Audit Committee
The Company's Audit Committee is an advisory body linked to the Company's Council of Administrations, to whom it reports, acting independently of the Board of Directors. The Audit Committee's objectives are to supervise the quality and integrity of financial reports, adherence to legal, statutory and regulatory standards, the adequacy of risk management processes and the activities of independent auditors.
The Committee is made up of at least 03 (three) members, appointed by the Council of Administrations, with at least 1 (one) member being independent, as defined by the Novo Mercado Regulations, and at least 1 (one) member having recognized experience in corporate accounting matters, under the terms of the regulations issued by the Brazilian Securities and Exchange Commission which govern the registration and exercise of independent auditing activities within the scope of the securities market. The members of the Audit Committee will have unified terms of office of two (2) years and may be re-elected.
Responsible for the Committe
Mr. Rogério Rokembach holds a bachelor’s degree in Accounting from the Pontifical Catholic University of Rio Grande do Sul (PUC-RS) and has specializations in accounting and systems auditing, as well as in business administration and corporate strategy. He is a Fiscal Council member certified by the Brazilian Institute of Corporate Governance (IBGC) and has over 30 years of solid professional experience in the fields of auditing and business consulting.
Member
Mr. Ricardo is the Founding Partner of Argucia Capital Management. He has extensive experience in the capital markets and financial sector, having worked at Mellon Global Investments Brasil, Banco Brascan (currently Brookfield Asset Management), Banco Gulfinvest S.A., and Banco Nacional. He holds a degree in Electrical Engineering, with an emphasis on systems and production, from PUC-Rio (Pontifical Catholic University of Rio de Janeiro), where he also completed a master’s degree in Production Engineering. He holds the CFA designation and completed the OPM program at Harvard Business School. He currently serves as a member of the Board of Directors and the Audit Committee of Westwing S.A. since 2023, and as a member of the Fiscal Council of Elektro Redes S.A. since 2018. He previously served as a member of the Board of Directors and Chairman of the Audit Committee of Caixa Econômica Federal (2022–2023), as well as a Fiscal Council member at Refinaria Ipiranga (2007–2008), Contax (2010–2011), CESP (2018–2019), and Smiles Fidelidade (2018–2021). He also served as President of the Rio de Janeiro Chapter of the Entrepreneurs' Organization (EO) and as the organization’s Global Governance Director.
Member
Ms. Maria Luiza dos Anjos Oliveira holds a degree in Accounting from the School of Economics, Business and Accounting (FEA) of the University of São Paulo (USP) and an Executive MBA from IESE Business School. She has over 15 years of professional experience, having worked as an auditor at Deloitte Touche Tohmatsu, focused on real estate companies, and as controller and Investor Relations manager at Even S.A., Melnick, and Lavvi. She currently serves as Chief Financial Officer at Planta Inc.
Financial Committee
The Committee is a collegiate body that advises, instructs and counsels Melnick's Council of Administrations. Its objectives are to monitor the Company's financial planning, with a focus on generating economic value and optimizing the capital structure and cash flow, with a view to the financial health and continuity of the business, measuring and mitigating financial risks.
The Committee is made up of a minimum of three (03) and a maximum of four (04) members elected by the Council of Administrations, with at least one (01) specialist member, at least one (01) member of the Council of Administrations and the Company's Chief Financial Officer. The members will have unified terms of two (2) years and may be re-elected.
Responsible for the Committee
Mr. Melnick is our chief executive officer. He joined Melnick Construções in 1994. Between 2011 and 2019, following Melnick Construções merged with Even, Mr. Melnick became an executive officer of our company. In 2020, he was elected as our chief executive officer. Mr. Melnick holds a bachelor's degree in civil engineering from the Federal University of Rio Grande do Sul (Universidade Federal do Rio Grande do Sul – UFRGS).
Independent Director
A Materials Engineer graduated from the Federal Technological University of Paraná, with a degree in Corporate Finance & Investment Banking from FIA Business School and a CGA certification from ANBIMA, is a partner and analyst in the Research department at Real Investor Asset Management, an asset management company focused on equity strategies. He has also worked in the Investor Relations department of one of the country's largest real estate developers, Cyrela Brazil Realty, where he was involved in preparing information for the market and administration, meeting the needs of investors and stakeholders in general.
Member
He holds a degree in Economics from Insper and a postgraduate degree in Business Administration with an extension in Finance from FGV. He began his career at Unibanco, where he worked across several areas and products, and in 2006 assumed the position of equity fund manager at the bank. In 2009, he became a portfolio manager at Brasil Warrant Gestão de Investimentos, managing an average portfolio of R$650 million, and in 2017 became a partner and portfolio manager at Kapitalo, with approximately R$1.5 billion under management.
