information in a timely manner;

Simplicity: strive for a simple way of communicating, adjusting to all audiences;

Dynamic and educational communication: maintain dynamic and educational communication with audiences, always being aligned with the business's strategic goals;

Spread our culture: foster integration and communication among the areas, in a way Bem Brasil culture is spread, as well as ideology, norms, and procedures;

Ensure the institutional sphere pays attention to the users, as they contribute decisively to the consolidation of its image; and

Continuous improvement: identify and address communication needs continuously.

GUIDELINES

At Bem Brasil, there are two kinds of communication processes, namely: Internal Communication and External Communication. As defined by the company's Management, such processes are conducted in different areas, taking into account the differences in the target audience.

The Human Resources department is responsible for Internal Communication actions, aimed at reaching the company's internal audience, including employees, interns, apprentices, visitors, and service providers entering the premises at any of Bem Brasil units. The Marketing department conducts the external communications, as they are focused on customers, suppliers, stakeholders, society, and other business partners.

GOAL

This policy aims to describe the guidelines and minimum criteria that must be observed during the selection and hiring processes of third parties. Furthermore, establish which practices must be adopted to ensure effective monitoring and management of the services provided and their respective contracts.

PRINCIPLES

Ensure the image of the organization.

Prevent illegal practices or acts of corruption through relationships with service providers and other third parties maintaining a relationship with Bem Brasil Alimentos.

GOAL

This policy aims to describe the guidelines and minimum criteria that must be observed during the process of distributing Dividends and/or Interest on Capital of Bem Brasil Alimentos, following or in addition to the Corporation Law.

PRINCIPLES

Distribute profits to Shareholders in proportion to their shares in the company's capital;

Individualized payment of Interest on Capital, calculated on the equity accounts and proportionally to their shares in the company's capital;

Ensure the rights and interests of the company's shareholders.

GOAL

This document aims to define which criteria should be used in the processes of analyzing and conducting the actions proposed by Bem Brasil Volunteering. It also describes the steps and the people responsible for choosing, conducting, and monitoring such actions.

PRINCIPLES

The success of the Program, to a large extent, is ensured by the clear definition of the principles that govern it, as well as the commitment of each employee to comply with them. Such principles are:

  • People as the basis for the sustainable development of communities;
  • Knowledge sharing as a premise for contributing to volunteer work;
  • Solidarity as an attitude; and
  • Volunteer work as an exercise of citizenship.

GOAL

This policy aims to establish the rules, guidelines, and methods to be followed by Bem Brasil Alimentos employees regarding the payment of sponsorships, as well as defining the donation process.

PRINCIPLES

Prevent illicit or corrupt actions or fraud through relationships with public bodies, private companies, or people maintaining relationships with Bem Brasil Alimentos;

Have a positive impact on society by supporting education, sports, and culture, as well as developing actions against hunger and waste of food and resources in general;

Support the achievement of the United Nations' 17 Sustainable Development Goals (SDGs) whenever possible;

Ensure safety, reliability, and transparency in all procedures the company follows;

Ensure the image of the organization.

GOAL

This policy aims to describe Bem Brasil guidelines that foster the identification and resolution of possible conflicts of interest among the parties, whether they are real, potential, or apparent.

This policy complements the dispositions of the Code of Ethics and Standards of Professional Conduct and other policies that make up Bem Brasil Alimentos Integrity Program.

PRINCIPLES

Prevent actions where conflict of interests takes place;

Ensure security, reliability, and transparency to all procedures adopted by the Company, as well as regulate the criteria for negotiations;

Ensure the image of the organization;

Highlight how committed Bem Brasil Alimentos is to its Integrity Program, combating acts of corruption, specially the ones provided by the Anti-corruption law No. 12846/13;

GOAL

This policy aims to describe the guidelines established by Bem Brasil Alimentos regarding receiving and distributing gifts and giveaways, paying for hospitalities, corporate events planning, and participating in events organized by business partners.

