Corporate Governance

Board of Directors

Victor Matta Curotto

Victor Matta Curotto

Chairman

Businessman with over 35 years of experience in fishery, food processing and services. Founding partner of Pesquera María del Carmen, Pesquera Alfa and Exalmar (companies that merged giving origin to Pesquera Exalmar S.A.), Complejo Agroindustrial Beta and Empacadora Beta (companies currently merged into Complejo Agroindustrial Beta S.A.), Agrocítricos S.A., Alpine Perú S.A., and Compañía Hotelera El Sausal. Chairman of Pesquera Exalmar S.A., Complejo Agroindustrial Beta S.A., and Corporación Exalmar S.A.

Víctor S. Matta Dall’Orso

Víctor S. Matta Dall’Orso

Vice Chairman

Business Manager graduated from the University of Lima. He worked as Corporate Banking Assistant at Banco de Credito del Peru from 2003 to 2005. In 2005, he entered Pesquera Exalmar S.A.A. as Deputy Controller General until 2008. He works as Deputy General Manager since 2010, with functions related to the areas of Fleet Operations, Acquisition of Third-Parties Fishing, and Legal affairs. He is a member of the Board of Pesquera Exalmar since 2015.

Cecilia Blume Cillóniz

Cecilia Blume Cillóniz

Director

Lawyer graduated from the Pontificia Universidad Católica del Perú, with studies on Political Science and Public Services Regulation. During her career she has served the State of Peru in the Ministries of Energy and Mines, Economy and Finance, and in the Presidency of the Council of Ministers, being Chief of Staff three times. She has been director of several public companies from the electricity sector, Legal Manager of Osinergmin, member of the Indecopi Market Access Commission, director of CONITE, Chairman of the Electricity Legal Committee of SNMPE, and member of the Board of Directors of ProInversion. She worked as a lawyer in the Estudio Echecopar, professor of Business Law and teacher in the Energy Seminar at the Universidad Peruana de Ciencias Aplicadas, member of the Advisory Board for the Master in Public Management at ESAN university, Universidad Peruana del Norte, member of the Alumni Association Board of the Pontificia Universidad Católica del Peru, and Transparencia Civil Association. She is director of several national private companies, and columnist of papers such as El Comercio and Correo. She has been New Zealand Consul in Peru since 2010. Nowadays, she manages CB Consult S.A.C., a firm giving legal and economic consultancy services. She has been a member of the Board of Directors of Pesquera Exalmar since 2010.

Sergio Rodrigo Sarquis Said

Sergio Rodrigo Sarquis Said

Director

Graduated of commercial engineering from the Universidad Adolfo Ibañez de Chile in 1985. Currently, he is the Executive Chairman of BlumarSeafood. Previously, he was Chairman of Pesquera ITATA S.A., a company specialized in extractive fishing and salmon farming, which merged with Golfo in 2011 giving origin to BlumarSeafood. He is director of the Association of Fishing Industrialists ASIPES A.G. Region VIII, director of Sinergia Inmobiliaria S.A., and director of Agroindustrial Siracusa S.A. He also was Chairman of the Sociedad Nacional de Pesca de Chile – SONAPESCA (National Fisheries Society of Chile) and chief advisor of the National Council of Fisheries (business sector). He has participated in other businesses, such as olive oil industry, in Villa Prat, located in Maule Region – Chile. Likewise, he is also a member of the group of thirty businessmen of the first Business Advisory Council formed by the Universidad del Desarrollo (University for Development) in Chile. He has been a member of the Board of Directors of Pesquera Exalmar since 2011.

