Audit Committee

The Audit Commit was created on March 16th, 2007 and is an advisory body of the Company’s Board of Directors. It therefore continuously assesses the risk identification and internal control systems of the Company and its subsidiaries, as well as adopting control procedures for the risks to which they are exposed and evaluating the quality and effectiveness of risk-management decisions.

Executive Committee

The Executive Committee, created on April 12, 2010, is an advisory body for the Statutory Directors, a permanent body, and is responsible for analyzing scenarios and growth opportunities, proposing the strategic direction, coordinating the deployment of the corporate goals in sector goals and facilitating the process for monitoring the results. It is composed of members of the Non-Statutory Committee.

Ethics Committee

In 2013, the Ethics Committee was created, the purpose of which is to advise the Audit Committee in supervising the communications received through the Ethics Channel. The committee is permanent, and has ordinary monthly meetings and extraordinary meetings whenever necessary, and is responsible for the following:
• consider and issue reports on communications received through the Ethics Channel;
• monitor compliance with the corrective actions proposed by the areas;
• promote the disclosure and application of the Ethics Code throughout the Company;
• report to the hierarchical levels all of the cases that it considers relevant for the continuity of the business

Occupational Health and Safety Committee

In 2014, the Committee on Health and Safety was created. The Committee is permanent, with monthly and extraordinary meetings whenever necessary, and has the following competencies:
• Leading the Management Program of Excellence in OHS;
• Define and Manage the objectives and goals of the program and the units;
• Ensure compliance with strategic OHS programs.

Sustainability Committee

In 2015 a Sustainability Committee was created to advise the Executive Board on implementing the Company‘s sustainability practices. The Sustainability Committee is a standing committee that meets every six months and has the following responsibilities:

• Establish a sustainability policy for the Company.
• Manage the outcomes of working groups established for sustainability initiatives.
• Monitor the preparation of the Company‘s Annual Report.
• Annually benchmark the Company‘s sustainability practices against leading listed companies.
• Submit sustainability program proposals to the Executive Committee for consideration.

Image Management Committee

The Image Management Committee was created in 2017 and aims to develop a constructive
relationship with stakeholders through communications targeted to the press, as well as minimize negative impacts on the Company’s image as a result of crisis situations.

The Image Management Committee is responsible for:
• Monitoring the appearances of M. Dias Branco brands, especially the institutional brand, in the press and in communication vehicles;
• Resolving upon the Company’s position in the interactions with the press;
• Updating information about the Company in the channels of communication accessible to
stakeholders (website, social media, etc);
• Interacting with press, answering to the requests for information, as well as proposing themes for the press about the Company’s achievements.

Corporate Governance Committee

The Corporate Governance Management Committee was created in 2019 and is a permanent
advisory body to the Board of Directors, with the purpose of improving the Company’s internal controls and corporate governance mechanisms, keeping them in line with the applicable laws and best practices in the market. The Committee shall report directly to the Board of Directors, acting independently of the Company’s Board of Executive Officers. The body comprises three (3) members, elected by the Board of Directors on May 10, 2019, with a term of office of one (01) year, one of them being selected among the independent members of the Company’s Board of Directors.

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