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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 six members, elected at the annual general shareholders’ meeting held on April 28, 2016. The new directors were elected for a two-year term expiring on April 28, 2018.

    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
    Andres Cristian Nacht Chairman 1998 04/28/2016 2 years
    Andres Cristian Nacht has been the Chairman of the Company’s board of directors since 1998. The son of Mr. Jose Nacht, one of the founders of the Company, Mr. Nacht has a degree in Engineering from Cambridge University, England. In 1965, Mr. Nacht joined GKN, a British engineering company, where he worked for three years, holding engineering posts in the UK. In 1967, has worked for one year as Engeneer in Echafaudages Tubulaires Mills from France. Mr. Nacht became a director of the company in 1969 and was appointed managing director in 1978, a position he held until 1998 when he became the Chairman of the Board of Directors.
    Elio Demier Vice Chairman 1998 04/28/2016 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.
    Francisca Kjellerup Nacht Director 2014 04/28/2016 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.
    Jorge M. T. Camargo Independent Director 2011 04/28/2016 2 years
    Jorge M. T. Camargo has been for 37 years in the oil industry. He is graduated in geology from the University of Brasilia and obtained a master’s degree in geophysics from the University of Texas. Currently, he is serving as a senior consultant at Stateoil in Brazil, at Karoon Oil and Gas and at McKinsey&Company in Brazil. Mr. Camargo is also a member of of the board of directors of the Brazilian Oil Institute (IBP) and a member of the advisory board and associate in Brazil of Energy Ventures. Previously, he has worked for 27 years in Petrobras in Brazil and abroad, holding various technical and management positions, such as Superintendent of Ceará-Potiguar Exploration Districts, General Manager of Petrobras in the UK, Director of Exploration and Production and then President of Braspetro, and, from 2000 to 2003, a member of the Executive Board as Director of the International Sector. In 2003, he worked for Statoil, initially as Vice-President at the headquarter in Stavanger, Norway, and, from 2005 to 2009, as president of Statoil in Brazil. Mr. Camargo was appointed to become a member of the Prumo Logística’s Board of Directors in March 14, 2014 and his election is pending the annual general meeting of the company.
    Aymar Ferreira de Almeida Junior Independent Director 2016 04/28/2016 2 years
    Aymar Ferreira de Almeida Junior graduated in Production Engineering from Escola Politécnica da Universidade de São Paulo. He is a partner of Kinea Investimentos since its foundation in 2007 where he is also the portfolio manager investments in equities. He currently is a member of the Board of Directors of Unicasa Industria de Móveis S.A. and Rodobens Negócios Imobiliários S.A. He previously worked as a portfolio manager at Franklin Templeton and BankBoston Asset Management, where he worked for 12 years, coming to be an officer. Has 21 years of experience with of investment funds management, of which 14 of them in the equities market. 
    Roberto Pedote Independent Director 2016 04/28/2016 2 years
    Roberto Pedote is graduated in law from the University of São Paulo and in Public Administration in Fundação Getúlio Vargas. He has an MBA degree from University of Michigan (Ross School of Business) and Board member training course from IBGC 53ª edition in 2015. He is currently a Board member, finace comittee and leader of governance comittee of WWF Brasil (since 2015) and Board member of ENOX (since 2015). From 2008 until april 2015, participated as a Global Board member of IIRCC (International Integrated Reporting Council), of GRI (Global Reporting Initiative) and of WBCSD (World of Business Council for Sustainability Development) as a team member of valuation of externalities. Since 2015 he is the Academic Director of Executive Education of Insper, a nonprofit institution that aims to be a reference in education and knowledge generation in the finance, business, economics, Law and engineering. 

    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 03/08/2017 Until 2018 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.
    Avelino Garzoni Officer without specifc title 03/08/2017 Until 2018 AGO1
    Avelino Garzoni  joined Mills as an engineer in the Heavy Construction business unit and accumulates more than 19 years of experience in the Company. He holds a degree in Civil Engineer from PUC/RJ and an MBA in Project Management from FGV – RJ. In the last five years, he hold relevant positions in the Company, acting as the Engineer Officer for Heavy Construction and Real Estate business units since 2011. 
    Ricardo de Araujo Gusmão Officer without specifc title 03/08/2017 Until 2018 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.
    Gustavo Zeno Administrative Financial and IR Officer 03/08/2017 Until 2018 AGO1
    Gustavo Zeno is currently the Administrative Financial and Investor Relations Officer since Abril 26th 2016. He holds an graduate degree in Economics from Universidade Cândido Mendes/RJ and a postgraduate degree in Business Administration from IE Business School - IE. Madrid. His last position was at GRU Airport - aeroporto internacional de São Paulo as Administrative Financial and Investor Relations Officer. He has already worked for several companies, such as Invepar, Santander and Accenture.
    Fernanda Copeman Non-Statutory Director of People Management
    Fernanda Pinheiro Copeman is currently the Director of People Management since July 2016. Degree in Psychology from Santa Ursula University and postgraduate degree in Knowledge Management and Human Capital UFRJ / COPPE. Previously, she has worked in several companies as Pepsico, Brazil Brokers and Profarma. She was responsible for the implementation of HR and Management area leading pharmaceutical distribution business segment and implementation of the Program Technical Career, which had a training cycle aimed at operational excellence.
    Daniel Brugioni Non-Statutory Commercial Director

