JBS | Manual of Ethical Conduct

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JBS | Company Policies

  • Trading Policy for Securities
  • Dissemination Policy For Material Information
  • Dividend Policy
  • Private Policy
  • Policy for Related Parties Transactions of the Company
Trading Policy for Securities
1.1 Introduction and General Principles

1.1.1 JBS is a public company committed to good corporate governance practices in the BM&FBovespa New Market, and concerned about securing high transparency and equal treatment standards with investors and the stock market at large.

1.1.2 The present document establishes the JBS Dissemination Policy for Material Information and the Securities Trading Policy, prepared in accordance with CVM Instruction 358/02.

1.1.3 The Dissemination and Trading Policies were approved by the Board of Directors and are rooted on the following basic principles: (a) compliance with the specific laws and regulations, as well as with the rules and regulations of the Securities Commission and other domestic and foreign regulatory bodies that JBS is subject to; (b) adoption of the best practices in the relations with the investors; and (c) transparency and equality of treatment with the investors and the stock market at large.

1.1.4 Knowledge and strict compliance with the Dissemination Policy and the Trading Policy are mandatory for all the Bound Persons. Any doubts regarding the provisions of the present Dissemination Policy and Trading Policy, the regulations enforceable by CVM or other domestic or foreign regulatory bodies that JBS may be subject too, and/or the necessity of disseminating or not a given piece of information to the public, are to be clarified with the Investor Relations Director.

1.1.5 All the Bound Persons, and those that may acquire such quality, are to formalize their accession to the Dissemination Policy and the Trading Policy by signing the Instrument of Accession to the Dissemination Policy and the Trading Policy, pursuant to the form shown in Annex.

1.2 Definitions

1.2.1 In the enforcement and interpretation of the terms and conditions contained in the Dissemination Policy and the Trading Policy, the phrases hereinafter listed shall have the following meanings:

"Controling Shareholders" Shareholder, or groups of shareholders bound by a shareholders´ agreement, or under common control, having the power to control JBS, under the S.A. law, if any.
"Administrators" Administrators and members of the Board of Directors, position holders or their alternates, of JBS.
"Stock Exchanges" BM&FBovespa and any other Stock Exchange or organized over-the-counter markets where JBS may hold such Securities as admitted for trading, in Brazil or overseas.
"BM&FBovespa" BM&FBovespa - Stock Exchange
"Audit Committee Members" Members of the Audit Committee, position holders and their alternates.
"Trade Contacts" Any person holding information on any material act or fact of JBS, especially those having some commercial, professional or trust relationship with JBS, such as independent auditors, securities analysts, consultants and any institutions pertaining to the securities distribution system.
"Accredited Brokers" Securities Brokers accredited by JBS to trade JBS securities through the persons subject to the present document JBS S.A.
"JBS" JBS S.A.
"CVM" Comissão de Valores Mobiliários
"Investor Relations Director" The JBS Director responsible for providing information to the investing public, to CVM and the Stock Exchange, among other attributions provided in regulations published by CVM, as well as managing and inspecting the application of the Dissemination and Trading Policies.
"Material Fact" Any controlling shareholder decision, deliberation of the JBS General Meeting or management bodies, or any other act or fact of a political and administrative, technical, legal, business or economic and financial nature occurring with, or relating to, the JBS affairs, that may affect in a significant manner (i) the price quoted for the Securities; (ii) the decisions of the investors to buy, sell or keep the Securities; or (iii) the determination for the investors to exercise any rights pertaining to their status as Securities holders. Are also considered as Material Facts the examples broken down in art. 2 of CVM Instruction #358, if they can produce any fo the above effects.
"Insider Information" Any Material Fact that has not yet been disclosed to the investor public.
"CVM Instruction 358/02" CVM Instruction #358/02 of January 03, 2002, providing for the dissemination and use of information on any Material act or fact concerning public companies, and also for the trading of securities issued by public companies sensitive to any material fact not disseminated to the market, among other matters.
"Bodies with Technical and Consulting Functions" JBS bodies created by JBS by-laws, with functions of a technical nature, or intended for counselling to JBS administrators.
"Bound Persons" JBS, when expressly stated, its Controlling Shareholders, whether direct or indirect, Administrators, members of the Audit Committee and of any other JBS Bodies with Technical or Counselling Functions, JBS employees and officers who, by virtue of their tenure or position in JBS, in subsidiaries or affiliated companies may have access to any Insider Information, as well as its Companies Controlled and/or under common control, their respective Controlling Shareholders, spouses, common law spouses, dependents included in their income tax return that may have expressly adhered to the Dissemination and Trading Policies and that be bound to the observance of the rules therein described. Shall also be considered Bound Persons any other persons that, in the JBS judgment, may be aware of Material Facts by virtue of their tenure, position or function at JBS, in companies controlled, associated or under common control, their spouses and dependents, direct or indirect.
"Securities" Any shares, debentures, subscription premiums, receipts (including those issued outside Brazil and secured by shares) and subscription rights, promissory notes, purchase or sale options, indices and derivatives of any kind, or any other securities or collective investment contracts issued by JBS, or referring thereto which, by statutory determination, are considered as securities.
3.1 Object and Scope

3.1.1 The object of the present Trading Policy is to restrain and punish the utilization of Insider Information for their own benefit by the Bound Persons in trading with JBS-issued Securities and enounce the guidelines that shall govern, orderly and within the limits established by the law, the trading of such Securities, under CVM Instruction #358/02 and the Insider policies of JBS itself.

