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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.
    Fabio Bruggioni Independent Director 2017 06/12/2017 1 year
    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. 
    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 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.

    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 AGO

    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 27, 2017, when Ms. Ana Maria Siqueira Dantas (member) and Ms. Isabella Saboya de Albuquerque (substitute) were 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 04/27/2017 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 04/27/2017 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.
    Ana Maria Siqueira Dantas Member 04/27/2017 1 year

    Ana Maria Siqueira Dantas, graduated in Engineering at UFRJ, with specialization in business administration PUC/RJ and received the CFA certificate in 2001. IBGC member, with Board of Directors certification. Working group member of AMEC, responsible for the preparation of the Stewardship Code. Partner of Maple Consultoria since May 2015, partner at da Ventor Investimentos (from February 2013 until December 2014) and executive diretor at Ambar Participações (family office) in the period of February 2011 until November 2012. Investments and Corporate Governance Specialist, began career at Shell Brasil, where specialized in strategic planning and energy. Broad experience in the capital markets (Icatu Bank, Investidor Profissional, Jardim Botânico Investimentos, ABN, Santander and Ventor Investimentos). In addition to her experience in the private sector, in 1999 she worked at BNDES, as Advisor to the Executive Board.

    Leonardo Roslindo Pimenta Alternate 04/27/2017 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 04/27/2017 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.
    Isabella Saboya de Albuquerque Alternate 04/27/2017 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).

    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) and Sergio Kariya (CEO).
    Both committees are non-permanent and therefore can be either created or extinguished anytime by the Board of Directors. 


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