How does the Petrobras board that will decide the new president work

Petrobras’ board of directors will decide whether or not to accept the name of Caio Paes de Andrade as president of the company, appointed by President Jair Bolsonaro (PL) in place of José Mauro Coelho, who resigned this Monday (20) . Despite Coelho’s resignation, Paes de Andrade will not be able to assume the presidency of the company immediately.

The company’s current director of exploration and production, Fernando Borges, will assume the interim presidency. Petrobras informs that he will remain in office until the election and inauguration of the new president of the state-owned company, who needs to become a member of its board of directors.

The replacement appointed by the government will need to be evaluated by an internal committee that analyzes the nominations at the state-owned company and have his name endorsed at a shareholders’ meeting, whose date has not yet been scheduled. The government tries a maneuver to approve the appointment of Paes de Andrade before the assembly that will analyze the renewal of the council.

As with Coelho in April 2022, the appointment of the new president of the state-owned company must be submitted to Petrobras’ internal corporate governance procedures, which, according to the company, include analyzes of compliance and integrity necessary for the succession process, with consideration by the committee. of appointment, compensation and succession, by the board of directors and, later, by the general shareholders’ meeting.

UNDERSTAND THE COUNCIL

How is the council formed?

Petrobras’ board of directors is made up of at least 7 and at most 11 members. Currently, there are 10. Members have terms of office of up to two years and can have up to three consecutive re-elections. All board members, including the chairman, are elected at a general shareholders’ meeting. The Union, which is the majority shareholder, has the prerogative to appoint the majority of members.

Who chairs the council?

The current board is chaired by Márcio Andrade Weber, a civil engineer who graduated from the Federal University of Rio Grande do Sul (1975), with a specialization in petroleum engineering from Petrobras. Appointed by the controlling shareholder, he joined Petrobras in 1976, where he worked for 16 years, having been one of the pioneers in the development of the Campos Basin, and held several managerial and executive positions.

What does the chairman of the board do?

In collegiate meetings, it is up to the chairman of the board to convene the directors to express their views on the topics addressed, control the extent and relevance of interventions, organize votes and declare results. In case of absence or impediment to conduct the meeting, the chairman may appoint a substitute, who will not have the casting vote, responsible for the tiebreaker.

How does the board work?

Petrobras’ Board of Directors meets at least once a month. The group can also hold extraordinary meetings. The meetings are held when the chairman of the board or the majority of the members is called. The call for the meeting is made in writing, at least seven days in advance. There is an exception for cases of “manifest urgency” defined exclusively by the chairman of the board. The board may occasionally invite company executives and people outside Petrobras in order to collaborate with the discussions.

What are the rules of deliberation?

Board members have the right to ask for a view of the deliberated topics. It is up to the chairman of the board to examine the request and submit it to the decision of the board members. In this case, the deliberation pertinent to the matter in question will be suspended until the next meeting, when the director’s vote must be cast. The period of review may be extended at the request of the group chairman or an interested adviser. According to the bylaws, operations involving the Union must be approved by a qualified majority, that is, by the vote of ⅔ of the directors present. In the event of a tie, the Chairman of the Board will have decision-making power.

Who are the current members?

Four members of the company’s board were appointed by the Union, which is the controlling shareholder. The others were elected by the other shareholders.

Francisco Petros

Appointed by minority shareholders, he is a lawyer at Universidade Mackenzie, specializing in corporate governance, compliance and forensic investigations. He also holds a degree in economics from the Pontifical Catholic University of São Paulo, a postgraduate degree in finance (MBA) from Ibmec (Brazilian Capital Market Institute).

Jose Joao Abdalla Filho

Appointed by minority shareholders, he is a long-term stock market investor. He has experience on the boards of CEG and Cemig (Energetic Company of Minas Gerais), working in the Energy and Oil and Gas market segments. He has been CEO of Banco Clássico SA and controlling shareholder since 1989, a full member of Cemig’s board of directors since 2019.

Luiz Henrique Caroli

Appointed by the government, he has been an Admiral of the Brazilian Navy since 2016. He holds a doctorate in Naval Sciences from the Escola de Guerra Naval. He held various commands and directions in the Brazilian Navy, having held the positions of Chief of Logistics of the Joint Chiefs of Staff of the Armed Forces and Director General of Navy Material.

Marcelo Gasparino da Silva

Appointed by minority shareholders, he is a lawyer and specialist in corporate tax administration. He has been a member of the Board of Directors of Petrobras since 2021. He was a member of the boards of directors of Bradespar, Battistella, Casan, Celesc, Eletrobras, Eletropaulo, Gasmig, Keple Weber, Tecnisa and Usiminas. He was a member of the fiscal councils of AES Tietê, Bradespar and Braskem.

Marcelo Mesquita de Siqueira Filho

Elected by minority shareholders holding common shares since 2016, the economist is a founding partner of Leblon Equities, a fund manager focused on Brazilian shares and co-manager of equity and private equity funds. He worked in the capital markets area of ​​the bank UBS Pactual and was an analyst for commodities companies at Banco Garantia. Marcelo is also a member of the board of directors of Tamboro Educacional and of the Endowment of PUC-Rio.

Murilo Moroquim de Souza

Nominated by the Union. He holds a degree in geology from the Federal University of Pernambuco, with a master’s degree in geophysics from the University of Houston, Texas, in the United States. He has worked in the oil industry for 50 years, having worked in more than 20 countries in America, Europe, Africa and Asia. He worked at Petrobras between 1971 and 1994, where he held various managerial positions in the exploration and production area, having been Director of Brasoil UK (1989-1993), in London, with exploration activities in the North Sea and other Basins.

Rosangela Buzanelli Torres

Elected by the company’s employees in 2020, Torres joined Petrobras in 1987 in the position of geophysics and currently works in the area of ​​deep water offshore exploration operations. She has a master’s degree in geosciences from Inpe (National Institute for Space Research).

Ruy Flaks Schneider

Appointed by the government, Schneider is a reserve officer in the Navy and chairman of the board of directors of the Liga da Reserva Naval do Brasil. Mechanical and production industrial engineer, he founded the industrial engineering department at PUC-Rio (Pontifical Catholic University of Rio de Janeiro), where he was director.

Sonia Julia Sulzbeck Villalobos

Nominated by the government, she holds a bachelor’s degree in public administration and a master’s degree in business administration with a specialization in finance, both at the São Paulo School of Business Administration (Eaesp-FGV). She was a member of the Petrobras Board of Directors from 2018 to 2020, being elected again in 2021 and in 2022.