3.1.2 Such rules are also to the effect of curbing the practice of insider trading (undue use for one´s own benefit or that of third party of Insider Information) and tipping (of Inside Information, in order for third party may benefit from such), preserving the transparency when trading JBS-issued Securities.

3.1.3 The rule of this Trading Policy defines the period during which the Bound Persons must abstain from trading JPS-issued Securities, so as to avoid any questioning with regard to undue use of Material Information not divulged to the public.

3.1.4 Further to the Bound Persons, the rules of the Trading Policy also apply to such cases as when the trading by the Bound Persons is carried out for their own benefit, directly and/or indirectly t through utilization, for example of:

  • (a) a company under their control, direct or indirect;
  • (b) third party with whom management, trust, financial assets investment portfolio agreements are maintained;
  • (c) attorneys in fact or agents; and/or
  • (d) spouses from whom they are not judicially separated, common law spouses and any dependents included in their annual income tax return.

3.1.5 The restrictions contained in the present Trading Policy do not apply to the trading carried out by investment funds of which the Bound Persons are quotaholders, as long as:

  • (a) the investment funds are not exclusive; and
  • (b) the trading decisions of the investment fund administrator are not susceptible of being affected by the quotaholders.
3.2 Trading Through Accredited Brokers
3.2.1 With the purpose of securing appropriate standards of trading for JBS-issued Securities, a system is hereby adopted where all the trading of JBS itself and the Bound Persons shall not be effected in any other manner than through the intermediation of the Accredited Brokers.
3.3 Restrictions to Trading

3.3.1 JBS and the Bound Persons shall abstain from trading their JBS-issued Securities during the periods in which the Investor Relations Director has determined prohibition of trading (´blocked Periods´). The Investor Relations Director Administrator of Policies is not bound to substantiate his decision to determine the blocked Period, which shall be treated confidentially by its addresses.

3.3.2 Prior to the divulgation to the public of a Material Fact under the Dissemination Policy, investment trading, counseling or assistance is precluded to such Bound Persons as are cognizant with such Material Fact and/or the date of divulgation thereof, and also when any public distribution of JBS-issued Securities is in progress.

3.3.3 Bound Persons shall ensure that their Commercial Contacts and those with whom they maintain any commercial, professional or trust relationship do not trade in Securities when they have access to any Insider Information. For such purpose, the Bound Persons shall spend their best endeavors in order that all those who access Insider Information execute the appropriate Instrument of Accession to the Trading Policy.

3.3.4 The preclusions for trading with Securities must be observed by the Bound Persons until dissemination of the Material Fact to the public. Notwithstanding, such preclusions shall be maintained, even after dissemination of the Material Fact, in the hypothesis where any eventual trading with Securities by the Bound Persons might interfere, to the prejudice of JBS or JBS´s shareholders, with the act or fact associated to the Material Fact. In such hypothesis, the Investor Relations Director shall release an Insider memorandum informing about the preclusion.

3.3.5 The Bound Persons are also precluded from trading with JBS Securities if they are aware of the existence of any material information of any other company not yet divulged and with potential to interfere with the quotation of the JBS Securities. Are included in this hypothesis the JBS Subsidiaries, Controlled Companies, Associated Companies, competitors, suppliers and clients.

3.3.6 Bound Persosns are prohibited to sell Securities before the expiration of ninety (90) days of acquisition, except with respect to sales of shares arising from exercising options to purchase shares, in accordance with plans approved by the General Assembly of JBS.

3.3.6.1 Upon request in writing containing the justification of the interested party, the Director of Investor Relations may exceptionally authorize a reduction in the time specified in paragraph 3.3.6 above, subject, in any case, the provisions of items 3.4.1 and 3.4.2 below.

3.3.7 The Bound Persons leaving their positions in the JBS administration prior to the divulgation of Material Facts originated during their tenure cannot trade in JBS issued Securities until:

  • (a) lapsing of the six (06) month time frame as counted from the date of their separation; or
  • (b) the divulgation to the public of the Material Fact. 3.3.8 JBS may set forth periods of non trading with Securities additional to those provided in the present Trading Policy, and shall immediately notify the Bound Persons accordingly.
3.4 Blackout Period
3.4.1 The bound Persons shall abstain from carrying out any trading with Securities irrespective of determination from the Investor Relations Director, as follows in the following instances:
  • (a) within the period of fifteen (15) days before dissemination of the quarterly (ITR) and annual (DFP and IAN) information required by CVM subject to the rules described in section 3.4.3 below, and / or (ii) preliminary financial data JBS;
  • (b) between the date of deliberation of the competent body to increase the corporate stock, distribute dividends and pay interests on equity, and the publication of the respective announcements or advertisements; and from the moment when they shall have access to the information relating to the JBS or the Controlling Shareholders intention to the effect of (i) changing the JBS corporate stock through share subscription; (ii) distributing dividends or interest on equity, bonuses in shares or their derivatives, or splitting; and the publication of the respective announcements and/or advertisements or informative publications; (iii) carry out a merger, total or partial split, merger or reorganization of JBS, or (iv) approving a program of acquisition or disposal of JBS issued shares by JBS itself; 3.4.1.1 - The prohibition in section

3.4.1. (a) above shall not apply to trading of Securities held by those who have concluded negotiations Plans Individual, since complied with the provisions of section 3.7.5 below.

