Corporate Governance Practices
Mills, which is currently listed in B3’s Novo Mercado segment, believes that a solid governance model inspires greater market confidence and strengthens its business environment and, therefore, the Company is constantly striving to enhance and insert its corporate governance standards into its values and business, always ensuring ethical and sustainable conducts.
Mills adopts the best corporate governance practices in its daily principles of transparency, fairness, accountability, and corporate responsibility.
The principle of transparency entails that management must disclose not only the economic and financial performance of the company, but also all the other factors (even if intangible) that guide its operations. Fairness means the just and equal treatment of all minority groups, employees, clients, suppliers or creditors. Accountability, in turn, is characterized by corporate governance agents providing status reports to those who elected them, being fully responsible for all their actions. Finally, corporate responsibility represents a broader vision of the corporate strategy, incorporating social order and environmental considerations while defining business deals and operations.
Novo Mercado
The Novo Mercado is the listing segment for the trading of shares issued by companies who voluntarily commit to adopt corporate governance practices beyond those required by Brazilian law. The listing in this special segment implies the implementation of a set of corporate rules that increase the shareholders’ rights.
Among the practices adopted by Mills, we highlight the following:
- Share capital consists exclusively of common shares with voting rights;
- 100% tag along rights, that is, in case of sale of control, all shareholders are entitled to sell their shares at the same price offered to the controlling shareholder;
- Comply with minimum quarterly disclosure standards;
- Follow stricter disclosure policies with respect to trades carried out by the Company’s controlling shareholders, directors, and officers involving securities issued by the Company;
- Provide shareholders with a corporate events calendar;
- Provide annual financial reports aligned with internationally accepted standards;
- Convene a public meeting with analysts and other stakeholders, at least once a year, to disclose information regarding the Company’s economic and financial situation, projects and prospects; and
- Establish a Board of Directors comprised of, at least, two (2) independent members, or twenty percent (20%), whichever is greater, with board members having a unified term of office of, at most, two (2) years, and the possibility of re-election;
- Determine the need for a public offering repurchase the shares of all shareholders for at least economic value in case of delisting from the Novo Mercado, or cancellation of the Company’s agreement with B3; and
- Adherence to the arbitration clause.
Management Bodies
The Company is managed by (i) the Board of Directors, whose main objective is to establish the overall orientation of the business and decide on strategic issues aiming to maximize value, protect the Company’s assets and promote its continuous growth, always respecting its values and the principles that guide Mills;
Aligned with good corporate governance practices, Mills has two advisory committees to the Board of Directors, as illustrated below.
Integrity means the quality of being upright, valuing ethics in all one’s actions. Integrity is an unbreakable value for Mills, therefore, we have implemented the Integrity Program for all Mills’ employees and also for our stakeholders: customers, suppliers and other business partners. Integrity Program is a set of internal mechanisms and procedures aimed to consolidate our company’s initiatives to promote integrity, ethics and risk mitigation.
The program was framed around nine pillars, divided into three main categories: prevent, detect, respond.
PREVENT
1st Pillar: Senior Management Sponsorship
The Integrity Program is sponsored by all members of our company’s senior management. Senior Management includes our Board of Directors and Advisory Committees, our CEO and the Executive Board, reinforcing Mills’ commitment to our ethical and moral principles and values. Compliance area is responsible for ensuring compliance with the Integrity Program and reports directly to the Board of Directors.
2nd Pillar: Risk Assessment
Here, we assess risks related to strategic, financial, compliance and operational aspects, including fraud and corruption. We audit compliance with internal policies, regulations and procedures, as well as compliance with the laws applicable to our business.
3rd Pillar: Code of Conduct and Compliance Policies
The Code of Conduct is an important tool to guide all our employees and stakeholders, on the standards of behavior that we believe are important in conducting business. In this pillar, we address the importance of policies and procedures that guide our relationship and our interaction with the government, participation in bidding processes and philanthropic donations and sponsorships, among others.
4th Pillar: Internal Controls
Internal controls are in place to ensure accurate and clear accounting records and the reliability of our company’s financial reports and statements. Accordingly, activities such as internal and external audits are carried out to support the assessment of the efficiency and effectiveness of the internal controls implemented.
5th Pillar: Training and Communication
This pillar aims to ensure the training and qualification of employees and third parties, in addition to establishing mechanisms to ensure the retention and understanding of information by employees trained in all matters related to the Integrity Program.
DETECT
6th Pillar: Whistleblower Channel
This is a tool based on the best Compliance practices. Through it, we ensure your security and preserve your anonymity. It is fast, confidential and key to strengthen our commitment to the ethical values that guide our work.
7th Pillar: Third Party Management
Third-Party Management is related to risk assessment and the adoption of integrity measures with our business partners, including integrity and anti-corruption clauses, as well as provision for the imposition of contractual penalties in the event of non-compliance with such clauses, in all our business agreements. This pillar also includes procedures for carrying out audits prior to mergers, acquisitions or other corporate transactions.
RESPOND
8th Pillar: Internal Investigations
Any and all non-compliances pointed out are investigated with the aim of confirming their veracity and the Ethics Committee discusses them, aiming to ensure a joint and independent assessment, as well as the definition of disciplinary measures to be applied, in accordance with our Consequences Policy, published on Mills’ intranet.
9th Pillar: Auditing and Monitoring
The entire Integrity Program has monitoring mechanisms with the presentation of indicators that are periodically reported to Senior Management, and that can be independently assessed.
Existing since 2015, the Code of Conduct works as a guide for managers, employees, service providers and other people and organizations with which Mills relates and values the path of ethics and transparency.
With its latest update done in 2022, we hope to make this company an even more upstanding and diverse place, relying on everyone’s commitment to work with responsibility.
Click here to access the Company’s Codes and Policies.
This is a tool based on the best Compliance practices in Brazil and worldwide. Through it, we ensure your security and preserve your anonymity. It is fast, confidential and key to strengthen our commitment to the values of honesty that guide our work.
Click here to access the website or call 0800-882-0616, Monday through Friday from 9 am to 5 pm.
