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 Solaris;
Aligned with good corporate governance practices, Mills Solaris has three advisory committees to the Board of Directors, as illustrated below.