Andrés Muñoz Ramirez

Andrés Muñoz Ramirez

Director

Commercial Engineer in Business Administration from the University of Santiago de Chile in 1986, post-graduated in Administration and Business Management from the University for Development of Chile in 1995. Currently, he is Chairman of Financiera TFC. He worked since 1999 to 2011 at Interbank, being Executive Commercial Vice-President, responsible for opening the Representative Office in China. He developed the Corporate Finance area (Capital Markets and M&A) and was Executive Vice-president of Risks, being responsible for the acquisition of Banco Latino and restructuring the Loan Portfolio of the bank. He has experience in Housing Mortgage area at Interbank and was Director of URBI (Interbank Real Estate Group). Previously, he worked as Risk Manager – Company Admission, at Grupo Santander Peru. In 2008, he participated in KELLOG GRADUATE SCHOOL OF MANAGEMENT, The CEO’S Management (Illinois, July 2008). He was a visiting professor at the School of Economics for the course “Topics on Applied Economy”, at the University of Lima. He has been a member of the Board of Directors of Pesquera Exalmar since 2013.

Martín Ramos Rizo Patrón

Martín Ramos Rizo Patrón

Director

Graduated of Science and Electrical Engineering, and Management Science focused on Finance, at the Massachusetts Institute of Technology (MIT). He also has a Master degree in Electrical and Computing Engineering at that centre of studies. Since 2012 he has worked as investment professional with the international assets manager “The Rohatyn Group (TRG)”, managing the Private Equity Fund LAPEF, and participating in the strategic direction of the companies in his investment portfolio. Previously he was in the team of Corporate Finance and Investment Banking for Latin America Region at the Investment Bank Morgan Stanley, based in New York. Before he belonged to the group of Investment Banking and Corporate Finance, focusing on Technology Sector customers in the American market. He has been a member of the Board of Directors of Pesquera Exalmar since December 2015.

Cristian Celis Morgan

Cristian Celis Morgan

Director

Partner and founder of Australis Partners, an independent firm of management of private equity funds, focused on the countries of the Pacific Alliance, México, Colombia, Peru and Chile. Cristián began his career at Citigroup in 1991 as a member of the Corporate Finance team. For 10 years he accumulated valuable experience in M & A transactions and Debt for large Chilean and regional companies, both in local and international capital markets. Since 1998 his career has focused on private equity business. First, he contributed to the development of this business at local level (Chile); then, from 2001, he has been a member of the global private equity platform for emerging markets of Citi -CVCI (Citigroup Venture Capital International). As a part of his professional development in the business of private equity, he has participated in companies from different sectors such as: real-estate and construction, fishmeal and fish oil, non-metallic mining, telecoms and fiber-optic networks, breeding and export of salmon, energy, among others. Cristián is a Commercial Engineer graduated from the Pontificia Universidad Católica de Chile (1991) and obtained a Master in Finance from the London Business School (1996).

Board Committees

Committee of Corporate Governance
  • Directors

Víctor Matta Dall’Orso, Cecilia Blume, Rodrigo Sarquis 

  • President

Rodrigo Sarquis 

  • OBJECTIVE

Ensure compliance with the principles of Corporate Governance and evaluate actions for the adoption, monitoring and improvement of these practices.

  • MAIN FUNCTIONS
  • Evaluation of cases that may cause conflicts with minority shareholders.
  • To optimize the strategy for communicating with investors.
  • To monitor activities aimed to the dissemination of the standards adopted for Corporate Governance and preparing the Annual Report on Corporate Governance, activities in charge of the responsible of Investor Relations.
  • To monitor sources of conflicts of interest among management, directors and shareholders, and to propose mediation actions.
  • At least once a year, to validate the condition of independence of the Board members.
  • To monitor proper compliance with the Policy of Classification, Management and Dissemination of Information and Internal Rules of Conduct, so that the information is accurate, transparent, equitable, and timely.
  • To approve and follow-up the implementation of activities aimed to improve the Corporate Governance of the Company.
Committee of Audit
  • Directors

Víctor Matta Dall’Orso, Cristian Celis, Martín Ramos 

  • President

Martín Ramos 

  • OBJECTIVE

To assist the Board of Directors supervising the compliance with the monitoring responsibilities for:

• Adequate and reliable Financial Statements.
• Audit Process (internal and external).
• Monitoring of Internal control.
• Process of compliance with laws and regulations applicable to the industry.
• Compliance with the Code of Business Conduct and Ethics.

