Americanas have more than doubled directors’ salaries in recent years

At the center of an accounting scandal, Americanas had been guaranteeing high earnings to its executives in recent years, not only in salaries but also with bonuses and the transfer of performance shares.

Gains were accelerated from 2020, according to documents submitted by the company to the CVM (Securities and Exchange Commission). Between 2020 and 2021, the average amount paid to directors practically doubled, from R$ 4.3 million, in an amount adjusted by the IPCA, to R$ 8.5 million.

The proposal for 2022 provided for an average of BRL 11.8 million in salaries, bonuses and shares, but the final amount depends on the fulfillment of goals by executives and should be impacted by a possible judicial recovery process to equate the company’s debt.

When contacted, Americanas did not comment on the matter.

The high earnings of the board of Americanas are mentioned by the Antonelli Advogados office in a proposal to investors to file a collective action against the company in the United States, in an attempt to recover the loss with the meltdown of the shares after the announcement of the accounting scandal.

“The news of the judicial reorganization is even more surprising when the global remuneration of the administrators is verified”, says the lawyer Bernardo Watanabe, remembering that the amount approved to remunerate the company’s administration in 2022 is 75% higher than that of 2021.

The remuneration policy and the annual budget to pay benefits are proposed by the board of directors and approved at a shareholders’ meeting. At Americanas, the biggest shareholders are the trio of billionaires Jorge Paulo Lemann, Beto Sicupira and Marcel Telles, who own 31% of the company.

Responsible for proposing the values, the board of directors also benefited from an increase: between 2020 and 2021, the average amount paid to directors rose from R$ 180 thousand to R$ 400 thousand.

According to a survey carried out by corporate governance specialist Renato Chaves, between 2012 and 2021, Americanas’ board received R$505.4 million in salaries, bonuses and shares. Adjusted for inflation, the value exceeds R$ 630 million.

It is almost double the amount paid in the same period to the boards of Magalu and Lojas Renner, for example. In nominal values, the first paid R$ 270.8 million in the decade and the second, R$ 252.8 million.

Based on forms submitted by the company to the CVM (Securities and Exchange Commission), the survey shows that the company has a ratio between board remuneration and net income that is much higher than the other two Brazilian retail giants.

At Americanas, the total amount paid to executives in 2021 was equivalent to 11.5% of net income. At Lojas Renner and Magalu, this indicator was 2.1% and 6.9%, respectively.

When proposing the global value for 2022, the board said that the company’s compensation policy should promote “a culture of overcoming results by hiring and retaining the best people, aligned with the interests of shareholders”.

This policy, continues the text delivered by the board to the shareholders, must be analyzed “on an annual basis in order to guarantee incentives to associates to achieve exceptional results, being adequately rewarded”.

The Americanas accounting scandal has already led to the opening of five lawsuits at the CVM (Securities and Exchange Commission) and in a public civil action filed by Ibraci (Brazilian Institute of Citizenship), in addition to negotiations for collective actions in the United States.

“We are probably facing the biggest corporate fraud in Brazil”, comments Chaves. “And we hope that the CVM will be more agile in the investigation, that this does not end in a term of commitment [acordo para encerramento de processo]which gives the market a feeling of impunity.”