The corporate governance of Athena Foods is aligned with the criteria set by the laws governing public companies in Chile. These are Ley de Sociedades Anónimas No. 18,046 and the requirements of the Comisión para el Mercado Financiero (CFMCMF), a decentralized public service, of a technical nature, endowed with legal personality and its own assets, which is related to the President of the Republic through the Ministry of Finance.

The Company’s Bylaws establish the norms for acting in the capital markets, define the composition of the Board of Directors, the responsibilities of the directors and the election of members for ordinary and extraordinary general meetings. The document also establishes that auditing of accounting, inventory, balance sheet and other financial statements shall be performed by an external auditing firm.

Having ethics and transparency as indispensable principles, the Company highlights in its Code of Ethics – Guide to Conduct, the obligation that everyone must exercise in the constitution of their daily work. This includes respect, courtesy, professionalism and compliance with the law, prohibiting any form of abuse, harassment, corruption and discrimination, and forbidding employees from performing activities that may constitute conflicts of interest. No employee, regardless of position or any other circumstance, has the authority to request or take any action contrary to the rules established in the document, nor to omit themselves in this regard. When they join the Company, or when there are updates to the rules of conduct, they must read and sign the terms of adhesion, as well as participate in training sessions regarding the subject.

To welcome suggestions, compliments and possible reporting of violations of its rules of conduct or current legislation, Athena has established Conexão Minerva, an ombudsman channel dedicated to serving internal and external audiences, ensuring anonymity and confidentiality of information. The implementation of this service has already been completed in Argentina. The remaining units located in Colombia, Paraguay and Uruguay will have the implementation process completed in 2020. The Company does not maintain a policy regarding retaliation. Confidentiality is a major factor in the success of the channel, which has recently received two reports in Argentina in 2019, which have been addressed and resolved during the year. 102-17

The Company also maintains a Global Policy for the Prevention of Conflicts of Interest whose guidelines are distributed to the employees of the corporate offices, coordinators, supervisors and all employees with administrative positions through the use of an online platform developed in the Fluig system. The Company adopts the premise that it is the duty of every employee to abstain from participating in any negotiations, hiring, approvals or management of third parties in situations that constitute or may constitute a conflict of interest. 102-25

Furthermore, it does not tolerate any act related to bribery or corruption and rejects any initiative connected to any process to hide or legitimize illicit financial resources. The guideline is expressed in the Code of Ethics – Guide to Conduct and the Global Anti-Bribery and Anti-Corruption Policy.

The internal control system consists of the mapping of processes and risks inherent to operational activities and the management of third-party risks. The phases of the compliance processes are related to the identification of risks, definition of requirements, structuring of evaluation, implementation of processes and controls, generating evidence, adjustments and retesting.

The organizational structure includes several support areas responsible for improving internal controls, advising and strengthening decisions and the activities related to internal risk management. The Ethics and Integrity Committee, the Executive and Risk Committee discuss decisions and measures that will be adopted. The Compliance area is responsible for preparing, disclosing and updating procedures that establish guidelines about the subject and regular compliance with administrative processes.

The Internal Audit unit is responsible for checking internal controls and their effectiveness. The Legal area is responsible for the agreement of contractual processes, establishing specific anti-corruption clauses in commercial contracts and their legal applicability. Finally, the areas of Sustainability and Integrated Management System (IMS) are responsible for the Food Safety, Social Responsibility, Occupational Health and Safety and Environmental chain.

103-2: Anti-Corruption

The governance structure of Athena Foods includes its own Board of Directors and Executive Board. Because its shareholder control is fully owned by Minerva Foods, strategic decisions are aligned with the committees and audit of the parent company.

Board of Directors
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The Board of Directors act as representatives of the shareholders and is responsible for defining business strategies, analyzing the impacts of the activities on society and the environment, aimed at perpetuating the Company and the creation of long-term value; protecting and enhancing its assets; periodically evaluate risk exposure and the effectiveness of the risk management systems, internal controls, and the system of integrity/compliance; to define the internal ethical principles and values and ensure the maintenance of transparency in its dealings with all stakeholders; to annually review the system of corporate governance in order to improve it, as well as monitor its observance.

