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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 eight members. The mandate of these directors is unified of two years.

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 Position Election Date Term of Office
Francisca Kjellerup Nacht Co-Chairman 04/29/2020 Until OSM 2022

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, 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.

Roberto Pedote Co-Chairman 04/29/2020 Until OSM 2022

Roberto Pedote is Mills’ Board member since April 2016 and Co-Chairman since April, 2018. 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.

Ana Lúcia Caltabiano Independent Director 04/29/2020 Until OSM 2022

Mrs. Ana Lúcia Caltabiano was born in Sao Paulo, Brazil. She is graduated from Getúlio Vargas Foundation and also from the Advanced Executive Program of Kellogg School of Management. She started her career at Procter & Gamble, an US multinational consumer goods company, where she occupied, during 10 years, different HR regional leading positions, including Human Resources management, for Brazil. In 1999, Ana Lucia joined Hewlett Packard, an US multinational company in information technology, occupying leading positions as HR Director for Latin America and the Caribbean, HR Director for HP and EDS Brazil, and Manager of the Integration Project of Compaq / HP merger) for Latin America and the Caribbean. In 2009 Mrs. Ana Lúcia Caltabiano joined GE, the largest Digital Industry company in the World, as Human Resources Director for Energy, in Latin America. In November 2012 she was appointed to support Power & Water and Corporate areas, working in Schenectady and Fairfield, in the United States, focused in strengthening the executives pipeline, from the management of the Leadership program to supporting the global corporate HR team. Back to Latin America at the end of 2013. Ana Lucia was appointed as Vice President of HR for the region. Since December 2018 she is a non-statutory advisory member of Ayrton Senna Institute.

Eduardo Luiz Wurzmann Independent Director 04/29/2020 Until OSM 2022

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.

Marise Barroso Director 08/03/2020 Until next Shareholders' Meeting

Mrs. Marise Barroso is graduated of Social Communication and has a masters degree in Business Administration, she has professional experience as a executive in large organizations of diferente sgements such as consumer goods, retail, technology, media and civil construction. She developed its career on the fiedls of Market Research, Marketing and Sales, Business Development and Sustentability, taking various postions of leadership, as Director and CEO. Nowadays, she is a member in several Boards of Directors.

Diego Stark Director 04/29/2020 Until OSM 2022

Mr. Diego Stark is a Mechanical Engineer from FEI, with an MBA from Wharton School of Business. He worked for 7 years at General Motors in different strategic positions, actuating in Brazil and Latin America. At McKinsey & Company, he actuated for 4 years in São Paulo office. Currently he is a partner of Southern Cross Group private equity fund, being responsible for their office in Brazil, where he is in charge of merger and acquisition proceedings, transaction in the capital market, project financing, debt restructuring, activities as acting CEO, organizational reorganization, operational excellence and corporate development. He is a member of the Board of Directors of the following companies: Brinox Metalurgica S.A, Solaris Equipamentos e Serviços S.A., S.I.N. – Sistema de Implante Nacional S.A e Tópico Galpões Temporários S.A..

Juan Jorge Eduardo Oxenford Director 04/29/2020 Until OSM 2022

Mr. Juan Jorge Eduardo Oxenford was born in Argentina. He is a member of the Board of Directors of the following companies: Sullair Argentina S.A., since January 2007, Solaris Equipamentos e Serviços S.A. since September 2013, Rental Equipment Investment Corp since March 2015 and Topico Locação de Galpões e Equipamentos para Industria S.A. since March, 2015.

Jesper Rhode Andersen Director 04/29/2020 Until OSM 2022

Mr. Jesper Rhode Andersen is an Electronic Engineer graduated by University of Compenhagen and Business Administrator graduted by London Business School. He has more than 20 years of experience in large technology companies and a strong involvement with the startups community. Lead high performance teams working with new technologies that creates new forms of communication between people. He has extensive experience in major companies and organizations such as: Alsthom, Ericsson Telecomunicações, Hyper Island, Mobile Marketing Association, FGV, Câmara de comercio Dinamarca Brasil.

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 Position Election Date Term of Office
Sérgio Kariya Chief Executive Officer 04/29/2020 Until OSM 2021

Sérgio Kariya joined the Company in 2008 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.

James Oliver Guerreiro Carneiro CFO and IRO 04/29/2020 Until OSM 2021

Mr. James Guerreiro holds a bachelor’s degree in Accounting Sciences with a MBA in Business Management. He has more than 20 years of professional experience, having worked at several companies, such as PwC, Deloitte, Invepar S.A., Metro Rio S.A. and Cart S.A., highlighting his experience as Controller of Invepar and Administrative Financial and Investor Relations Director of Metro Rio S.A., among others.

Ricardo de Araujo Gusmão Officer without specifc title 04/29/2020 Until OSM 2021

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 04/29/2020 Until OSM 2021

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 LibraKatoen Natie do Brasil and Danzas Logística e Armazéns Gerais (current DHL). He has more than 16 years of experience in Commercial Area.