  • MAIN FUNCTIONS
  • To support the Board of Directors with an independent report on the audit, both the external and internal.
  • To monitor the implementation of the recommendations on the findings identified by the external and internal audit.
  • To check the main findings of internal and external audits, and to do recommendations.
  • To ensure the independence of judgment for the activity of external and internal audit.
  • To monitor the external and internal audit process; to align the work of both to cover all aspects and to avoid duplication.
  • To ratify the appointment of the internal auditor annually.
  • To select, monitor and dismiss external and internal auditors.
  • To monitor the processes of the Company in order to evaluate the inherent business risks.
  • To reinforce monitoring processes of the Company.
Committee of Designations and Remunerations
  • Directors

Víctor Matta Curotto, Víctor Matta Dall’Orso, Cecilia Blume 

  • President

Cecilia Blume 

  • OBJECTIVE

Provides support to the Board of Directors in the administration, interpretation and supervision of all remuneration aspects, including compensation, rises, benefits and incentives for key positions and personnel, as well as aspects related to the evaluation of candidates for Board members.

  • MAIN FUNCTIONS
  • To validate the annual analysis of salary structure of the Company versus the market according to the established criteria: sales, sector, industry, etc.
  • To monitor the implementation of such policy, salary structure, and compensations.
  • To set the profiles required for Board members and Board Committee members.
  • Evaluation of candidates for Board members, and designation and remuneration proposal.
  • To review and approve the policy, plans and programs of salary structure, as well as compensations and benefits for key positions and personnel.
Committee of Risks
  • Directors

Víctor Matta Curotto, Rodrigo Sarquis, Andrés Muñoz 

  • President

Andrés Muñoz 

  • OBJECTIVE

To do an adequate Integral Risk Management in the Company, ensuring the compliance with risk management initiatives and the construction of an internal environment that facilitates its development.

  • MAIN FUNCTIONS
  • To determine the "risk appetite" and the response to the main risks to which the Company is exposed.
  • To review the risk evaluation carried out by the Managers, as well as the management of them.
  • To review the evaluation of the Internal Control System of the Company, recommending changes or improvements thereof.
  • To evaluate and define the actions to be taken in relation to the recommendations of Internal Control issued by the external auditors as a part of the financial audit.
  • To promptly inform the Board on the effectiveness, applicability, and knowledge of the staff about the strategies, policies, processes and procedures established for Integral Risk Management.
  • To monitor the implementation of the strategy for Integral Risk Management.
  • To define guidelines, policies and structures for Integral Risk Management.
Committee of Finance
  • Directors

Martín Ramos, Andrés Muñoz, Cristian Celis 

  • President

Cristian Celis 

  • OBJECTIVE

Provides support to the Board in making investment decisions on the financial condition of the company and in compliance with contractual agreements (bonds).

  • MAIN FUNCTIONS
  • To present updated projections of results and their impact on existing contractual arrangements.
  • To present proposals and evaluations of investment alternatives.

Shareholders’ Meeting

2019

Shareholders’ Meeting 2019 26/03/2019

Annual Report

Shareholders' Meeting Agreements

Call to Shareholders’ Meeting 2018

Motions for Annual General Shareholders´ Meeting

Audited Financial Statements 2018

Annual Sustainability Report 2018

Annual Corporate Governance Report 2018

Model of letter for representation in Shareholder’s Meeting

Anual report 2018

2018

Shareholders’ Meeting 2018 27/03/2018

Model of letter for representation in Shareholder’s Meeting

Audited Financial Statements 2017

Annual Report 2017

Annual Sustainability Report 2017

Annual Corporate Governance Report 2017

Call to Shareholders’ Meeting 2017

Important Facts

2017

Shareholders’ Meeting 2017 28/03/2017

Annual Report 2016 (approved by the Shareholders’ Meeting)

Shareholders’ Meeting Agreements

Model of letter for representation in Shareholder’s Meeting

Motions for Annual General Shareholders´ Meeting

Annual Corporate Governance Report 2016

Annual Audited Financial Statements 2016

Sustainability Report 2016

Questionnaire of Corporate Governance 2016

Annual Report 2016 (not diagrammed)

Call to Annual General Shareholders´ Meeting

2016

Shareholders’ Meeting 2016 13/04/2016

Call to Annual General Shareholders´ Meeting.