3.4.2. - Concerning Bound Persons are prohibited:
  • (a) the acquisition of shares of JBS, the same day that the JBS, its subsidiaries, affiliates or other companies under common control, sell treasury shares, although it was option or mandate for the same purpose, and
  • (b) the sale of shares of JBS, the same day that JBS, its subsidiaries, affiliates or other companies under common control, to acquire treasury shares, although it was option or mandate for the same purpose.

3.4.2.1. - In order to ensure effective compliance with the prohibition in item 3.4.2, the Director of Investor Relations should establish and disclose to Bound Persons and Accredited Brokers, Blackout Periods of negotiations for the acquisition or disposal of shares, as if, during the days when JBS wishing to trade or keep open trading orders to issue shares of its own.

3.5 Preclusion from Acquiring Treasury Stock

3.5.1 The Board of Directors cannot deliberate on the acquisition of treasury shares during the period lapsing between the initial procedures and acts, until they become effectively public through a Material Fact, of any of the following events:

  • (a) transfer of equity control;
  • (b) incorporation, split up or split off, transformation or merger; or
  • (c) corporate reorganization.
3.6 Exceptions to Trading Restrictions

3.6.1 Subject to the restrictions laid out in this Trading Policy (especially those relating to the Blackout Period) and the regulation CVM 358, the bound persons may trade JBS-issued securities in the following hypothesis:

  • (a) with a long-term investment purpose, since observed the 3.3.6 item
  • (b) subscription, purchase or private trading with shares pegged to the exercising of a purchase option pursuant to share purchase plan approved by the JBS General Meeting;
  • (c) conduction by JBS of purchases subject matter of share repurchase programs for cancelling or holding in treasury; and
  • (d) as variable income application, received as participation in the result, in the acquisition of Securities.

3.6.2 Securities trading by Bound Persons during the periods of restriction to trading as provided in the present Trading Policy may be exceptionally authorized by the JBS Investor Relations Director, through request submitted in writing and justifying the need for trading.

3.7 Individual Trading Plans

3.7.1 The Bound Persons may have individual JBS-issued Securities trading plans, which shall be filed at JBS headquarter and submitted to the Investor Relations Director for examination of its compatibility with the provisions of the present Trading Policy (´Individual Trading Plans´).

3.7.2 - The Individual Trading Plans will only be approved by JBS if its contents not to use Proprietary Information for the benefit, directly or indirectly, should therefore be designed such that the decision to buy or sell can not be taken after knowledge of the information, eschewing the person holding the Individual Trading Plans to exert influence on the operation pending Fact undisclosed.

3.7.3 - Individual Trading Plans should also be stored for more than 30 days at the headquarters of JBS, indicating, approximately, the amount of resources that the person intends to invest or the number of securities that seeks to JBS acquire, the validity of the Individual Plan of Negotiation establish that the person not less than 12 (twelve) months, after which the interested party must submit a brief report on their development.

3.7.4 - Except upon request in writing containing the justification of parties concerned, JBS Securities purchased under the Plan Individual Trading may not be sold before 90 days from the date of purchase, according to the provisions of item 3.3.6 .

3.7.5. - In order ot not be applicable the blocking trading of JBS Securities set forth in item 3.4.1

  • (a) Individual Trading Plans must establish
    • (i) the irrevocable commitment of its participants to invest the values previously defined established the dates,
    • (ii) the inability to adhere to the Individual Trading Plans pending Act or not disclosed to the market and during the 15 days prior to the release of quarterly (ITR) and annual financial statements (DFP) and / or preliminary financial information,
    • (iii) the obligation to extend the commitment to purchase, even after the end of the period originally envisaged linking the participant's Individual Plan Trading, pending Act or not disclosed to the market and during the 15 days preceding the release of quarterly (ITR) and annual financial statements (DFP) and / or preliminary financial information, and
    • (iv) the obligation to reverse the JBS participants avoided any losses or gains earned in negotiations with the Securities JBS, due to possible changes in release dates of the quarterly information (ITR) and annual financial statements (DFP) and / or preliminary financial information, as determined by criteria defined in the Plan Individual Trading.

3.7.6 The Bound Persons must inform the Stock Exchanges of their Individual Trading Plans, in case they have them, as well as of the subsequent changes in, or non observance of, such plans.

3.8 Obligation to Indemnify

3.8.1 The Bound Persons responsible for non compliance with any provision contained in the present Trading Policy are in the obligation to refund JBS or any other Bound Persons, fully and without limitation, all the losses that JBS and/or any other Bound Persons may sustain and arising, directly or indirectly, from such non compliance.

3.9 Amendment

3.9.1 Any amendment to the present Trading Policy must be approved by the Board of Directors and informed to CVM and the Stock Exchanges.

3.10 Term

3.10.1 The present Trading Policy shall be effective on the date of its approval by the Board of Directors and shall so remain for an indeterminate term, until deliberation to the contrary.

3.11 Final Provisions

3.11.1 Any violation to the provisions of the present Trading Policy shall be subject to the proceedings and penalties legally appropriate, including any punishments provided by law, further to liability for loss and damage caused to JBS and/or third party.

3.11.2 Non authorized dissemination of Insider Information not publicly disclosed on JBS is harmful to JBS, and is strictly forbidden.

3.11.3 The Bound Persons, and those who may acquire such quality, shall not only execute or sign the Instrument of Accession in the form of Annex, but also execute the Statement after the form in Annex, in case of negotiations changing their equity stake by five percent (5%), and forward them to the Investor Relations Director.

