Corporate Governance – GRI Summary
Corporate Governance – GRI Summary
| Number of members | ||
| Board of Directors | Independent Board Members | 6 |
| Other non-executive directors | 8 | |
| Employee representatives | - | |
| Statutory Executive Board | Statutory Officers | 7 |
| Total | 21 | |
Board independence
Klabin’s Board of Directors comprises 14 standing members and 14 substitute members elected by the General Meeting. Of the 14 standing members, six (and their respective substitutes) are classified as independent in accordance with B3’s Level 2 listing requirements. The Board is responsible for setting the Company’s long-term strategic direction and overseeing key decision-making.
*Information presented in accordance with the Reference Form dated March 27, 2026, the Bylaws, and the Board of Directors' Internal Regulations.
| Regular board members: 14 members | Independent and/or non-executive | Gender | Cumulative years in office* | Participation in Klabin's Advisory Committees |
| Amanda Klabin Tkacz – Presidente | - | Female | 25 | - |
| Alberto Klabin | - | Male | 26 | - |
| Amaury Guilherme Bier | Yes | Male | 4 | Audit and Related Parties Committee |
| Celso Lafer | Yes | Male | 21 | - |
| Francisco Lafer Pati | - | Male | 25 | - |
| Horacio Lafer Piva | - | Male | 26 | - |
| Marcelo Mesquita de Siqueira Filho | Yes | Male | 3 | - |
| Mauro Gentile Rodrigues da Cunha | Yes | Male | 7 | - |
| Paulo Sérgio Coutinho Galvão Filho | - | Male | 26 | - |
| Roberto Diniz Junqueira Neto | Yes | Male | 1 | People and Culture Committee |
| Roberto Klabin Martins Xavier | - | Male | 23 | - |
| Roberto Luiz Leme Klabin | Yes | Male | 26 | Sustainability Committee |
| Vera Lafer | - | Female | 26 | - |
| Wolff Klabin | - | Male | 20 | People and Culture Committee |
| Substitute board members | Independent and/or non-executive | Gender | Cumulative years in office* | Participation in Klabin's Advisory Committees |
| Daniel Miguel Klabin | - | Male | 26 | - |
| Maria Silvia Bastos Marques | - | Female | 2 | - |
| Victor Borges Leal Saragiotto | Yes | Male | 3 | - |
| Paulo Roberto Petterle | Yes | Male | 3 | - |
| Antonio Sergio Alfano | - | Male | 5 | - |
| Henrique Guaragna Marcondes | - | Male | 1 | Sustainability Committee |
| Marcelo de Aguiar Oliveira | Yes | Male | 3 | Audit and Related Parties Committee |
| Tiago Curi Isaac | Yes | Male | 6 | - |
| Maria Eugenia Lafer Galvão | - | Female | 5 | Sustainability Committee |
| Célio de Melo Almada Neto | Yes | Male | - | - |
| Lilia Klabin Levine | - | Female | 26 | - |
| Marcelo Bertini de Rezende Barbosa | Yes | Male | 12 | People and Culture Committee |
| Luis Eduardo Pereira de Carvalho | - | Male | 7 | - |
| Pedro Silva de Queiroz | - | Male | 2 | Audit and Related Parties Committee |
*The average tenure of the current Board of Directors is 12.86 years, considering both regular and substitute members.
Average attendance at Board of Directors meetings:
In 2025, the regular members of the Board of Directors recorded an average attendance rate of 79% at meetings.
Minimum required attendance for Board of Directors meetings
In accordance with Article 16 of the Board's Internal Regulations, members are required to attend at least 75% of Board meetings and meetings of any committees on which they serve. This requirement supports the active and diligent performance of their duties, including reviewing the materials provided in advance of each meeting.
Non-Executive Chairman/Lead Director
In accordance with Article 17, Paragraph 1 of Klabin’s Bylaws, the Chair of the Board of Directors is elected by the Board from among the directors nominated by the Controlling Shareholder. The appointment follows the principle of rotation, although the Chair may be re-elected with the unanimous approval of all directors nominated by the Controlling Shareholder. The current Chair of the Board of Directors, Amanda Klabin Tkacz, does not hold an executive position within the Company.
