UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 6-K
REPORT OF FOREIGN PRIVATE ISSUER
PURSUANT TO RULE 13a-16 OR 15d-16
UNDER THE SECURITIES EXCHANGE ACT OF 1934
For the month of February, 2020.
Commission File Number 001-38755
Suzano S.A.
(Exact name of registrant as specified in its charter)
SUZANO INC.
(Translation of Registrant’s Name into English)
Av. Professor Magalhaes Neto, 1,752
10th Floor, Rooms 1010 and 1011
Salvador, Brazil 41 810-012
(Address of principal executive office)
Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.
Form 20-Fx Form 40-F¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):¨
Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):¨
OPINION OF THE FISCAL COUNCIL
Dear Shareholders,
The members of the Fiscal Council of Suzano S.A. (“Company”), at a meeting held on February 12, 2020, in exercise of its legal and statutory attributions, examined the Management Report and the individual and consolidated financial statements of the Company and their respective Explanatory Notes, all related to the year ended December 31, 2019, accompanied by the PricewaterhouseCoopers Auditores Independentes audit report issued without qualifications, and having found these documents in accordance with applicable legal requirements, opined in favor of its approval by the General Meeting.
São Paulo, February 12, 2020.
Rubens Barletta
Member
Luiz Augusto Marques Paes
Member
Eraldo Soares Peçanha
Member
SUMMARIZED ANNUAL REPORT OF THE STATUTORY AUDIT COMMITTEE (“CAE”)
About the Committee
The CAE of Suzano S.A. is a statutory body set up in permanent operation established in April 2019, according to the best practices of corporate governance.
The CAE is composed of 4 (four) members with a 2 (two) year term. All members are independent, which 2 (two) of them are also members of the Board of Directors of Suzano S.A. Among the members of CAE, Ms. Ana Paula Pessoa, acts as coordinator and Mr. Carlos Biedermann, as financial specialist.
In accordance with its Internal Regulations, the CAE is responsible to ensure (i) the quality and integrity of the financial statements of Suzano S.A. (ii) compliance with legal and regulatory requirements (iii) the performance, independence and quality of the work of the independent audit companies and the internal audit (iv) quality and effectiveness of the internal control system and risk management. CAE's assessments are based on information received from management, independent auditors, internal auditors, those responsible for risk management and internal controls, managers of whistleblowing and ombudsman channels and in their own analysis resulting from direct observation.
PricewaterhouseCoopers Auditores Independentes is the firm responsible for auditing the financial statements in accordance with accounting practices adopted in Brazil and with the International Financial Reporting Standards (IFRS) as issued by the International Accounting Standards Board (IASB). The independent auditors are also responsible for the review of the quarterly reports (“ITRs”) filed with the CVM. The independent audit report reflects the results of their verifications and presents their opinion regarding the reliability of the financial statements for the year in accordance with the accounting principles issued by Federal Accounting Council (“CFC”) and International Accounting Standard Board (“IASB”), CVM rules and Brazilian corporate law. For the year ended December 31, 2019, the independent auditors issued an audit report without qualifications on February 12, 2020.
The internal audit work is performed by its own team. CAE is responsible for hiring and approval the internal audit plan, that implementation is monitored and guided by the Internal Audit Officer, directly linked to the Board of Directors. Furthermore, CAE develops its activities widely and independent manner, observing, mainly, the coverage of areas, processes and activities that present the most sensitive risks to the operation and the most significant impacts in the implementation of the Company's strategy.
