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    Board of Directors, Fiscal Council, Management and Committees

    Pursuant to our bylaws, we are managed by a board of directors and a board of executive officers.

    Board of Directors

    Our board of directors is a decision-making body responsible for both formulating and monitoring the implementation of the general guidelines and policies of our business, including our long-term strategies, and appointing and supervising our executive officers.

    In accordance with our bylaws and the Novo Mercado Listing Rules, our board of directors shall be comprised of a minimum of five and a maximum of eleven members. Members of our board of directors are to be elected for a continuous two-year term. Further, such members may be reelected and removed from office at any time by a decision of our shareholders at a general shareholders’ meeting.

    Our board of directors is currently comprised of five members, elected at the annual general shareholders’ meeting held on April 26, 2018. The new directors were elected for a two-year term expiring on April 26, 2020.

    The decisions from the Board of Directors are made by majority vote of the present members at any meeting.

    The table below indicates the name and positions of the board of directors.

    Name Title Year of first election Date of last election Term Office
    Elio Demier Co-Chairman 1998 04/26/2018 2 years
    Elio Demier is a graduate of Social Communication from the Fluminense Federal University. He also holds an MBA from the Institute of Post-Graduation and Research in Administration of the Rio de Janeiro Federal University. He served as the Company’s chairman from 1998 to 1999 and has been a member of the Company’s board of directors since 1998. Mr. Demier was President of the Bomtexto Publisher, company in the book publishing business located in Rio de Janeiro.
    Roberto Pedote Co-Chairman 2016 04/26/2018 2 years
    Roberto Pedote is Mills´ Board member since April 2016.Since 2015 has served as Vice-President of Insper, responsible for Executive Education programs and Lato Sensu Postgraduate course. He is also a Board member of WWF Brasil.Started his career at Unilever in 1990, where he contributed for 17 years in different processes, businesses and countries (Brazil, Chile and England). Was CFO at Nokia Brazil in 2007/08. He served in 2008 until 2015 Natura as Vice President (CFO) of Finance, Legal, Investor Relations and Institutional Relations. He holds a degree in Public Administration from FGV, Law school at São Paulo University and an MBA from the University of Michigan (Ross School of Business). He is also a certified coach by the Instituto Ecosocial.
    Francisca Kjellerup Nacht Director 2014 04/26/2018 2 years
    Francisca Kjellerup Nacht holds a degree in Business Administration and Economy from the Copenhagen Business School, Denmark, since 1995. The granddaughter of Mr. Jose Nacht, one of the founders of the Company, and daughter of Andres Cristian Nacht, Chairman of the Board of Directors of the Company, has built her career in Europe, where she lives since 1990. Francisca worked for Procter & Gamble Nordic between 1997 and 2010, mainly in the fields of leadership and business development. Among other positions, Francisca was responsible for the commercial integration after Gillette’s acquisition, as well as for the business with the largest retailer of Denmark. In her last position at P&G, she was responsible for initiating and leading the pharmaceutical division in the Nordic region. In the last five years, besides her position at P&G, Francisca has been working in the field of social entrepreneurship in Denmark, and family governance in Brazil.
    Fabio Bruggioni Independent Director 2017 04/26/2018 2 years
    Mr. Fabio Bruggioni is Chief Executive Officer (CEO) of e.Bricks Digital, an investment company in the digital sector, since April 2011. Graduated in Business Administration, with expertise in Marketing and stints by program management in Harvard Business School, Insead and IESE Business School. Was also vice chairman of Telefônica Group, responsible for Telephony, Internet, Broadband and TV subscription services. He also worked in the business area of Credicard. Among your challenges in front of e.Bricks Digital are the consolidation and expansion of the internet and mobile current business, in addition to identifying and development of new opportunities. 
    Eduardo Luiz Wurzmann Independent Director 2018 04/26/2018 2 years
    Mr. Eduardo Luiz Wurzmann holds a bachelor's degree in economics from USP in 1987, completed his MBA in finance from the University of Illinois in 1991, and is a Fellow of the Henry Crown Program at the Aspen Institute, in 2005. Between 1991 and 1993, he worked at the French Guarantee Investment Bank in São Paulo, as an investment analyst. Between 1993 and 2000 he worked at the French Investment bank Credit Agricole Indosuez Securities in Brazil and Russia, where he was Managing Director. Between 2000 and 2011, he also served as CEO of Ibmec Educational Group, one of the largest educational groups in Brazil, focusing on the economy and business area. In 2011, he took over as General Manager of H&R Block Brasil, world leader in the preparation of personal income tax returns, with more than 26 million customers worldwide. He is currently a member of the Board of Directors of Tel Aviv University, and an independent member of the Board of Directors of Locamerica SA, is Secretary General of CONIB - Israelite Confederation of Brazil, is a member of the Fiscal Council of Unibes Cultural, is a member of the Board of Directors of Tecnisa SA, is a member of the Board of Directors of HIAE - Hospital Israelita Albert Einstein and member of the Board of Directors and investor of Descomplica, Alumni Network and other education startups. 

