GOVERNANCE PRACTICE

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CORPORATE GOVERNANCE PRACTICE

Both the North American Company, as well as the Brazilian Company, both follow what is established by the National and International Institute of Corporate Governance ("IBGC"), as conceptualized, corporate governance is the system by which companies are directed and monitored , involving the relationships between shareholders, the board of directors, the executive board, independent auditors and the fiscal council. The basic principles that guide this practice are: (i) transparency; (ii) equity; (iii) accountability; and (iv) corporate responsibility.​

According to the principle of transparency, it is understood that management must cultivate the desire to inform not only the company's economic and financial performance, but also all other facts (even if intangible) that guide business activity. Equity means the fair and equal treatment of all minority groups, employees, customers, suppliers or creditors. Accountability, in turn, is characterized by the accountability of the actions of corporate governance agents to those who elected them, with full responsibility of those for all the acts they practice. Finally, corporate responsibility represents a broader vision of corporate strategy, with the incorporation of social and environmental considerations in the definition of the companies' businesses and operations.​

New Market.

​In 2000, BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros introduced three trading segments, with different levels of corporate governance practices, called Level I, Level II and Novo Mercado, with the objective of encouraging companies to follow best practices of corporate governance and adopt an additional level of disclosure of information in relation to that required by law.

 

MCOIN - MILLENNIUM CONCERT INTERNATIONAL, intends to have its name and commercial segment listed in the Brazilian and New York stock exchanges in the future, which are intended for trading shares issued by companies that voluntarily undertake to observe corporate governance practices and disclosure requirements information, in addition to those already imposed by Brazilian legislation. In general, such rules expand shareholders' rights and increase the quality of information provided to shareholders.

The Novo Mercado is the most rigorous of them, requiring the most corporate governance practices among the three segments. Companies that voluntarily adhere to the Novo Mercado voluntarily submit to certain stricter rules than those present in Brazilian legislation, and also North American laws, for example, being required to (i) issue only common shares; (ii) maintain at least 25% of the Company's capital stock in circulation; (iii) detail and include additional information in the quarterly information; and (iv) make available the annual financial statements in English and based on internationally accepted accounting principles or based on international corporate law, in this case accompanied by an explanatory note that demonstrates the reconciliation of the result for the year and the shareholders' equity calculated in accordance with international accounting criteria and in accordance with internationally accepted accounting standards, highlighting the main differences, and the opinion of the independent auditors. Adherence to the Novo Mercado takes place through the signing of a contract between the company, its managers and controlling shareholders and the BM&FBOVESPA - Bolsa de Valores, Mercadorias e Futuros, in addition to adapting the company's bylaws to the rules contained in the Novo Mercado.

 

Arbitration Arbitration Clause.​

Pursuant to our Bylaws, the Company, its shareholders, managers, members of the Fiscal Council undertake to resolve, through arbitration, pursuant to the Arbitration Rules of the Market Arbitration Chamber, any and all disputes or controversies that may arise among them, related to or arising, in particular, from the application, validity, effectiveness, interpretation, violation and its effects, of the provisions contained in our Bylaws, in the shareholders' agreements filed at the Company's headquarters and in the provisions of the Companies Law by Shares, before the Market Arbitration Chamber - Securities, Commodities and Futures Exchange (“Chamber”), in accordance with the set of rules that govern the performance and functioning of the Chamber.

 

Without prejudice to the validity of the arbitration clause, any of the parties to the arbitration procedure shall have the right to appeal to the Judiciary in order to, if and when necessary, request precautionary measures for the protection of rights, whether in an arbitration procedure already instituted or not yet instituted. , and as soon as any measure of this nature is granted, the competence to decide on the merits will be immediately restored to the arbitral tribunal that has been established or to be established.