    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. The Fiscal Council members indicated by the controlling shareholders were reelected at the General Shareholders' Meeting held on April 28, 2016, when Ms. Isabella Saboya de Albuquerque (member) and Mr. Walter Luis Bernardes Albertoni (substitute) were separately elected by minority shareholders.

    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 President of the Fiscal Council 04/28/2016 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.
    Marcus Vinícius Dias Severini Member 04/28/2016 1 year
    Marcus Vinícius Dias Severini graduated in Accounting and Eletric Engineering, postgraduated in Economic Engineering. He acted as Controller Director of Vale S.A. until March 26, 2015, having entered the Company in 1994, coming from Arthur Andersen S/C, where he worked in auditing. Member of IBGC with fiscal advisor certification and acted as effective or alternate member of fiscal councils of the following companies: “Fertilizantes Fosfatados S/A- Fosfértil, Associal Brasileira de Alumínio – ABAL, Uninas Minas Gerais S/A – USIMINAS, Companhia Siderúrgica de Tubarão - CST e Caemi Mineração S.A. He was president of the deliberative council of Fundação Vale do Rio Doce de Seguridade Social – VALIA from May 2007 to March 2015.
    Isabella Saboya de Albuquerque Member 04/28/2016 1 year
    Isabella Saboya de Albuquerque is graduated in Economics from Pontifícia Universidade Católica do Rio de Janeiro and has a CFA certificate since 2010. She is a member of the Board of IBGC since 2006, member of the Board of Directors of FPC PAR Corretora de Seguros S.A. (since October 2015 until the date of this Reference Form); Member of the AMEC Working Group to elaborate the Stewardship Code since November 2015 and partner of Jardim Botânico Investimentos (since July 2009 until February 2015).
    Leonardo Roslindo Pimenta Alternate 04/28/2016 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.
    Vera Lucia de Almeida Pereira Elias Alternate 04/28/2016 1 year
    Vera Lucia de Almeida Pereira Elias gratuated in Accounting and Law, postgraduted in finances. Mrs. Vera Lucia de Almeida Pereira Elias acted as accountant of Vale S.A. until September 2013. Since December 2013 she holds the position of International Standards Officer and CPC in the Associação Nacional dos Executivos de Finanças, Administração e Contabilidade – ANEFAC. Mrs. Vera Lucia de Almeida Pereira acted and/or act as effective or alternate member of the fiscal council of the following companies: Norte Energia S.A., Vale do Rio Doce de Seguridade – VALIA, Fundação Vale do Rio Doce, Ferrovia Centro-Atlântica, Caemi Mineração e Metalurgia AS and Associação Mulheres Geniais.
    Walter Luis Bernardes Albertoni Alternate 04/28/2016 1 year
    Walter Luis Bernardes Albertoni  Albertoni is graduated in Law in 1992 at Faculdade Paulista de Direito da Pontifícia Universidade Católica de São Paulo, lawyer registered in OAB/SP under n.º 123.283, partner at Albertoni Sociedade de Advogados (civil procedural law), in São Paulo, SP, Post graduated in Direito Processual Civil (PUCSP-COGEAE), Corporate Law and Tax Law (LLM Insper, antigo IBMECSP), Alternate Advisor of Appeal Council of the National Financial System (2012/2015), with more than 20 years of anos de experience in civil, corporate and business issues, having participated in several transactions (M&A), as well as performed analysis and elaboration of opinions on corporate transactions relevant to the brazilian securities market. Worked for more than 9 years, as General Counsel of the Association of capital market Investors-AMEC (not profit association, dedicated to defending the rights and interests of minority shareholders and investors), issuing opinions and developing institutional manifestations in defence of the rights and interests of the minority shareholders.

    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 Aymar Ferreira de Almeida Junior (Independent member of the Board of Directors), Roberto Pedote (Independent member of the Board of Directors) and Gustavo Zeno (CFO and IRO).

    People and Management Committee: is comprised of the members Francisca Nacht (Member of the Board of Directors), Elio Demier (Vice-President of the Board of Directors), Sergio Kariya (CEO) and Fernanda Pinheiro Copeman (People and Management Executive).
     
    Both committees are non-permanent and therefore can be either created or extinguished anytime by the Board of Directors. 

     

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