Appointment and selection of board members
Members of the Company’s Board of Directors are elected either through a slate voting system or by cumulative voting, as applicable. Under the slate voting system, each shareholder may vote for only one slate, and the slate receiving the highest number of votes is elected. Alternatively, shareholders representing, in the aggregate, at least 5% of the Company’s voting share capital may request the adoption of cumulative voting, in accordance with Article 141 of Law No. 6,404/76 and CVM Resolution No. 70/22. In this case, members are elected individually, and each share carries a number of votes equal to the number of Board seats to be filled through the cumulative voting process. Shareholders may allocate their votes among one or more candidates at their discretion, and the candidates receiving the highest number of votes are elected.
Board Performance Evaluation
Since 2022, the Board of Directors has conducted a structured annual performance evaluation, alternating between internally led assessments and independent external evaluations supported by specialized consultants. The evaluation covers the Board’s leadership, strategy definition and monitoring, the effectiveness of its advisory committees, the quality of processes and materials, business oversight, the relationship with the Executive Board, and risk management. It also assesses the Board’s dynamics, composition, succession planning, and development.
The advisory committees also conduct annual self-assessments to evaluate their effectiveness, as well as the engagement and development of their members. The results are reviewed against applicable standards, leading governance practices, and market benchmarks, and are used to develop and implement action plans that support continuous improvement.
Compensation Policy and compensation-setting process
The Company's Compensation Policy aims to:
Align employees' interests with the Company's strategic objectives and the long-term interests of its shareholders.
Ensure that compensation is competitive and aligned with market practices.
Recognize and reward high-performing employees, fostering a merit-based culture and supporting talent attraction and retention.
Establish a compensation structure that reflects both the Company's short- and long-term performance and the individual performance of its executives.
The Company's fixed and variable compensation policies are applied equitably, without discrimination based on gender, race, religion, or any other factor unrelated to individual or corporate performance.
The short-term variable compensation plan is based on the achievement of financial, operational, and Klabin Sustainable Development Objectives (KODS) targets. The long-term variable compensation plan is linked to value creation and is measured through relative Total Shareholder Return (TSR) and economic performance, based on Return on Invested Capital (ROIC) relative to the Weighted Average Cost of Capital (WACC).
The compensation of the Statutory Executive Board is determined in accordance with the compensation policy approved by the Board of Directors and forms part of the aggregate compensation approved by the General Meeting.
All proposals for adjustments to fixed and variable compensation are reviewed by the People and Culture Committee and submitted to the Board of Directors for approval, ensuring a formal, transparent process aligned with corporate governance best practices.
Deferral of Short-Term CEO Bonus Compensation
The CEO's variable compensation is structured as follows:
The CEO may elect to defer up to 50% of their annual short-term incentive into the purchase of Company shares. Upon completion of a three-year vesting period, the Company grants a matching share award equal to the number of shares purchased by the CEO.
Share ownership requirements
Since 2022, Statutory Executive Officers and non-statutory executives have been subject to the Minimum Stock Ownership Policy, which is designed to align the interests of management with those of the Company's shareholders.
Under this policy, the Chief Executive Officer is required to acquire and continuously hold Company shares with a value equivalent to 30 times their monthly base compensation, calculated based on the compensation in effect at the end of each fiscal year. This corresponds to 2.5 times the CEO's annual base salary.
For Statutory Executive Officers and non-statutory executives, the minimum share ownership requirement is equivalent to 18 times their monthly compensation—whether fees or salary, as applicable—corresponding to 1.5 times their annual compensation.
Ratio between CEO and employee compensation
| Year | Median Employee Compensation | Ratio of CEO Total Annual Compensation to Median Employee Compensation |
| 2023 | R$ 77,640.67 | 214.2 |
| 2024 | R$ 56,004.31 | 471.7 |
| 2025 | R$ 77,512.69 | 289.57 |