Issues discussed by the Statutory Audit Committee
The CAE held 4 (four) meetings from April 2019 to February 2020. Among the activities performed during the year, it highlights the following:
| (i) | approval and monitoring of the Annual Work Program of Internal Audit and its implementation, including on the integration with other activities related to risk management and compliance; |
| (ii) | knowledge of the points of attention and the resulting recommendations of the Internal Audit, as well as follow up on the remedial measures taken by Management; |
| (iii) | monitoring of the internal control system as to its effectiveness and improvement processes, monitoring of fraud risks based on the manifestations and meetings with the Internal Auditors and the Independent Auditors, with the Internal Controls, Compliance and Ombudsman area; |
| (iv) | analysis of the Internal Controls certification process (Sarbanes-Oxley SOX) with Management and the Independent Auditors; |
| (v) | monitoring of the methodology adopted for risk management and the results obtained, according to the work presented and developed by the specialized area and by all managers responsible for the risks under their management, in order to ensure the disclosure and monitoring of the relevant risks for the Company. In 2019, the risk matrix was consolidated and will be reviewed on a periodic basis; |
| (vi) | analysis, approval and monitoring of the Annual Work Program of the Independent Auditors and its timely implementation; |
| (vii) | monitoring the process of preparing and reviewing Suzano's financial statements, the Management Report and the Earnings Release, through meetings with the management and the independent auditors to discuss the ITRs and the financial statements for the year ended December 31, 2019; |
| (viii) | monitoring of the whistleblowing channel open to shareholders, employees, issuers, suppliers and the general public, with Ombudsman's responsibility for receiving and investigating complaints or suspected violations of the Code of Ethics, respecting confidentiality and independence of the process and ensuring the appropriate levels of transparency; |
| (ix) | meetings with the current independent auditors of the Company, PricewaterhouseCoopers Auditores Independentes at several times, to discuss the ITRs submitted for its review and became aware about the audit report, containing the opinion on the financial statements for the year ended December 31, 2019, being satisfied with the information and clarifications provided; |
| (x) | attention to transactions with related parties, the criteria used to assess the fair value of biological assets and the criteria adopted in other accounting estimates in order to ensure the quality and transparency; and |
| (xi) | monitoring of systems integration projects for SAP unification that occurred during 2019. |
Conclusion
The members of the Company's CAE, in the exercise of their legal attributions and responsibilities, as well as those provided by the Committee's Internal Rules, proceeded to the examination and analysis of the financial statements, accompanied by the audit report containing an audit opinion without qualifications from the independent auditors , the Management's annual report and the proposed allocation of the result, all related to the year ended December 31, 2019. Considering the information provided by the Company's Management and the audit examination conducted by PricewaterhouseCoopers Auditores Independentes, recommend, unanimously, the approval by the Company's Board of Directors of the documents mentioned above.
São Paulo, February 12, 2020.
Ana Paula Pessoa
Audit Committee Coordinator
Carlos Biedermann
Financial Specialist
Rodrigo Kede de Freitas Lima
Member
Marcelo Moses de Oliveira Lyrio
Member
STATUTORY AUDIT COMMITTEE OPINION
In the exercising of its legal and statutory attributions and in compliance with the requirements of item IX of article nº. 25 of CVM Instruction 480/09, Suzano’s Audit Committee has examined the consolidated financial statements for the year ending December 31, 2019, the Management Report and the audit report issued without qualifications by PricewaterhouseCoopers Auditores Independentes
There were no instances of significant divergences between the Company, the independent auditors and the Audit Committee with respect to the Company’s financial statements.
Based on the examined documents and the clarifications rendered, in the opinion of the undersigned members of the Audit Committee the financial statements should be approved and are fairly presented in all material respects.
São Paulo, February 12, 2020.
Ana Paula Pessoa
Audit Committee Coordinator
Carlos Biedermann
Financial Specialist
Rodrigo Kede de Freitas Lima
Member
Marcelo Moses de Oliveira Lyrio
Member
OPINION OF EXECUTIVE BOARD ON THE CONSOLIDATED FINANCIAL STATEMENTS AND INDEPENDENT AUDITOR’S REPORT
In compliance with the dispositions of sections V and VI of article nº. 25 of CVM Instruction No. 480/09, the executive board of Suzano S.A., states:
| (i) | reviewed, discussed and agreed with the Company's consolidated financial statements for the fiscal year ended on December 31, 2019; and |
| (ii) | (ii) reviewed, discussed and agreed with the audit report opinion expressed by PricewaterhouseCoopers Auditores Independentes, on the Company's consolidated financial statements for the fiscal year ended on December 31, 2019. |
São Paulo, February 12, 2020.
Walter Schalka
Chief Executive Officer
Marcelo Feriozzi Bacci
Chief Finance Executive and Investor Relations
Aires Galhardo
Executive Officer Pulp Operations
Alexandre Chueri Neto
Executive Officer Forestry
Carlos Aníbal de Almeida Jr.
Executive Officer Pulp Commercial
Christian Orglmeister
Executive Officer People and Management
Fernando de Lellis Garcia Bertolucci
Executive Officer Research and Development
Leonardo Grimaldi
Executive Officer Paper
