Insisting on rejected names for Petrobras is an attack on governance, say experts

The government’s insistence on electing to the Petrobras board names rejected by the company’s internal bodies was seen in the market as another attack on the state-owned company’s governance by the Bolsonaro government and will be the subject of a lawsuit filed by oil workers.

Lawyers heard by Sheet, however, disagree on the possibility of reversal in Justice. The case is unprecedented since the enactment of the State-Owned Companies Law and there is still no jurisprudence.

This Thursday (21), the FUP (Federação Único dos Petroleiros) and Anapetro, which represents oil tankers, shareholders of Petrobras, announced that they are going to court against the government’s decision and also promised representation at the CVM (Securities Commission).

They question the insistence on the election, to the company’s board of directors, of Jhônatas Assunção and Ricardo Soriano, who had their names vetoed by the internal committee that analyzes nominations for the state-owned company and by the board itself.

Assunção is the number two of the Minister of the Civil House, Ciro Nogueira, and Soriano is the head of the PGFN (Attorney General’s Office). For the state-owned Eligibility Committee, their appointments would create a conflict of interest between the company and the controlling shareholder.

The committee’s decision was announced on Thursday (14) and confirmed by the board of directors on Monday (18). This Wednesday (20), the MME (Ministry of Mines and Energy) announced that it would maintain the nominations, as it does not see “the necessary legal support” for the fences.

The committee is one of the tools implemented by the State-Owned Companies Law to reinforce the shielding of these companies against political indications. The law established a series of requirements for appointments and created internal control bodies to ensure compliance.

In the financial market, the government’s violation of these rules reinforces the perception of risk about Petrobras, which was already gaining strength with the wave of attacks from the Planalto and allies against the company and the State-owned Companies Law.

For Ilan Arbetman, an analyst at Ativa Investimentos, the insistence on names weakens the legal framework created to protect the state-owned company. “Governance processes make a company, whether mixed capital or not, stronger.”

“The announcement [do MME] may rekindle some of the governance concerns that existed before the changes, which we consider positive, in the company’s governance and legislation”, wrote analysts Luiz Carvalho, Matheus Enfeldt and Tasso Vasconcellos, from UBS BB.

For lawyer Carlos Portugal Gouvêa, professor of Commercial Law at USP and a partner at PGLaw, the government runs the risk of committing illegality by insisting on names, as the law is clear in establishing criteria for nominations.

One of them prohibits the appointment of holders of management or advisory positions in the public administration, which would prevent the election of Assunção and Soriano. “The law is explicit, it says: ‘it is forbidden'”, he says, stressing that the objective is to prevent state-owned companies from serving the interests of governments.

For Marcelo Godke, professor at Insper, Faap and CEU Law School, the chance of reversing the situation is small. “The opinion [do comitê de elegibilidade] must be taken into account, but it is not decisive”, he says.

Godke adds that Petrobras’ statute provides for arbitration to debate this type of issue, which would make it even more difficult to obtain injunctions that prevent the election of names.

The meeting scheduled for August 19 will elect 8 of the 11 seats on the board and was convened by the government as part of an effort to have a more aligned command in the company. For this reason, its list of eight nominees is made up mostly of public office holders, which has not happened since Dilma’s government.

Banco Clássico, the company’s largest private shareholder, indicated two other names for the dispute.