Petrobras Assembly approves Coelho, but government loses another seat on the board

In a confused assembly, the government suffered this Wednesday (13) a hard defeat in the process of renewing the board of directors of Petrobras. He managed to include his nominee to run the company on the board, but lost another seat to minority shareholders.

A few hours before the meeting, the MME (Ministry of Mines and Energy) decided to remove from the agenda an item dealing with changes in the company’s bylaws with the aim of improving governance, which the market interpreted as another attempt to interfere in the company.

The withdrawal had not yet been confirmed until the publication of the report.

At the meeting, the government tried to approve eight councilors, including the one appointed to preside over Petrobras, José Mauro Coelho. With a strong mobilization of minority shareholders, however, he managed to nominate only six — the nominees Carlos Eduardo Lessa Brandão and Eduardo Karrer did not have enough votes.

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. In 2021, they tried one more chair but were unsuccessful.

This time, the mobilization had an effect, with the election of four representatives of the minority groups: Francisco Petros, Marcelo Mesquita de Siqueira Filho, Marcelo Gasparino da Silva and João José Abdalla, a banker known as Juca Abdalla and one of the leaders of the movement.

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 the government side, in addition to Coelho, the new chairman of the board, Marcio Weber, Luiz Henrique Carolli, Murilo Marroquim, Ruy Flaks Schneider and Sônia Villalobos were elected. The last three were already members of the collegiate.

Coelho’s appointment to preside over the company, however, still depends on a meeting of the board of directors, which should be held this Thursday (14), the date initially scheduled for his inauguration.

The council’s approval concludes a troubled process of choosing names by the federal government, which received denials from the first two nominees for the positions, Rodolfo Landim and Adriano Pires, in the face of questions about conflict of interest.

The choice of Coelho by the controlling shareholder was made just over a week before the meeting. His name was only approved by the Petrobras committee that evaluates the candidates’ CVs this Tuesday (12).

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

The assembly started at 3:00 pm, but did not end until 11:00 pm. It was suspended for hours for counting votes until an error was discovered in the transfer to the ADR holders’ voting system, according to the company.

“It was an error of the system, of calculation”, said the president of the assembly, Francisco Costa e Silva around 21:40, when the problem was detected. “Absolutely involuntary, with no intention of harming anyone or protecting anyone,” he added.

Earlier, in the face of questions about the reasons for the delay in counting the votes, he called the statement made by a shareholder about the possibility that the government was messing with the result to avoid the election of a representative of the minority shareholders in a vacancy as an “irresponsible inference”. destined for the Union.

The agenda foresaw the approval of changes in the statute that would reinforce the structure of shielding Petrobras against interference in its management, giving more power to the board of directors over the social responsibility policy and the appointment of the Director of Governance.

The MME (Ministry of Mines and Energy), however, tried to postpone the vote, claiming that it had not previously evaluated the issue, which is its attribution as the supervisory ministry of the state-owned company.

According to Petrobras’ transparency page, however, the company’s Governance director, Salvador Dahan, met with representatives of the ministry on February 11 to discuss “Petrobras’ bylaws.”

In a note, the MME (Ministry of Mines and Energy) says that the topics “will be addressed at a next opportunity, as the matters are no longer submitted to the supervisory Ministry for consideration, as provided for in the Ordinance of the Ministry of Economy”.

“The MME did not ask to withdraw [o item da pauta]only the rite was not followed”, concludes the text.