Kleber Racy Officer without specifc title 04/29/2020 Until OSM 2021

Kleber Racy is the People, Management & Health, Security and Environment Officer. He is graduated in Business Administration from FGV-SP and MBA in Business Management from Business School Sao Paulo and has more than 15 years leading Human Resources areas with experience in organizational development, corporate education, change management, merger/acquisitions and management system.  He led the HR area at Solaris since 2014, before that he worked at HR area of industries invested for private equities like SIN Impante e Grupo Giroflex, at TecBan/Banco 24 Horas and also at ABNAMRO/Real, where he began his career as Trainee.

Eduardo Lema Officer without specifc title 04/29/2020 Until OSM 2021

Eduardo Lema was born in Argentina and holds a degree in Industrial Engineering. He worked for 5 years at Solaris Equipamentos S.A. as COO and CFO during his trajectory in the company.

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 Position Election Date Term of Office
Rubens Branco da Silva Chairman of the Fiscal Council 04/29/2020 Until OSM 2021

Mr. Rubens Branco da Silva is a lawyer graduated from the Federal University of Rio de Janeiro and accountant graduated from the Faculty of Accounting and Business Sciences Moraes Junior. He was a professional of company Arthur Andersen for 29 years. For 20 years he was a partner of Arthur Andersen in charge of the Tax and Legal area. His professional experience includes accounting auditing services, financial tax-accounting consulting, tax-financial planning, expert reports and arbitrations, acting as Expert and Arbitrator, Brazilian Income Tax, corporate restructuring, international taxation, having also acted as expert witness in the Tax Court of New York. During the course of his professional activities, he had the opportunity to participate in the teaching staff of innumerous local and international internal courses, as well as courses and seminaries for third-parties, such as tax law, tax planning, monetary restatement and foreign investments in Brazil, promoted by the Higher Institute of Accounting Studies of Getúlio Vargas Foundation, in Rio de Janeiro, American Trade Chamber for Brazil, National Association of Accountants, Council of the Americas, New York, Tax Executives Institute-Chicago, etc. He has been a member of the American Trade Chamber for Brazil – Rio de Janeiro for more than 30 years, also as Chairman of the Legal Affairs Commission in 1986 and 1987, Chairman do Internal Affairs Commission de 1991 a 1996, and President of this same Chamber, in 1999 and 2000. He is presently a member of its Board of Directors. He is Vice-President of the Mediation and Arbitration Chamber of Rio de Janeiro, Member of the Brazilian Institute of Financial Executives (IBEF), Brazilian Association of Financial Law (ABDF), International Fiscal Association (IFA), Legal and Tax Commission of the Trade Board of Rio de Janeiro, Member of the Advisory Board of SRRating, Advocate of the Trade Board of the State of Rio de Janeiro, former Counselor of Regional Accounting Council of the State of Rio de Janeiro-CRC-RJ and former Financial Director of IBEU, former Fiscal Counselor of Mills Engenharia and Sete Brasil S.A. Current Fiscal Counselor of Atlantic Institute. He is the author of the book “País dos Impostos” [The Country of Taxes]. He was acclaimed for four consecutive years as one of the best experts in taxation in South America, by British magazine Tax Review. He is currently the Chairman of Branco Consultores Tributários Ltda.

Rodrigo Fagundes Rangel Member 04/29/2020 Until OSM 2021

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 04/29/2020 Until OSM 2021

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.

Daniel Oliveira Branco Silva Alternate 04/29/2020 Until OSM 2021

Mr.Daniel Oliveira Branco Silva is a lawyer. He works since 2003 in the company Branco Consultores Tributários Ltda, with family structure development, oriented to reduce bureaucracy in succession proceedings, while seeking, at the same time, to reduce tax burdens levying on the family structure; preparation of Tax Returns; incorporation of companies in Brazil; guidance on domestic and foreign companies in taxation issues and structures planning; tax-related reviews; guidance on foreign investments and dividends remittances and corporate and equity restructuring. He worked as trainee, associate, manager, director and currently is a partner in the company. Since 2003, he also works, in Branco Advogados, in the preparation of procedural documents, actuation in legal and administrative proceedings, follow-up of administrative and legal proceedings, oral arguments support, preparation of opinions about case law and application of the law to concrete cases, guidance on compliance with the tax law. He acted as trainee, associate, manager, director and currently is a partner in the Company.

Henry Stanley de Oliveira Carpente Alternate 04/29/2020 Until OSM 2021

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 04/29/2020 Until OSM 2021

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 three 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.

Audit, Finance and Risk Committee: is comprised of the members Eduardo Luiz Wurzmann (Independent member of the Board of Directors), Juan Jorge Oxenford (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 (Co-Chairman of the Board of Directors), Diego Stark (Member of the Board of Directors) and Ana Lúcia Caltabiano (Independent member of the Board of Directors).

Client, Innovation and Technology Committee: is comprised of the members Francisca Nacht (Co-Chairman of the Board of Directors), Juan Jorge Oxenford (Member of the Board of Directors), Eduardo Luiz Wurzmann (Independent member of the Board of Directors) e Jesper Rhode Andersen (Member of the Board of Directors).

The three committees are non-permanent and therefore can be either created or extinguished anytime by the Board of Directors.

Last update: August 3, 2020