PRINCIPLES

Prevent undue personal gains or advantages, rewards for signed negotiations, exchange of favors or benefits received through the relationship between Bem Brasil Alimentos employees and any related parties;

Ensure safety, reliability, and transparency in all procedures adopted by the company; and

ZEnsure the image of the organization.

GUIDELINES

At Bem Brasil Alimentos, giving and receiving gifts, as well as paying for hospitality when applicable, are courtesy actions inherent to the business. They represent tokens of kindness and appreciation and are appropriate when conducted with ethics and transparency.

When engaging with business partners and employees, Bem Brasil employees and managers must disclose the guidelines of this policy, avoiding any situations that could compromise their relationship.

GOAL

Define the procedures and protocols that must be adopted when a crisis or potential crisis is identified, as well as describe the management flow, to ensure a swift and effective response. It is also paramount to help reduce and/or eliminate situations that may negatively impact the company's integrity, image, profitability, and assets. Furthermore, facilitate communication with stakeholders and other involved parties, while clearly defining roles and responsibilities to ensure coordinated responses.

PRINCIPLES

General governance principles: transparency, responsibility, and accountability;

Prevention: acting is better than reacting.

Continuous improvement: strategic crisis and post-crisis management allow the organization to absorb the lessons learned from the crisis and improve its processes, controls, governance, and how the company's activities are carried out.

GOAL

This policy provides a guideline for Bem Brasil Alimentos, its managers, and employees. It is meant to show the best practices in conducting transactions with related parties, to ensure the Company's interests are aligned with transparency in processes, legal requirements, and best business practices of corporate governance.

PRINCIPLES

The principles of this policy aim to ensure safety, reliability, and transparency to all procedures adopted by the Company, as well as regulating the negotiation criteria carried out, which are:

  • Competitiveness: the prices and conditions of products or services when hiring related parties must be compatible with those practiced in the market (rates, terms, and warranties);
  • Compliance: the products and/or services provided must comply with the contractual terms and responsibilities practiced by Bem Brasil;
  • Transparency: contracts signed with the parties must be disclosed, when requested, in a complete, clear and objective manner;
  • Equity: fair and balanced transactions that ensure impartiality and respect for the parties' rights;
  • Commutativity: transactions with related parties that are considered valid and legitimate are those that create a win-win situation for both parties.

GOAL

This policy aims to establish the criteria used during the analysis and approval of projects sent to Bem Brasil Alimentos, in addition to describing the stages and those responsible for choosing, controlling, and monitoring projects and actions.

PRINCIPLES

Support and/or encourage serious projects whose main objective is to add value to society;

Ensure the image of the organization.

GUIDELINES

Through published legal provisions, the government authorizes companies to transfer to duly approved institutions, a part of the IRS, and the Tax on distribution of Goods and Services (ICMS) due, through incentives for actions/projects. The amounts transferred may be deducted if they comply with the percentage provided for in the legislation as described below.

GOAL

This policy aims to describe the guidelines observed by the Internal Audit Team when conducting its work. The expected standards of conduct, business specifics, and the focus on the security and reliability of information are considered, and most importantly, always mitigating any risks. When applicable, such criteria are also covered by specific standards and procedures, being published and made available to the entire organization.

PRINCIPLES

Integrity and ethics: Auditors must be honest and ethical to ensure reliability and confidentiality in their judgments and work.

Objectivity and independence: Auditors must not be influenced by their own interests or those of third parties when making judgments, and their reports must remain impartial.

Confidentiality: Auditors must respect the ownership of information and not disclose it without proper authorization.

Competence: Auditors must possess and apply the necessary knowledge, skills, and experience to perform the role of internal auditing.

Due diligence: Auditors must ensure their professional behavior is appropriate, avoiding any conduct that may discredit their work.

Professional skepticism: The auditor's ability to identify and respond to conditions that may show possible misstatement.

Judgment, consideration, and agility: The auditor must be agile in conducting their work, and judgments must be prudent, in addition to being directly linked to the application of the audit team's knowledge, skills, and experience.

Team and skills management: Audit team members must collectively possess the knowledge, skills, and competencies necessary to perform the work. This includes understanding and practical experience of the type of audit being performed, being familiar with applicable standards and legislation, understanding the company's operations, and being able to exercise professional judgment based on experience.