3.11.4 Any violations of the present Trading Policy discovered by the Bound Persons shall be promptly communicated to JBS, through its Investor Relations Director.

Dissemination Policy For Material Information
1.1 Introduction and General Principles

1.1.1 JBS is a public company committed to good corporate governance practices in the BM&FBovespa New Market, and concerned about securing high transparency and equal treatment standards with investors and the stock market at large.

1.1.2 The present document establishes the JBS Dissemination Policy for Material Information and the Securities Trading Policy, prepared in accordance with CVM Instruction #358/02.

1.1.3 The Dissemination and Trading Policies were approved by the Board of Directors and are rooted on the following basic principles:

  • (a) compliance with the specific laws and regulations, as well as with the rules and regulations of the Securities Commission and other domestic and foreign regulatory bodies that JBS is subject to;
  • (b) adoption of the best practices in the relations with the investors; and
  • (c) transparency and equality of treatment with the investors and the stock market at large.

1.1.4 Knowledge and strict compliance with the Dissemination Policy and the Trading Policy are mandatory for all the Bound Persons. Any doubts regarding the provisions of the present Dissemination Policy and Trading Policy, the regulations enforceable by CVM or other domestic or foreign regulatory bodies that JBS may be subject too, and/or the necessity of disseminating or not a given piece of information to the public, are to be clarified with the Investor Relations Director.

1.1.5 All the Bound Persons, and those that may acquire such quality, are to formalize their accession to the Dissemination Policy and the Trading Policy by signing the Instrument of Accession to the Dissemination Policy and the Trading Policy, pursuant to the form shown in Annex.

1.2 Definitions

1.2.1 In the enforcement and interpretation of the terms and conditions contained in the Dissemination Policy and the Trading Policy, the phrases hereinafter listed shall have the following meanings:

"Controling Shareholders" Shareholder, or groups of shareholders bound by a shareholders´ agreement, or under common control, having the power to control JBS under the S.A. law, if any.
"Administrators" Administrators and members of the Board of Directors, position holders or their alternates, of JBS.
"Stock Exchanges" BM&FBovespa and any other Stock Exchange or organized over-the-counter markets where JBS may hold such Securities as admitted for trading, in Brazil or overseas.
"BM&FBovespa" BM&FBovespa - Stock Exchange
"Audit Committee Members" Members of the Audit Committee, position holders and their alternates.
"Trade Contacts" Any person holding information on any material act or fact of JBS, especially those having some commercial, professional or trust relationship with JBS, such as independent auditors, securities analysts, consultants and any institutions pertaining to the securities distribution system.
"Accredited Brokers" Securities Brokers accredited by JBS to trade JBS securities through the persons subject to the present document JBS S.A.
"JBS" JBS S.A.
"CVM" Comissão de Valores Mobiliários
"Investor Relations Director" The JBS Director responsible for providing information to the investing public, to CVM and the Stock Exchange, among other attributions provided in regulations published by CVM, as well as managing and inspecting the application of the Dissemination and Trading Policies.
"Material Fact" Any controlling shareholder decision, deliberation of the JBS General Meeting or management bodies, or any other act or fact of a political and administrative, technical, legal, business or economic and financial nature occurring with, or relating to, the JBS affairs, that may affect in a significant manner (i) the price quoted for the Securities; (ii) the decisions of the investors to buy, sell or keep the Securities; or (iii) the determination for the investors to exercise any rights pertaining to their status as Securities holders. Are also considered as Material Facts the examples broken down in art. 2 of CVM Instruction #358, if they can produce any fo the above effects.
"Insider Information" Any Material Fact that has not yet been disclosed to the investor public.
"CVM Instruction 358/02" CVM Instruction #358/02 of January 03, 2002, providing for the dissemination and use of information on any Material act or fact concerning public companies, and also for the trading of securities issued by public companies sensitive to any material fact not disseminated to the market, among other matters.
"Bodies with Technical and Consulting Functions" JBS bodies created by JBS by-laws, with functions of a technical nature, or intended for counselling to JBS administrators.
"Bound Persons" JBS,when expressly stated, its Controlling Shareholders, whether direct or indirect, Administrators, members of the Audit Committee and of any other JBS Bodies with Technical or Counselling Functions, JBS employees and officers who, by virtue of their tenure or position in JBS in subsidiaries or affiliated companies may have access to any Insider Information, as well as its Companies Controlled and/or under common control, their respective Controlling Shareholders, spouses, common law spouses, dependents included in their income tax return that may have expressly adhered to the Dissemination and Trading Policies and that be bound to the observance of the rules therein described. Shall also be considered Bound Persons any other persons that, in the JBS judgment, may be aware of Material Facts by virtue of their tenure, position or function at JBS, in companies controlled, associated or under common control, their spouses and dependents, direct or indirect.
"Securities" Any shares, debentures, subscription premiums, receipts (including those issued outside Brazil and secured by shares) and subscription rights, promissory notes, purchase or sale options, indices and derivatives of any kind, or any other securities or collective investment contracts issued by JBS, or referring thereto which, by statutory determination, are considered as securities.
2 Object and Scope

2.1 The object of the present Dissemination Policy is to discipline the use and dissemination of such pieces of information within JBS as, by their nature, may be classified as Material Fact, setting forth the rules and guidelines that must be observed by the Investor Relations Director and other Bound Persons as to the use, dissemination and preservation of secrecy in information that has not yet been disclosed to the public.