Related Parties Committee
The Related Parties Committee is an advisory body linked to the Company's Council of Administrations, to whom it reports, acting independently of the Board of Directors, with the aim of ensuring that all decisions, especially those related to transactions with related parties, are taken with the interests of the Company and its shareholders in mind, and are conducted under market conditions, respecting the best corporate governance practices, with due transparency.
The Committee is made up of three (3) and a maximum of four (4) members appointed by the Council of Administrations, at least one (1) of whom is a specialist and at least one (1) of whom is independent of the Council of Administrations, as defined by the Novo Mercado Regulations of B3 S.A. - Brasil, Bolsa, Balcão. The elected members of the Committee will have unified terms of two (2) years and may be re-elected.
Member
Mr. Melnick is our chief executive officer. He joined Melnick Construções in 1994. Between 2011 and 2019, following Melnick Construções merged with Even, Mr. Melnick became an executive officer of our company. In 2020, he was elected as our chief executive officer. Mr. Melnick holds a bachelor's degree in civil engineering from the Federal University of Rio Grande do Sul (Universidade Federal do Rio Grande do Sul – UFRGS).
Responsible for the Committee
Since 1987, Mr. Bersch has been responsible for the labor practice at the Porto Alegre office of TozziniFreire Advogados. He has recognized experience for his work in litigation and legal advice. He was a mediator of the 1st Special and Small Claims Court of Porto Alegre (1º Juizado Especial e de Pequenas Causas de Porto Alegre) from 1988 to 1990, in addition to having been the legal vice-president of Grêmio Futebol Porto Alegrense in 2000. He holds a bachelor's degree in law from the Federal University of Rio Grande do Sul (Faculdade de Direito da Universidade Federal do Rio Grande do Sul – UFRGS).
Member
A Materials Engineer graduated from the Federal Technological University of Paraná, with a degree in Corporate Finance & Investment Banking from FIA Business School and a CGA certification from ANBIMA, is a partner and analyst in the Research department at Real Investor Asset Management, an asset management company focused on equity strategies. He has also worked in the Investor Relations department of one of the country's largest real estate developers, Cyrela Brazil Realty, where he was involved in preparing information for the market and administration, meeting the needs of investors and stakeholders in general.
Member
He holds a degree in Economics from Insper and a postgraduate degree in Business Administration with an extension in Finance from FGV. He began his career at Unibanco, where he worked across several areas and products, and in 2006 assumed the position of equity fund manager at the bank. In 2009, he became a portfolio manager at Brasil Warrant Gestão de Investimentos, managing an average portfolio of R$650 million, and in 2017 became a partner and portfolio manager at Kapitalo, with approximately R$1.5 billion under management.
Ethics Committee
The Ethics Committee is a non-statutory advisory body elected by the Company's Board of Directors, to whom it reports, acting independently from the Board of Directors, having an advisory nature and deliberative powers, maintained to advise the Board of Directors, the Audit Committee, and the Management in adopting strategies, policies, and measures aimed at disseminating an ethical culture and internal values, mitigating risks, including acting in cases involving possible misconduct and forwarding the appropriate applicable recommendations.
The Committee consists of three (3) members appointed by the Board of Directors and will have unified terms of office of two (2) years, with the possibility of re-election.
Member
He holds a degree in Actuarial Science from the Federal University of Rio Grande do Sul (UFRGS). He began his career working at pension and capitalization companies. He later worked as a Senior Consultant at Deloitte Touche Tohmatsu. He has over 10 years of experience in Internal Audit, Corporate Governance, and Risk Management, with experience in structuring departments, developing methodologies, and strengthening control environments within organizations. He has experience in implementing practices aligned with the recommendations of the IIA (The Institute of Internal Auditors). He currently serves as Internal Audit Coordinator at Melnick.
Member
Has a degree in Engineering from the Federal University of Rio Grande do Sul (UFRGS), an MBA in Strategic Business Management from FGV, and a certification in Change Management from PROSCI. Worked for 7 years in organizations such as Gerdau, RBS, and Yara, where she worked in several areas and changed to Human Resources in 2018.
Member
Bachelor of Law from UniRitter, with an LL.M. in Business Law from Fundação Getulio Vargas (FGV) and executive training in Legal Department Management from Insper. He began his career at Amcham (American Chamber of Commerce), where he structured the Government Relations department and coordinated advocacy initiatives. Later, he worked as an associate attorney at a prestigious law firm before transitioning to the financial sector at an international multi-service bank, where he built a career spanning over 12 years. His roles included leading legal operations in Brazil, Chile, and Argentina, serving as Chief Legal Officer for Latin America and Ombudsman. He has experience managing legal services, compliance programs, privacy, and corporate governance, as well as extensive expertise in financial transactions and M&A.