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.
Curriculum | Name | Position | Election Date | End of Term | |
---|---|---|---|---|---|
Francisca Kjellerup Nacht | Co-Chairman | 04/26/2024 | Until 04/26/2026 | ||
Roberto Pedote | Co-Chairman | 04/26/2024 | Until 04/26/2026 | ||
Ana Lúcia Caltabiano | Independent Director | 04/26/2024 | Until 04/26/2026 | ||
Eduardo Luiz Wurzmann | Director | 04/26/2024 | Until 04/26/2026 | ||
Marise Barroso | Director | 04/26/2024 | Until 04/26/2026 | ||
Sebastian Agustin Villa | Director | 04/26/2024 | Until 04/26/2026 | ||
Juan Jorge Oxenford | Director | 04/26/2024 | Until 04/26/2026 | ||
Pedro Henrique Chermont de Miranda | Independent Director | 04/26/2024 | Until 04/26/2026 | ||
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.
Curriculum | Name | Position | Election Date | End of Term | |
---|---|---|---|---|---|
Sérgio Kariya | Chief Executive Officer | 04/26/2024 | Until 2025 | ||
Renata Vaz | CFO and IRO | 05/22/2024 | Until 2025 | ||
Ricardo de Araujo Gusmão | Officer without specifc title (Rental Business Unit – Formwork and Shoring) | 04/26/2024 | Until 2025 | ||
Daniel Brugioni | Officer without specifc title (Rental Business Unit – Intralogistics) | 04/26/2024 | Until 2025 | ||
Kleber Racy | Officer without specifc title (People, Management and HSEO) | 04/26/2024 | Until 2025 | ||
Eduardo Lema | Officer without specifc title (Rental Busines Unit – Heavy Machinery) | 04/26/2024 | Until 2025 | ||
Tatiana Medina | Officer without specifc title (IT and Digital Transformation) | 04/26/2024 | Until 2025 | ||
Mario Almeida | Officer without specifc title (Rental Business Unit – Light Machinery) | 04/26/2024 | Until 2025 | ||
Gustavo do Canto Lopes | Officer without specifc title (Operations and New Business) | 22/05/2024 | Até 2025 | ||
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:
Curriculum | Name | Position | Election Date | End of Term | |
---|---|---|---|---|---|
Rubens Branco da Silva | Chairman of the Fiscal Council | 04/26/2024 | Until OSM 2025 | ||
Rodrigo Fagundes Rangel | Member | 04/26/2024 | Until OSM 2025 | ||
Luciana Doria Wilson | Member | 04/26/2024 | Until OSM 2025 | ||
Daniel Oliveira Branco Silva | Alternate | 04/26/2024 | Until OSM 2025 | ||
Henry Stanley de Oliveira Carpenter | Alternate | 04/26/2024 | Until OSM 2025 | ||
Melissa Munari Magnus | Alternate | 04/26/2024 | Until OSM 2025 | ||
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.
Audit, Finance and Risk Committee: is comprised of the members Francisca Nacht (Co-Chairman of the Board of Directors), Sebastian Agustin Villa (Member of the Board of Directors), Pedro Chermont (Independent member of the Board of Directors), Eduardo Luiz Wurzmann (Member of the Board of Directors), Jack Oxenford (Member of the Board of Directors) and Roberto Pedote (Co-Chairman of the Board of Directors).
People, Management and Sustainability Committee: is comprised of the members Francisca Nacht (Co-Chairman of the Board of Directors), Marise Barroso (Member of the Board of Directors), Ana Lúcia Caltabiano (Independent member of the Board of Directors) and Roberto Pedote (Co-Chairman of the Board of Directors).
The two committees are non-permanent and therefore can be either created or extinguished anytime by the Board of Directors.