2.2 – Dissemination of Material Facts

2.2.1 It shall be incumbent on the Investor Relations Director to ensure that the Material Facts occurring with, or related to, the JBS businesses be disseminated to the market as provided in the specific rules and regulations and in the present Dissemination Policy, in a clear and precise manner, in such language as accessible to the investing public, as well as ensure its wide and immediate dissemination, simultaneous in all the markets where the JBS Securities are traded.

2.2.2 The communication of Material Facts to CVM and the Stock Exchanges must be made immediately, by a written document, describing with detail the acts and/or facts that have occurred, pointing out, as frequently as possible, the amounts involved and other clarifications.

2.2.3 The dissemination of Material Facts shall occur through the insertion of announcements in the major newspapers usually utilized by JBS, with the announcement possibly containing a brief description of the material information and showing the addresses in the worldwide web, where the detailed information must be available to all investors, actual or potential, with a minimum content identical to that addressed to CVM and the Stock Exchanges.

2.2.4 JBS may develop an on-line system for disseminating information to investors, forwarding Material Facts through the e-mail addresses of such persons as registered for such purpose in a database. Such divulgation system shall not be in substitution for any other means of disseminating the information provided in said Dissemination Policy and in the applicable laws.

2.2.5 As frequently as possible, the divulgation of any Material Fact shall occur prior to the opening or after the closing of the Stock Exchange transactions and, in case of time incompatibility with other markets, the working hours of the Brazilian market shall prevail.

2.2.6 Whenever a Material Fact is transmitted by any means of communication, including information to the press or at class entity meetings, investors, analysts or a selected public, in this country or abroad, the Material Fact shall be simultaneously divulged to the CVM, the Stock Exchanges and the investors at large.

2.2.7 The Bound Persons that may become aware of any information that may configure a Material Fact must contact, promptly and in writing, the Investor Relations Director, in order that he may in turn take the necessary measures to disseminate the information, pursuant to the law and the present Dissemination Policy.

2.2.8 The Bound Persons who may become aware of any Material Fact and discover an omission on the part of the Investor Relations Director in complying with his duty of dissemination for more than three (03) working days as of the written communication under Clause 2.2.7 above must immediately forward a written communication to Administrators in order that they may take the appropriate measures for divulging the information to the market and the competent authorities, if applicable. The responsibility of the Administrators and Bound Persons that may have had access to non divulged Material Facts shall only cease after the divulgation to CVM shall have occurred.

2.3. Exception to Immediate Divulgation

2.3.1 The Investor Relations Director may abstain to divulge a Material Fact in the event that he may contend that such disclosure would place JBS´s legitimate interests in jeopardy, it being his duty to divulge it immediately in the event that the information escapes control or any atypical oscillation occurs in quotations, prices or amounts of JBS securities traded.

2.3.2 The Investor Relations Director may request CVM to keep secret the information, and such request to CVM must occur through a sealed envelope with the inscription ´CONFIDENTIAL´ and addressed to the CVM President.

2.3.3 In the event that the Investor Relations Director would deem it necessary, he might submit the approval for keeping secret the Material Fact to the deliberation of the Administration and the Administration in turn, submit it to deliberation by the Board of Directors.

2.4 Responsibilities of the Investor Relations Director

2.4.1 Are responsibilities of the Investor Relations Director:

  • (a) to disseminate and inform CVM and the Stock Exchanges, immediately after acknowledging it, of any Material Fact occurring with, or relating to, the JBS affairs;
  • (b) to ensure wide and immediate dissemination of Material Facts simultaneously in the Stock Exchanges, as well as among the investor public at large;
  • (c) to supply to the appropriate bodies, when duly requested, any clarification additional to the dissemination of a Material Fact; and
  • (d) to follow up and check on the trading of JBS-issued Securities carried out by Bound Persons, with the purpose of finding out whether they have any knowledge of Insider Information and/or information that has to be divulged to the market.

2.4.2 - In the event of unusual fluctuation in the price or trading volume of securities of the Company, Investor Relations Officer shall inquire the Related Persons in order to ascertain whether they are aware of information that should be disclosed to the market.

2.5 Secrecy Duty and Other Duties of the Bound Persons

2.5.1 The Bound Persons must keep secret privileged information that have not yet been disclosed, which they access by reason of their job or the position they hold, until such time as such Material Fact are divulged to the Public, and also ensure that their subordinates, any third party on whom they rely, and the Commercial Contacts, also do so, being jointly liable with them in case of non compliance.

2.5.2 The Bound Persons must not discuss Material Facts in public places.

2.5.3 Insider Information cannot be discussed outside those who need to know it.

2.5.4 The Bound Persons also must:

  • (a) abstain from availing themselves of Insider Information to obtain, directly or indirectly, for themselves or for third party, any pecuniary advantages, including by purchasing or selling Securities issued by, or relating to, JBS;
  • (b) ensure that violation of the provisions of this article may not occur through direct or indirect subordinates whom they relies upon, being jointly liable with them in t e event of non compliance; and
  • (c) communicate to JBS the ownership and negotiations with, Securities issued by JBS, its Subsidiaries or the Controlling Shareholders, the latter two cases, since they are listed companies. The communication should include negotiations with derivatives or other securities referred to in the Securities issued by JBS or its Subsidiaries or Controlling Shareholders, the latter two cases, since they are listed companies. Such notification must occur within the period specified by CVM Instruction No. 358/02, comprising:
    • I – indication of the position before and after the negotiation during the period;
    • II – name and qualification of the holder, showing his inscription number in the Roll of Individual Taxpayers in the Ministry of Treasury (CPF);
    • III – amount, broken down by kind and class, in the case of shares, and other characteristics in the case of other Securities, further to the identification of their issuing company; and IV – form of acquisition or sell, price and date of the transactions.

