After confusion in nominations, Petrobras elects a new board this Wednesday (13)

After a troubled process of choosing names by the federal government, Petrobras shareholders meet this Wednesday (13) to evaluate the third exchange of the president and the biggest renewal of the board of directors in little more than three years of government.

At the meeting, they will also evaluate, among other topics, the company’s financial statements in 2021 and the management compensation proposal, which sets aside R$ 13.1 million to pay bonuses to company directors for profits in recent years.

With a majority of shares with voting rights, the government will hardly fail to elect its eight nominees to the board, but the market expects a dispute with minority investors, who are interested in expanding their participation in the collegiate.

Responsible for approving strategies and appointments for the company’s board of directors, Petrobras’ board has 11 seats, one of which is reserved for the company’s employee representative, engineer Rosângela Buzanelli.

Another two are reserved for minority shareholders, who in recent years ended up electing three representatives, advancing on one of the vacancies in the Union.

Private investors have nominated seven names and will try to place more than the two predicted vacancies by requesting the adoption of multiple voting, a system that provides for the election of each of the representatives of the board and not of blocks of representatives.

With this model, in 2020 they managed to sign three representatives. In 2021, they attempted a fourth wave, but were unsuccessful. Sources believe that there may be conflict between minority shareholders and the Union in the debate for the adoption of multiple voting.

Main items of the Petrobras meeting

1) Elect new board of directors

nominated by the government

• Márcio Andrade Weber (chairman of the board)
• José Mauro Ferreira Coelho (appointed to preside over the company)
• Carlos Eduardo Lessa Brandão
• Eduardo Karrer
• Luiz Henrique Caroli
• Murilo Moroquim de Souza
• Ruy Flaks Schneider
• Sonia Julia Sulzbeck Villalobos

Nominated by minority shareholders

• Ana Maria Horta Veloso, nominated by shareholders represented by Navi Capital
• Francisco Petros, nominated by shareholders represented by Magnus Barbagallo Gomes de Souza and Hassan Jorge Mourani Filho
• Rodrigo de Mesquita Pereira, nominated by funds managed by Banco Clássico
• Daniel Alves Ferreira, nominated by funds managed by Banco Clássico
• Marcelo Mesquita de Siqueira Filho, nominated by shareholders represented by managers Navi Capital, Távola Capital, Kapitalo Investimentos and Kapitalo Ciclo Gestora de Recursos
• José João Abdalla Filho, nominated by funds managed by Banco Clássico, in case of multiple voting
• Marcelo Gasparino da Silva, nominated by funds managed by Banco Clássico, in the event of a multiple vote

2) Approve the 2021 financial statements

• Year in which Petrobras posted record profit of R$106.6 billion

3) Approve management compensation

• Expected expenditure of BRL 39.6 million in salaries and benefits for officers and directors
• R$ 13.1 million refer to bonuses paid to the executive board for the results obtained in previous years.
• Petrobras does not say what the record profit bonus for 2021 will be

The main antagonist of the government in the dispute is the investor Juca Abdalla, appointed as the sponsor of most of the nominees by minority shareholders and himself a candidate for a position as representative of holders of common shares.

Minority shareholders understand that a greater number of directors guarantees them greater power of inspection against government interference in the company’s business, such as the damming of fuel prices, for example.

On another front, there may also be questions about the voting process, since the ballots were distributed before the final definition of the nominees for the presidency and the council: only last Tuesday (6), Petrobras received the nominations of José Mauro Coelho and Marcio Weber.

Coelho was appointed to replace General Joaquim Silva e Luna in command of the company. Weber, already a counselor, was appointed to chair the collegiate in place of Admiral Eduardo Bacelar Leal Ferreira. Before, however, the first names for the vacancies were Adriano Pires and Rodolfo Landim.

The two gave up after questioning about possible conflicts of interest, generating one of the most troubled changes in command of the state-owned company in recent years.

The government’s final list indicates a renewal of the council, since four of those nominated by the Union do not participate in the current council: in addition to Coelho, the nominations of Carlos Lessa Brandão, Luiz Henrique Caroli and Eduardo Karrer are new. The government did not justify the exchanges.

In the market, however, the assessment is that both the new board and the new president will maintain the company’s current strategy and will not give in to pressures by damming prices, since both the State-owned Companies Law and the company’s statute have mechanisms to avoid operations at a loss.

The meeting will also evaluate the compensation proposal for the company’s managers. Petrobras proposes to its shareholders to set aside R$ 13.1 million for the payment of bonuses to its directors in 2022.

The amount is almost equivalent to the amount spent in 2021, but that year the figure contained INSS and FGTS charges, which does not occur in 2022. .6 billion, the company said the information is not public.

In all, Petrobras proposes to spend BRL 39.6 million on executive compensation for its management, including directors and directors, in 2022. The amount is 15.9% lower than in 2021, which included INSS and FGTS expenses. Excluding these items, there was a rise of 0.37%.