Motions for Annual General Shareholders´ Meeting.

Annual Report 2015.

Annual Report 2015 (approved by the Shareholders’ Meeting).

Questionnaire of Good Corporate Governance 2015.

Regulations for Shareholders’ Meeting.

Annual Audited Financial Statements 2015.

Model of letter for representation in Meeting.

Presentation to the Shareholders’ Meeting.

Agreements: Important Fact N° 1.

Agreements: Important Fact N° 2.

2015

Shareholders’ Meeting 2015 13/04/2015

Shareholders' Meeting Agreements (Distribution of Dividends)

Shareholder Meeting Agreements

Call to Annual General Shareholders´ Meeting.

Model of Letter of Attorney.

Motions for Annual General Shareholders´ Meeting.

Annual Report 2014.

Questionnaire of Good Corporate Governance 2014.

Regulations for the Board of Directors and Committees.

Annual Audited Financial Statements 2014.

2014

Shareholders’ Meeting 2014 14/03/2014

Call to Annual General Shareholders´ Meeting (15.04.2014)

Motions for Annual General Shareholders´ Meeting (15.04.2014)

Model of Letter of Attorney (15.04.2014)

Call to General Shareholders´ Meeting (23.10.2014)

Model of Letter of Attorney (23.10.2014)

Motions for General Shareholders´ Meeting (23.10.2014)

2013

Shareholders’ Meeting 2013

Call to General Shareholders´ Meeting (January 14th,2013)

Call to General Shareholders´ Meeting 2012 (April 15th, 2013). See 2013

2012

Shareholders’ Meeting 2012

Call to General Shareholders´ Meeting (Apr 2012). See 2012

Call to General Shareholders´ Meeting (August 2012)

2011

Shareholders’ Meeting 2011

Call to General Shareholders´ Meeting (March 2011). See 2011.

Call to General Shareholders´ Meeting (Dec 2011). See 2011.

Corporate Documents

Policy for Prevention of Corruption, Money Laundering and Terrorism Financing

Statutes

Code of Ethics and Conduct

Internal Rules of Conduct

Policy of Classification, Management and Dissemination of Information.

Regulations of the Board of Directors

Regulations of the Shareholders’ Meeting

Minority Shareholders Procedure

2018

Procedure of Protection of Minority Shareholders – Relation of dividends not collected

2017

Procedure of Protection of Minority Shareholders – Relation of dividends not collected

2016

Procedure of Protection of Minority Shareholders – Relation of dividends not collected

2015

Procedure of Protection of Minority Shareholders– Relation of dividends not collected

2014

Procedure of Protection of Minority Shareholders– Relation of dividends not collected

Annual Report of Good Corporate Governance

2017

ANNUAL REPORT OF CORPORATE GOVERNANCE

Questionnaire of CORPORATE GOVERNANCE 2017

2016

Questionnaire of BGC 2016

ANNUAL REPORT OF GOOD CORPORATE GOVERNANCE

2015

Questionnaire of GCG 2015

ANNUAL REPORT OF GOOD CORPORATE GOVERNANCE

2014

Questionnaire of GCG 2014

ANNUAL REPORT OF GOOD CORPORATE GOVERNANCE 2014

2013

Questionnaire of GCG 2013

Certifications

OHSAS 18001:2007 ISO 140001:2004 GMP + B2 IFFO RS BASC COMERCIO SEGURO (BASC SAFE COMMERCE) FRIENDS OF THE SEA BRITISH RETAIL CONSORTIUM AC OMEGA 3/UE