2.5.4.1 - The JBS Investor Relations Director will be responsible for forwarding the information referred to in paragraph 2.5.4 (c) above to CVM and, if applicable, the Stock Exchanges within the period specified by CVM Instruction 358 .

2.5.5 Furthermore, the Bound Persons must inform JBS, CVM and the Stock Exchanges of any securities held by the spouse from whom the person is not judicially separated, his/her common law spouse, any dependent included in his/her annual income tax return, and of companies directly or indirectly controlled by such persons, in the same terms as in item 2.5.4. above.

2.5.6 Any violations of the present Dissemination Policy discovered by the Bound Persons must be immediately communicated to JBS, to the Investor Relations Director.

2.5.7 The Bound Persons who, inadvertently or without authorization, shall in any way communicate, personally or through third party, any Inside Information to any not bound person prior to its divulgation to the market, must inform such act immediately to the Investor Relations Director in order that he may take the appropriate measures.

2.5.8 The Bound Persons, considered individually or in groups representing one and the same interest, that would reach a stake directly or indirectly corresponding to five percent (5%) or above, of a kind or class of shares (or rights on shares) representative of the JBS corporate stock shall address to JBS a statement containing the information of art. 12 of the CVM Instruction #358/02.

2.5.9 - The Bound Persons shall also inform the transfer or cancellation of shares and other securities, or rights thereto, each time the holder participation in the type or class of securities in question reaches the percentage of 5 % (five percent) of the total of this type or class and each time such a holding would increase or decrease by 5% (five percent) of total species or class.

2.5.10 - In cases that the acquisition results in or has been performed in order to change the composition of the control or management structure of JBS, as well as in cases that the acquisition results the obligation to conduct a public offering in terms of CVM Instruction 361 of March 5, 2002, the acquirer will also promote the publication in the press, under item 2.2 above, notice containing the information specified in Article 12 of CVM Instruction No. 358.

2.5.11 - The JBS Investor Relations Director will be responsible for the transmission of the information, as soon as received by JBS, to CVM and, if applicable, to Stock Exchanges as well as for updating the Reference Form in the corresponding field.

2.6 Obligation to Indemnify

2.6.1 The Bound Persons responsible for non compliance with any provision contained in this Dissemination Policy and the specific laws and regulations, undertake to refund to JPS and/or the other Bound Persons, fully and without limitation, all the losses that JBS and/or the Bound Persons may incur and that may arise, directly or indirectly, of such non compliance.

2.7 Other Provisions

2.7.1 Any change in such Dissemination Policy must be approved by the JBS Board of Directors and be necessarily informed to CVM and the Stock Exchanges.

2.7.2 JBS shall formally inform the Bound Persons of the terms of such deliberation of the Board of Directors as shall approve or amend the Dissemination Policy, obtaining from such persons the respective formal accession through the Instrument of Accession, which shall be filed in the JBS principal place of business since the inception of the bond until no earlier than the end of the fifth year after his/her separation.

2.7.3 The listing of the Bound Persons, along with the respective qualification, showing job or function, address and number of inscription in the National Corporate Taxpayers´ Roll or in the National Individual Taxpayers´ Roll, shall be kept up to date at the JBS principal place of business, available to CVM.

2.8 Term

2.8.1 The present Dissemination Policy shall become effective on the date of its approval by the Board of Directors and remain in force for an indeterminate term, until deliberation to t The present Dissemination Policy shall become effective on the date of its approval by the Board of Directors and remain in force for an indeterminate term, until deliberation to the contrary.

Dividend Policy

The Brazilian Corporation Law and the Company’s By-laws require the Shareholders’ Ordinary General Meeting to be held up to April 30 of each year where the shareholders must, among other things, decide about the distribution of the annual dividends. All shareholders are entitled to receive the dividends on the date when the dividends were declared.

The Company’s shareholders will decide about the Board of Directors proposal to allocate the net income for the prior year. The Brazilian Corporation Law defines “net profits” for any fiscal year as net income for that fiscal year, net of any accumulated losses from prior fiscal years, income tax and social contribution taxes and any amounts allocated to the participation of its employees and management in JBS’ net profits in such fiscal year.

The JBS mandatory dividend is of at least 25% of the adjusted net income, under the terms of the Brazilian Corporate Law and the Company’s By-laws, determined in the unconsolidated financial statements. The yearly distribution of dividends, including dividends in excess of the minimum mandatory dividend, requires approval by a majority vote of the holders of JBS’ common shares and will depend on many factors. These factors include the Company’s results of operations, financial condition, cash requirements, future prospects and other factors deemed relevant by JBS’ board of directors and shareholders.

Private Policy

JBS’ Privacy Policy was created to reaffirm its commitment to the safety and privacy of information collected from the users of JBS’ interactive services. You may visit this website and get acquainted with the services the Company offers, read reports, obtain news and information without having to provide any personal information. However, should such be the case, this policy purposes to clarify how the Company collects and handles your personal data. Since this policy is subject to occasional updating, JBS advises it be regularly consulted.