Auditors must maintain their professional competence through continuous professional development.

Documentation: Auditing documentation must include a strategy and plan. The procedures performed and evidence obtained must be recorded in such documents, as well as support the communication of audit results. The documentation must be sufficiently detailed to allow senior management to understand the nature, scope, and results of the procedures performed at the time, even without prior knowledge. Additionally, it should include the evidence obtained to support the audit conclusions and recommendations, as well as the reasoning behind all relevant issues needed for the exercise of professional judgment and the corresponding conclusions.

Communication: The audited sector must be kept informed on all work-related issues. This is the key to developing a constructive working relationship. Communication must include the obtaining of information relevant to the audit and making timely observations and audit findings available to management.

Relationship: The auditor must interact in a friendly and respectful manner with all departments, aiming to contribute to the company's positive environment.

Humbleness: The auditor must assume their responsibilities, without arrogance, hubris, or pride.

GOAL

Establish commercial guidelines to direct decisions in sales negotiations for the company's products, aiming for balance in achieving the best profitability for partners while ensuring the satisfaction of both partners and consumers.

PRINCIPLES

Reliability: the commercial team must behave ethically, respectfully, and collaboratively in all commercial relationships, as well as with the company's internal clients.

Credibility: the sales team must comply with agreements made with customers and always seek satisfaction in the quality of the product delivered, to generate credibility with the customer.

Trustworthiness: The sales team must always work with transparency and trustworthiness with clients, consistently conveying a realistic view of the company's current situation, including both improvements and challenges.

Search for Profitability: In the sales routine, the sales team must always strive for the best profitability, as this is the main focus for generating results and ensuring the longevity of the company.

Due diligence: the sales team must ensure appropriate professional behavior, avoiding any conduct that could harm the organization's image.

GOAL

Establish food safety policy following ISO 22000: 2018 and FSSC 22000 (version no. 5), as well as its objectives, indicators, and targets.

PRINCIPLES

Supply safe products to the market;

Meet or exceed customer expectations;

Comply with Food Safety legislation;

Comply with our customers' Food Safety requirements;

Communicate issues related to Food Safety throughout the production chain;

Continuously improve its Food Safety Management system.

GOAL

Integrate employees, suppliers, the community, customers, and the market into the company's communication axis. Its Mission, Vision, and Values must be reflected, and grounded in the foundation of truth, which is the original premise of Marketing as a tool to promote business. Business sustainability and relationships with stakeholders are the goal of such actions. In addition to complying with the actions carried out on the following streams: Sales, Advertising, Human Resources, External Communication, Internal Communication, Image, Brand Message, and Press Relations.

PRINCIPLES

  • The core role of Bem Brasil's Marketing department is to set a direction that aligns with the company's strategic planning, emphasizing sustainability, and guided by the company's values and the principles outlined in this policy.
  • The Marketing department at Bem Brasil relies on the following values: Flexibility, Excellence, Ethics and Character, Partnership, Merit, and Boldness.
  • The principles of the Marketing Policy were designed to project internal competence and point out paths of excellence to be followed. They are:

    1. Always focus on Bem Brasil's mission, vision, and values;
    2. Ensure the institutional image of Bem Brasil, its reputation, brands, and products identity;
    3. Establish quality, respectful relationships with employees, consumers, customers, partners, and suppliers, aiming for mutual benefits for all parties involved;
    4. Diversify the forms of relationships by encouraging dialogue and the exchange of experiences between the company, employees, clients, and consumers in the pursuit of satisfaction for all stakeholders;
    5. Meet the needs and demands of customers and partners, aiming at developing products and services in line with full sustainability and the company's strategic planning;
    6. Use research to consolidate its advertising and marketing instruments based on concrete and reliable data;
    7. Respect public spaces and citizens' rights to privacy and intimacy concerning advertising or marketing promotions;
    8. Encourage consistent marketing actions, always following the principles of socio-environmental sustainability and safety, and fostering the internal and external dissemination of these activities;
    9. Expand its markets by identifying new opportunities for customers and consumers, as well as for the company's growth;
    10. Stimulate free competition in a healthy way, and consider it a constant encouragement for innovation and the search for excellence for the benefit of customers and consumers;
    11. Act with respect for the environment, encouraging the rational use of natural resources, as well as considering the correct use of inputs and waste disposal;
    12. Repudiate any form of embarrassment and/or discrimination, dissemination of information that can be either misleading or abusive advertising communication, specially messages inciting violence and prejudice.
  • Social support through Incentive laws

