After the open controversy with the resignation of General Joaquim Silva y Luna from the presidency of Petrobras (PETR3;PETR4), the state-owned company will hold on Wednesday (13) a shareholder meeting that will determine the new leadership of the company and its board of directors.
Although seat exchanges are highlighted, other issues that could help protect Petrobras from political use will be analyzed.
The meeting notice states changes to regulations that enhance corporate governance, a method that makes it more difficult for the controller (the federal government) to intervene. In addition, minority shareholders are again moving to increase the number of representatives on the board.
Among the points to be discussed is the protection of the Director of Governance and Compliance, who can only be hired or fired by a qualified quorum: instead of a simple majority (50% plus one), at least two-thirds of approval is required of the Board.
The performance of committees can also be enhanced, as personnel and minority committees operate whenever there are proposals to change the criteria for appointing members of the company’s board of directors and executive board.
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One of the most important points in these times of soaring fuel prices in an election year is the proposal to expand the powers of the Board of Directors to define Petrobras’ global social responsibility policies.
Today, the powers of the board of directors are focused on the company’s strategic plan, the election of the board of directors, and the supervision of the company’s accounts.
“With these changes, it will be difficult for the observer to intervene,” says attorney Gilherme Amorim, partner at Robbins Naves Santos Jr. Lawyers.
Minority voting
According to Kroll’s general manager for Latin America, Fernanda Barroso, a compliance firm, minority shareholders should be able to approve multiple voting and increase their presence on the board, with the addition of another representative.
“As much as the federal government is obligated to compensate the company when it protects consumer interest at the expense of free competition, this affects the value of the company in the long run, so I think this time minority shareholders can be successful,” he says. Executive Authority.
Under normal circumstances, the list of eight names proposed by the union as a bloc would be voted on. With the use of multiple voting, already required by the shareholders, the votes become individual and can be concentrated in one name.
In the case of minority shareholders, votes will center on José João Abdullah Filho, better known as Juca Abdallah, Banco Clássico president and Petrobras’ largest single shareholder, and attorney Marcelo Gasparino, running for re-election for a second time.
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