    Board of Executive Officers

    Our executive officers are our legal representatives and are principally responsible for the day-to-day management of our business and for implementing the general policies and guidelines established by our board of directors.

    The members of our board of executive officers are elected by our board of directors for one-year terms and they may be reelected. Any executive officer may be removed by our board of directors before the expiration of his or her term. According to our bylaws, our board of executive officers must be comprised of four to eleven officers, including one chief executive officer, one chief financial officer and the others without specific designation.

    The table below shows the name, position, date of election and term of the current members of our executives.

    Name Title Date of Election Term of Office
    Sérgio Kariya Chief Executive Officer, CFO and IRO 03/08/2018 Until 2019 AGO¹
    Sérgio Kariya joined the Company in 2009 and has been the Chief Executive Officer since January 2015. Prior to that, worked in the company Elevadores Otis for more than 10 years. Mr. Kariya has a degree in Mechanical Engineering from Escola Politécnica da Universidade de São Paulo (Poli-USP) and a graduate degree in Marketing from Escola Superior de Propaganda e Marketing (ESPM). Mr. Kariya also holds an Master’s degree in Business Administration from IBMEC/SP and a specialization course in Finance awarded by INSPER/SP. In the last five years Mr. Kariya occupied position of Executive Officer responsible fot the business unit Rental. He was elected to Company´s Chief Executive Officer on December of 2014. Sérgio Kariya was elected as CFO and IRO on March 8, 2018, being effective on March 15, 2018,  cumulating the position of CEO.
    Ricardo de Araujo Gusmão Officer without specifc title 03/23/2018 Until 2019 AGO¹
    Ricardo Gusmão is currently the Officer of Heavy Construction Division since August 1st 2013. In September 17th also Statutory Officer at Mills. He holds an undergraduate degree in Civil Engeneering and a postgraduate degree in Economic Engeneering both from Universidade Veiga de Almeida/RJ. He joined Mills in 1993, where he worked as Regional Manager, Contracts Superintendent, Commercial and Operations Officer.
    Daniel Brugioni Officer without specifc title 03/23/2018 Until 2019 AGO¹

    Daniel Brugioni is the Commercial Director since January, 2017. Graduated in Mechanic Production Engineering from the Industrial Engineering College (FEI), has a MBA in Business Management from FGV-SP and Executive MBA from Dom Cabral Foundation. Previously, he worked for several companies as Grupo Libra, Katoen Natie do Brasil and Danzas Logística e Armazéns Gerais (current DHL). He has more than 16 years of experience in Commercial Area.

    Ordinary Shareholders' Meeting

    Fiscal Council

    Under the Brazilian Corporate Law, the Fiscal Council is responsible for reviewing the management’s activities and the financial statements, and report its findings to the shareholders.

    Minority shareholders holding at least 2% of the outstanding shares may elect one member of the Fiscal Council and the respective alternate.

    Mills approved the establishment of a permanent Fiscal Council as permanent at the fiscal year of 2012. At the Ordinary and Extraordinary General Shareholders' Meeting held on April 26, 2018, the Fiscal Council had ceased functioning permanently and started to be stablished as set forth in law or in regulations issued by CVM.