  • 1. Any information provided by the users shall be collected and stored according to strict security and reliability patterns.
  • 2. Personal data provided by the users shall be collected through ethical and legal means. Such collection may have one or more targets about which users shall be informed.
  • 3. Users shall be advised that their data is being collected and they may choose whether they want to provide it or not, they will be further advised about the consequences of their decision.
  • 4. Unless a legal or judicial order is issued, information provided by users shall never be disclosed to third parties or used for purposes other than those for which it was collected.
  • 5. Access to collected information will be restricted to employees authorized to adequately use such data. Employees that unduly use such information, infringing JBS’ Privacy Policy, shall be subject to the penalties provided by its discipline procedure.
  • 6. JBS shall maintain the integrity of the information provided through this website.
  • 7. This website contains links or frames for other sites, which may or may not be JBS partners and allies. These links and frames are available merely in the hopes of providing yet another benefit to the users of this website. Note that including these links and frames does not mean that JBS has full knowledge, agreement, or responsibility for those frames and links or for their respective content. Therefore, JBS can not be held responsible for any type of damage caused by the use of the referred links and frames.
  • 8. JBS requires´ any third parties hired to perform support services to adhere to its privacy standards.
  • 9. If it is necessary, the Company may use cookies(*) to confirm your ID, personalize your access and to check the use of JBS’ website aiming at improving its navigating and functioning conditions.
  • 10. Other important information on the terms and conditions of use of this site is available on Terms and Conditions.

(*) Cookie: small archive put into your PC to keep track of moves within the websites, such as visits to homepages and advertisements.

Policy for Related Parties Transactions of the Company

1.         PURPOSE

1.1.      This Policy for Related Parties Transaction (“Policy”) establishes the procedures to be followed by JBS S.A. (“Company”) and its subsidiaries and affiliates, as well as their employees, managers and shareholders, involving transactions with related parties, ensuring the best interests of the Company, equality and transparency, in order to assure shareholders, investors and other interested parties, that the Company is in line with the best corporate governance practices and observes the provisions set forth in the applicable legislation, its Bylaws, the shareholders' agreement in force, the Brazilian Securities and Exchange Commission (“CVM”) and BM&FBovespa rules, as well as the Company's regulations regarding related parties transactions.

2.         DEFINITION OF RELATED PARTIES

2.1.      In accordance with the definitions established by Technical Pronouncement CPC No. 5 issued by the Accounting Pronouncements Committee and approved by the CVM, according to Deliberation No. 642/10, the following individuals and/or legal entities are considered as Related Parties to the Company:

a) those that directly or indirectly, through one or more intermediaries: i) control, are controlled by, or are under common control of the Company; or ii) hold an interest allowing it to exercise significant influence on the Company;

b) those affiliated to the Company, pursuant to Law No. 6,404/76, as amended (“Brazilian Corporate Law”);

c) those considered as key individuals, that is, who hold management positions at the Company, its subsidiaries or its controllers;

d) those who, in relation to any individuals referred to in items “a” or “c”: i) spouses or partners; ii) direct relatives (such as parents, grandparents, great-grandparents, children, grandchildren, etc) or indirect relatives (such as stepfathers, stepmothers, stepchildren in-laws, etc); and ii) os relatives up to the second degree, direct (such as siblings, etc) or indirect (such as in-laws, etc);

e) those controlled by any individuals referred to in items “c” or “d”;

f) those referred to in items “c” or “d” holding more than 10% (ten percent) of the capital stock; and

g) any entity that maintains a post-employment benefit plan for the Company's employees.

3.         MARKET CONDITIONS AND RELEVANT AMOUNT DEFINITIONS

3.1.      Market conditions: are those conditions observed during the negotiations, such as the principles of competitiveness (prices and conditions of service compatible with those on the market at the time of its provision); principles of compliance (adherence of the services provided to the contractual terms and responsibilities practiced by the Company, as well as the appropriate control on information security); and transparency (adequate reporting of the conditions agreed with the proper application, as well as their reflection on the Company's financial statements). Negotiations between Related Parties should be subject to the same principles and procedures that guide negotiations conducted by the Company and its subsidiaries and affiliates with third parties, always observing the best interests of the Company.

3.2.      Relevant Amount: transactions that reach an amount equal to or greater than R$100,000,000.00 (one hundred million reais) for a period of 12 (twelve) months, jointly or individually, will be considered Relevant Amount.

3.2.1.    The term “transactions” includes, among others: (a) the acquisition and sale of goods, properties and other assets; (b) provision or receipt of services; (c) leases; (d) transfers of assets, rights and liabilities; (e) rendering of guarantees, sureties, and securities; (f) assumption of commitments; (g) settlement of liabilities; and (h) lending concession of properties or furniture of any kind.

3.2.2.    Due to the financial consolidation of all direct and indirect subsidiaries in the Company's consolidated results, the following are not included in the term “transactions”: (a) loans and/or advances made in the normal course of business involving the Company and its subsidiaries without the corporate participation of third parties; and (b) transactions involving the purchase and sale of products in the normal course of business involving the Company and its subsidiaries without the corporate participation of third parties.

3.2.3.    Transactions with Related Parties are characterized by the transfer of resources, services or liabities between Related Parties, regardless of whether or not there is a value allocated to the transaction.