    1. Bem Brasil seeks to contribute to the development of Brazilian society, supporting projects that benefit communities;
    2. Thus, it seeks to invest in education, value sport and national culture, as well as promote employee engagement with the community;
    3. Share the business intrinsic sustainability concepts that are part of Bem Brasil Alimentos' way of thinking and acting.
  • The principles and guidelines of social investment.

    Bem Brasil is a company that respects and contributes to cultural manifestations, believing in social partnerships as a way of exercising its commitment, as well as supporting projects that contribute to society.

    1. The principles that guide Bem Brasil's social investments are:

      • Contribute to the development of the communities where we live and work;
      • Contribute to education;
      • Contribute to sports;
      • Strengthen our region's culture.
    2. Bem Brasil invests in the following areas:

      • Education: Bem Brasil seeks initiatives that can contribute to improving education, through projects that complement school programs in the community of Araxá and surrounding areas;
      • Culture: Bem Brasil supports cultural projects that promote the appreciation of the regional culture within the Triângulo Mineiro region;
      • Sports: Bem Brasil values projects aimed at encouraging sports, especially when they refer to rescuing young people and children;
      • Environment: Bem Brasil encourages partnerships that foster education for sustainability and respect for the environment.
    3. The guidelines and evaluation criteria for supporting projects are:

      • Serve the areas of culture, education, sport, and/or environment;
      • Generate value for the community;
      • Assess the projects' feasibility;
      • Ensure legality, history, and the capacity for execution of the proposing institution;
      • Ensure diversity and creativity in the proposal;
      • Make costs and benefits compatible;
      • In the case of projects covered by incentive laws, ensure the respective public bodies grant the necessary approvals, presenting the specific documentation;
      • Provide information and documents necessary to understand the project within a specified deadline.

GOAL

This policy aims to outline the guidelines and criteria related to the processes conducted by the Human Relations department of Bem Brasil Alimentos, with a primary focus on attracting, developing, and engaging personnel. Furthermore, it is also shown which subsystems make up the structure of the department, aiming to ensure better results in people management.

PRINCIPLES

Integrity: Ensure the veracity and credibility of all processes and coherence between discourse and practice;

Simplicity: Strive for a simple way of interacting, serving all audiences with kindness;

Empathy: Maintaining an attitude of putting oneself in someone else's shoes, listening to opinions, and fostering an environment of greater understanding and collaboration;

Spread our culture: Foster integration and communication among the areas, in a way Bem Brasil culture is spread, as well as its ideology, norms, and procedures;

Constant improvement: Continuously spot and address the need for improvements in people management practices;

Impartiality: Act impartially in conflict management by allowing facts and actions to justify the position to obtain behavioral support for decisions;

Flexibility: Being open to change, adjusting behavior, and making any necessary modifications for excellent delivery;

Resilience: Adapting and balancing oneself to face adversity, being transformed and developed by it, and managing to overcome it;

Knowledge management: Identify and analyze available knowledge for the company's development, structure its management, and share acquired expertise resulting from performed activities.

GOAL

This policy aims to establish criteria and guidelines for environmental management throughout the production chain in line with the principles of sustainability, focusing on the management of environmental aspects and mitigating impacts for the entire organization.

PRINCIPLES

  • Commit to protecting the environment;
  • Meet legal and other applicable requirements;
  • Work on continued improvement and sustainable development to enhance environmental development;
  • Ensure efficient management of existing natural resources within the economic scope of sustainable development;
  • Prevent pollution;
  • Disclose socio-environmental results and commitments made by the organization;
  • Foster environmental education;