Brazilian Corporate Law requires that companies create complementary bodies to the Executive and the Non-executive Boards, with technical responsibilitiesaimed at offering the best advice for the administrators. Thus, MMX's Board of Non-executive Directors decided in a meeting on April 28, 2006, that an Audit Committee should be set up and its Internal Regulations be approved, the latter being duly filed at the headquarters of MMX.
MMX's Audit Committee is composed of four members and is intended to assist the Board in the performance of their activities as related to monitoring the accounting practices adopted in the preparation of financial statements of the company and its subsidiaries and also in the nomination, and evaluation of the effectiveness, of the independent auditors.
Among its main tasks, the following can be highlighted: (i) recommend to the Board of Directors the company to be contracted for the provision of independent audit services to MMX, as well as their respective remuneration and possible replacement; (ii) review, prior to disclosure to the market, the accounting and financial statements for MMX, including management report, explanatory notes and opinions or special review report of independent accountants (e.g., Reference Form, Quarterly Reports), economic-financial data, etc.; and (iii) forward to the Board of Directors, in the first two months of each fiscal year, the Audit Committee's Annual Report for the previous year.
The recently elected members of the Audit Committee are all independent of the controlling shareholder of MMX and the other members of its administration, as defined in the rules of the Novo Mercado of Bovespa, and will have a mandate of one year as from the date of the Board of Directors meeting held in September 2011. The current members of the Audit Committee are:
Name |
Date of Election* |
Position |
Luiz do Amaral de França Pereira
|
01/09/2011 |
Independent Board member, coordinator and member of audit committee |
Samir Zraick |
01/09/2011 |
Independent Board member and member of audit committee |
Rivadavia Carsalade Herbster de Gusmão |
01/09/2011 |
Member of audit committee |
Carlos José da Silva Azevedo |
01/09/2011 |
Special consultant to committee |
*The term of office of the Committee members is for one year
Luiz do Amaral de França Pereira, an independent Board Member, holds a degree in civil engineering from the Universidade Federal do Paraná and took part in the Stanford Executive Program, at Stanford University, in California, U.S., as well as a variety of courses in business administration and business finance. He is currently managing partner at Três Rios Consultoria e Planejamento Ltda., serving as an independent consultant for corporate and financial affairs for a number of different companies and is also a member of the Fiscal Council of the Instituto Desiderata. He was Director of Santana Participações e Empreendimentos Ltda. and IgaporãParticipações (formerly Caemi) and subsidiaries. He worked for the Caemi Group for more than 3 years as Vice President of Finance and Investor Relations, and also as a member of the Board of Directors of Caemi and subsidiary companies. He worked with the MonteiroAranha Group for 7 years as Managing Vice President and a member of the Board of Directors of subsidiary companies. He worked with the Vale do Rio Doce Group for 13 years, performing a variety of functions, and afterwards for 7 years as Managing Vice President and VP of Investor Relations, and as a member of the Board of Directors of subsidiary companies. He was Executive Director of companies in the Bozzano, Simonsen Group. At present he is an independent member of the Board of Directors of LLX, MPX e OSX.
Samir Zraick, Independent Board Member, is also an Independent Member of the Boards of MPX, LLX and OSX. He graduated in engineering from the Escola Politécnica da Universidade Católica do Rio de Janeiro, in 1964. He holds a master’s degree in electronic engineering from Delft University in Holland, obtained in 1966. Subsequently he was awarded a doctorate from the Faculty of Sciences at the University of Paris in 1970. From 1971 to 1975 he worked as general systems manager at Companhia Vale do Rio Doce. He was Vice President of Rio DoceAmérica, an American subsidiary of Companhia Vale do Rio Doce from 1975 to 1979. He was a member of the Board of Directors and served as Chairman of the Marketing Committee at Quebec Cartier Mining Co. - QCM, located in Quebec, Canada, from 1990 to 1999. He is also a Member of the Board of Directors of Embraer.
Rivadavia Carsalade Herbster de Gusmão: Mr. Rivadavia Gusmão holds a degree in economics from the Universidade Federal de Minas Gerais. Mr. Gusmão is an independent consultant in the areas of Mining and Metallurgy, Finance and Strategy, and has worked in Brazil and Africa. Mr. Gusmão was a Director of Billiton Metals S.A. between 1996 and 2003, CFO of São Bento Mining S.A. from 1987 to 1996 and Vice President of Marketing for Mendes Junior International between 1980 to 1987. Mr. Gusmão has also worked for UnamgenMineração e Metalurgia Ltda., GrupoFinanceiroMetropolitana (Merchant Banking) and ConstrutoraRabello S.A.He is currently a member of the Board of SambazonInc from SanClemente, California, USA and a member of the Audit Committee of MPX Energia S.A.
Carlos José da Silva Azevedo: Mr. Azevedo has been a Consultant on the Audit Committee of MMX Mineração e Metálicos since March 2007. He was Managing Partner of Arthur Andersen, responsible for operations in the Rio de Janeiro office from 1967 to 1998, and was Corporate Vice President of Sul America Insurance from 1998 to 2003. Currently, in addition to being a Consultant for the Audit Committee of MMX Mineração e Metálicos, he is a member of the Deliberative Council of IBEU, of the Audit Committee for Sul America S.A., and of the Fiscal Council for Iochpe-Maxion. He graduated from the Naval Academy in 1964, and obtained a degree in Economics from the State University of Rio de Janeiro in 1971 and in Accounting Science from the Universidade Gama Filho in 1975. He also has a post-graduate degree in Capital Markets from the Fundação Getúlio Vargas.