It is composed of seven directors elected at the General Assembly for a three-year term, with re-election permitted. If a vacancy is opened during the term, the Council may elect a temporary director until the first ordinary general assembly is held or the entire composition of the body is elected.

Directors meet monthly and may be convened for an extraordinary session by determination of the chairman of the body, if requested by any member, provided the chairman consents or when the demand comes from an absolute majority of the directors. 102-23

Executive Board

The executive directors are appointed by the Board of Directors of Athena Foods and have, among their duties, to coordinate the internal organization, decision-making and day-to-day operations, in addition to the application of the general policies and guidelines established periodically by the Board. Athena’s bylaws require the Company to have at least one Executive Officer.

Currently, the Executive Board consists of two members, one Executive Director (CEO) and one Financial Director (CFO).

Board Advisory Committees

Risk Committee – Without being part of the Company’s constitutional structure, it analyzes the Brazilian and global economic environments, detecting their potential impacts on the operations and businesses of Minerva Foods, assisting the CEO and the Board of Directors in defining the hedge and financial policy.

Finance Committee – Its mission is to assist the Board of Directors in monitoring and evaluating the effectiveness of the financial policies applied, in the fulfillment of its responsibilities, including the issuance of recommendations on risks and mitigation strategies, with the objective of conferring greater efficiency and quality to decisions.

Strategic Investment Committee – It supports the Board of Directors in the analysis and issuance of recommendations regarding the proposals of strategic and business.

In 2019 the Company joined the Global Roundtable for Sustainable Beef, which aims to develop strategies in meat production, prioritizing natural sources, the community and animal welfare. With the purpose of keeping itself updated on multi-stakeholder discussions and to contribute to the sustainability of the meat supply chain. Additionally, the Company is a member of the Board of Directors of the Grupo de Trabalho da Pecuária Sustentável (GTPS); a member of the Mesa Paraguaya de Carne Sostenible (MPCS) and Mesa de Ganadería Sostenible of Colombia, in addition to being part of trade entities such as the Brazilian Beef Exporters Association (ABIEC) and the Paraguayan Chamber of Meat (CPC).

It is also a member of several pacts and commitments, among which the following are noteworthy the following multi stakeholder projects: Forest Conservation Agriculture Alliance, Alianza para el Desarrollo Sostenible, which is a paraguayan multi stakeholder alliance that promotes the adoption of sustainability practices on the meat supply chain. This alliance is formed by the following agencies: United States Agency for International Development (USAID), International Finance Corporation (IFC), World Wildlife Fund (WWF), Wildlife Conservation Society (WCS), Asociación de Municipios de Chaco Central, Cooperativa Neuland and Minerva S/A.

Awards and recognition

• Recognition Award Verde: Special mention for the efficient waste management and cleaning activities on the banks of the Paraguay River and of the Arroyo MBuricao, as part of the Revive project.

• Exporter of the Year Award: recognized in Paraguay as one of the country’s largest exporters, in the category beef.

• Certificate of Energy Efficiency, granted to the unit in Canelones, Uruguay, by the Uruguayan government’s Ministry of Industry, Energy and Mining.

Certifications

• BRC Food – Global Standard for Food Safety – The most stringent food production standard in Europe. Developed by the British Retail Consortium that sets quality and safety standards for food production.

• USDA Organic – U.S. Seal accredited by the U.S. Department of Agriculture (USDA), is designed to develop, maintain and expand access to products from various countries to the U.S. market.

• European Union Organic Logo – The objective of this seal is to make organic food and beverages recognizable, with a system of guarantees that are effectively understood by consumers.

• Professional Animal Auditor Certification Organization (PAACO) An institution that is internationally recognized, composed of five American organizations with experience in best practices and scientific knowledge in the meat industry. The certification confirms that the company has the best animal welfare practices and promotes the continuous improvement of its processes based on legislation such as the European Union Regulation 1909, the American Meat Institute (AMI) Protocol of the United States, and the European Union and Chilean Traceability Regulation.

• Hazard Analysis and Critical Control Point (HACCP) – ensures that all hazards considered significant in the production process are kept under control, ensuring the safety of the products marketed by the Company at all stages of the production chain.