    The table below the information about the current members of our Fiscal Council and their respective alternates:

    Name Title Date of Election Term of Office
    Eduardo Botelho Kiralyhegy Chairman of the Fiscal Council 04/26/2018 1 year
    Eduardo Botelho Kiralyhegy graduated in Law from the Candido Mendes University, a member of the Brazilian Lawyers Association, and founding partner of the Negreiro Office, Medeiros & Kiralyhegy Lawyers, in Rio de Janeiro, specializing in Tax Law, Administrative and Regulatory. Currently a member of the Special Committee of Tax Issues of the Brazilian Lawyers Association, the Special Committee of the Federal Justice of the Brazilian Lawyers Association, the Brazilian Academy of Tax Law, and the Brazilian Association of Financial Law and the International Fiscal Association.
    Rodrigo Fagundes Rangel Member 04/26/2018 1 year
    Mr. Rodrigo Fagundes Rangel, graduated in Accounting Sciences from Fluminense Federal University, MBA in Controlling also from Fluminense Federal University and MBA in Business Management from BSP - Business School São Paulo. He worked as Corporate Controller at Invepar - Investments and Participations in Infrastructures S.A from 2012 until 2016 and is currently Financial and Administrative Director of Yahsat Telecomunicações Ltda., Working in the development of Business as the elaboration of Budget and Business Plan; in the development of the Suplly Chain area, leading the negotiation with 21 states to obtain Special Regimes, in addition to the Accounting, Treasury, Tax, Human Resources, Billing, Administrative and New Business areas. He has been a tax advisor since 2016 of Rohr S.A. Tubular Structures. He was Chairman of the Fiscal Council of the companies CLN - Concessionária Litoral Norte S.A. and GruAirport - Concessionaire of the International Airport of Guarulhos S.A.
    Peter Edward Cortes Marsden Wilson Member 04/26/2018 1 year
    Mr. Peter Edward Cortes Marsden Wilson, graduated in Public Administration from Getulio Vargas Foundation of São Paulo, an MBA in Finance and a Master's degree in Economics from Getúlio Vargas Foundation in São Paulo. For the past five years, Mr. Wilson has been a partner in Corporate Finance and mid-sized business restructuring at Managrow Strategic Consulting in Finance Ltda. 
    Leonardo Roslindo Pimenta Alternate 04/26/2018 1 year
    Leonardo Roslindo Pimenta  is graduated in law at PUC/RJ, has more than 20 years of experience in corporate law, banking and capital markets law, contracts in general and negotiation, having worked for more than 11 years at the head of the Legal Department of some of the main institutions of asset mangement of Brazil, such as Opportunity and ARX Investimentos. During this period, participated in various operations involving the structuring of investments in Brazil and abroad, as well as M&A transactions. He was a member of the legal Commission of ANBID and several Committees of ANBIMA. Coordinated the sale of ARX Capital Management for the Bank of New York Mellon.
    Henry Stanley de Oliveira Carpente Alternate 04/26/2018 1 year
    Mr. Henry Stanley de Oliveira Carpenter, graduated in Accounting from Moraes Junior University, with an MBA from IBMEC, worked from 2013 to 2016 as Controller at Saphyr Manager of Shopping Malls Ltda. and previously at Telefônica Brasil S/A as Control Manager and Business Commissioning. He is currently a managing partner at Franco Lebrão Accountant Assessment Ltda. He is responsible for accounting and financial technical advice, tax advice, management of the accounting and financial team of the firm and reviewer of services rendered to clients.
    Marcio Villas Boas Passos Alternate 04/26/2018 1 year
    Mr. Marcio Villas Boas Passos, graduated in Economics from (PUC/RJ), with an MBA in Finance from Duke University in the United States and executive courses at Harvard University and Dom Cabral Foundation. He currently works in the fund manager Invest Tech Participation and Investments Ltda. as Executive Director. He is a member of the board of CI&T Software and of Aker Security Solutions. Is representative of the investor in the boards of Brasil CT, Acessocard and Sky One; member of the financial committees of Aker, Brasil CT and Acessocard. He is also a member of the HR committee of Brasil CT. Founded Thalassa Capital, a strategic and financial consulting firm, focused on improving the operational and financial results of companies, long-term strategic positioning and improvement and/or implementation and corporate governance structures. He was a partner of Gávea Investments.

    Advisory Committees

    In line with best corporate governance practices, Mills has two Board of Directors’ Advisory Committees to enable more effective actions of the Board of Directors, maximizing relevant discussions with reasoned recommendations, supporting in the performance of their legal and statutory functions. 

    Finance and Risk Committee: is comprised of the members Eduardo Luiz Wurzmann (Independent member of the Board of Directors) and Roberto Pedote (Co-Chairman of the Board of Directors).

    People and Management Committee: is comprised of the members Francisca Nacht (Member of the Board of Directors) and Elio Demier (Co-Chairman of the Board of Directors).
     
    Both committees are non-permanent and therefore can be either created or extinguished anytime by the Board of Directors. 

     

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