4.         FORMALIZATION OF TRANSACTIONS BETWEEN RELATED PARTIES

4.1.      Regarding transactions involving Related Parties and under the terms defined in this Policy, the following conditions must be observed:

a) transactions must be under Market Conditions and in accordance with the provisions established in this Policy and other practices used by the Company's management;

b) transactions must be executed in writing, specifying their main characteristics and conditions, such as: overall price, unit price, deadlines, guarantees, tax collection, payment of fees, license procurements, etc;

c) the reasons that led the Company not to contract with third parties, as well as the market conditions, must be expressly demonstrated;

d) transactions must be clearly disclosed in the Company's financial statements, in accordance with the materiality criteria set forth in accounting standards; and

e) transactions must have been previously analyzed by the Company's Related Parties Committee.

5.         GOVERNANCE STRUCTURE OF TRANSACTIONS BETWEEN RELATED PARTIES

5.1.      All transactions, regardless of their value, are analyzed by the Related Parties Committee.

5.1.1. In the events that: (a) the Related Parties Committee does not recommend the conclusion of a contract between Related Parties; and (b) transactions whose value reaches the Relevant Amount, such cases shall be submitted to the prior approval of the Company's Board of Directors, which shall expressly express its opinion on its contracting or not. The Board of Directors shall have access to the agenda of the meeting, as well as to all documents related to the transaction between Related Parties, including the analysis made by the Related Parties Committee, at least 7 (seven) days prior to the meeting of the Company's Board of Directors.

5.2.      The Related Parties Committee shall have its own internal regulations, which shall establish the guidelines for its operation, and its members shall be elected and dismissed at any time by resolution of the Board of Directors.

5.2.1. The members of the Related Parties Committee shall be appointed by the Board of Directors and shall have a maximum term of up to 2 (two) years, which may be renewed for an equal period of time.

5.2.2. The Related Parties Committee shall be composed of at least 4 (four) members, to be appointed by the Board of Directors, and shall consist of 2 (two) independent members (one independent member of the Board of Directors and one independent member of the Audit Committee) and 2 (two) members of the Company's management (one being the Company’s Statutory Director of Administration and Control and one member of the Company's business area involved in negotiating the contract with the related party to be selected at each of the Related Parties  Committee’s meeting).

5.3.      Pursuant to the Regulations of the Related Parties Committee, the Committee will only meet extraordinarily, whenever (i) necessary, as requested by the Company's Board of Directors, or (ii) a Related Parties contract is in the list to be sent by the Contract Team Management.

5.3.1. The Company's Contract Team Management shall send to the secretary of the Related Parties Committee a list of contracts being analyzed (“List of Contracts”) on a weekly basis, in order to verify that any negotiated agreement falls under the Related Parties concept.

5.4.      The other rules related to the structure and operation of the Related Parties Committee shall be defined in its internal regulations, which shall be approved by the Company's Board of Directors.

5.5.      Any member of the Related Parties Committee shall immediately communicate the Board of Directors of any acts and/or practices that he/she deems to be in disagreement with this Policy.

6.         IMPEDIMENT

6.1.      The Company's management shall respect the usual flow for the negotiation, analysis and approval of the Company's transactions and prior analysis of the Related Parties Committee, and shall not make interventions that influence the hiring of Related Parties in violation of such flow.

6.2.      If the Transaction between Related Parties is included in sub-item 5.1.1, as described above, that is, it requires approval by the Company's Board of Directors, in case any member of the Board of Directors is prevented from deliberating on the matter because of a potential conflict of interest, he/she should declare himself/herself impeded, explaining his/her involvement in the transaction and providing details of the transaction and the parties involved. The impediment shall be recorded in the minutes of the meeting of the Board of Directors that deliberates on the transaction.

7.         DISCLOSURE OBLIGATION

7.1.      Pursuant to CVM Instruction No. 642/10 and CVM Instruction No. 480, of December 7, 2009, as amended (“CVM Instruction No. 480”) (the latter where applicable), the Company shall disclose the Transactions with Related Parties, providing sufficient details for the identification of the Related Parties and any essential or non-strictly commutative conditions attached to the transactions in question, allowing the Company's shareholders the possibility of supervising and monitoring the acts of the Company’s management.

7.2.      The disclosure of this information will be made, clearly and precisely, in the explanatory notes to the Company’s Financial Statements, in accordance with applicable accounting principles. In addition to the disclosure, the Company also has the duty to promote the disclosure of the Transactions with Related Parties to the market, pursuant to Instruction No. 480, when applicable.

8.         ALIGNMENT BETWEEN THIS POLICY AND THE COMPETENT LEGISLATION

8.1.      This Policy originates from compliance with the requirements of CVM rules, the BM&FBovespa Novo Mercado Listing Rules and the Brazilian Corporate Law, especially regarding the duty of loyalty of the Company's management, and the abuse of voting and conflict of interest of shareholders.

9.         PENALTIES

9.1.      Violations of the terms of this Policy will be analyzed by the Company's Board of Directors, which will adopt the measures applicable to the Company's Related Parties involved in acts of violation of this Policy.

10.       GENERAL PROVISIONS

10.1.     To ensure the continuous evolution of the Company's practices, the Related Party Committee will periodically review this Policy. The Company's Board of Directors shall be responsible for approving any changes to this Policy, in accordance with the Committee's proposals.

10.2.     This Policy shall enter into force on the date of its approval by the Board of Directors and shall remain in force for an indefinite period, as well as the installation and operation of the Related Parties Committee, until the Board of Directors or the General Meeting (whichever is applicable) decides the opposite. 

Last updated on 2017-03-15T14:43:41
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