Government elects Silva and Luna and contains minority offensive on Petrobras board – 12/04/2021 – Market

The government was able to contain a minority offensive on the Petrobras board and elected seven of the eight executives in a shareholders’ meeting this Monday (12) that it appointed for the renewal of the collegiate after a disbandment caused by the change in command of the company.

At the meeting, the shareholders also approved the dismissal of the president of the state-owned company, Roberto Castello Branco, and the appointment to the board of directors of his replacement, general Joaquim Silva e Luna – who can now be elected by the board itself to run the company.

In the past few days, minority investors from Petrobras have negotiated an offensive to put more names on the board, which has the last word on strategic decisions, in order to try to limit the risks of intervention in the company’s management.

The idea was to try to get two or three names linked to private investors in vacancies occupied by the Union in the current management, but the strategy was unsuccessful. Only one of the nominees by the minority shareholders, Marcelo Gasparino, managed to get enough votes to be elected.

Thus, the composition of forces does not change, since one of the vacancies in the Union was already occupied by a representative of minority shareholders, lawyer Leonardo Pietro Antonelli, since July 2020.

The Petrobras board has 11 seats, eight of which are usually occupied by government nominees. Two others are reserved for minority shareholders and the last for a representative of the state’s workers.

As the government has 50.5% of the voting shares, the election of foreign executives for their vacancies depends on great support among minority shareholders.

In addition to Silva and Luna, the government re-elected two other names with a history in the Armed Forces to the collegiate: admiral Eduardo Bacellar Leal Ferreira, who was re-elected president of the collegiate, and reserve officer Ruy Flaks Schneider.

The two were the only ones from the last formation of the council who accepted the invitation for renewal. The MME (Ministry of Mines and Energy) invited five other executives for another term, but they declined due to the risk of political interference.

The unprecedented stampede on the board of the largest Brazilian state-owned company mainly reflects the market’s dissatisfaction with Bolsonaro’s statements about the fuel price policy. The president repeats that he will not intervene, but he classifies adjustments as “inadmissible” and asks that the company have a social role.

Among the nominees of the Union, Murilo Marroquim, Marcio Weber, Sonia Villalobos and Cynthia Silveira were also elected. They all declared themselves independent from the government.

Minority shareholders came to present four candidates, but two withdrew to avoid dividing votes or giving more votes to nominees from the Union, since the early participation mechanisms used by foreigners did not allow votes only in minorities.

“The best interest of shareholders makes it necessary to give up candidacies to enable at least one [representante dos minoritários] can be kept on the board of directors, “said Antonelli, who was one of them.” Considering that I have already given my collaboration, better that others come. “

Castello Branco’s dismissal depended only on the government’s votes. His departure was approved by votes of the holders of 58.28% of the votes of holders of common shares. 21.88% of the votes were against and another 19.84% abstained.

One of the shareholders who spoke at this stage of the vote, investor Renato Chaves said he opposed the dismissal because “the process of replacing the company’s president was done in violation of good corporate governance practices.”

The committee that evaluates the resumes of those nominated for executive positions in the company saw the possibility of a conflict of interest in the appointment of Weber, who was director of Petroserv, a supplier and operator of drilling rigs at Petrobras, until August 2020.

Considering the legal opinion of the state-owned company, the chairman of the meeting, Francisco Costa e Silva, stated that the committee has an advisory role and has no decision-making power, leaving the final word to the shareholders.

With his departure from the board, Castello Branco leaves the presidency of Petrobras after just over 28 months. Next to the Minister of Economy, Paulo Guedes, he was praised by the market but with strong clashes with unions and opposition parties, contrary to his proposal to sell refineries.

After the announcement of his resignation, on February 19, he also became the target of Bolsonaro supporters, who began to repeat the president’s attacks on the executive’s salary and the adoption of a home office by the state-owned company in the pandemic on social media. Four directors of the company have already announced that they will go out with him.

The way in which Bolsonaro announced the exchange caused the state company to lose R $ 102.5 billion in market value in just two days and generated four lawsuits at the CVM (Securities and Exchange Commission) to investigate non-compliance with disclosure rules and suspected use privileged information on operations on the Stock Exchange.

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