Petrobras contests government and says it discussed statute with ministries

Petrobras Governance Director Salvador Dahan said this Thursday (14th) that the company presented to various government bodies the proposal to reform the bylaws that reinforces the company’s governance structure.

The statement contests the justification used by the MME (Ministry of Mines and Energy) to ask for the postponement of the vote on the changes at a shareholders’ meeting that started on Wednesday, but ended only in the early hours of this Thursday.

The government’s request was criticized by minority shareholders in favor of the measures, who even filed a complaint with the CVM (Brazilian Securities and Exchange Commission) for abuse of the government’s voting power during the meeting.

Among other changes, Petrobras proposes to transfer decisions on the social responsibility policy to the board of directors and establish a qualified quorum for the appointment and dismissal of the state-owned company’s Director of Governance.

The proposal was officially presented to shareholders on March 9 and, according to Dahan, had been previously discussed with the Ministries of Mines and Energy and the Economy, with the Civil House and with Sest (Secretariat for Coordination and Governance of State-Owned Companies). .

However, a few hours before the start of this Wednesday’s assembly, rumors began to circulate that the government would ask for the postponement of the vote, confirmed in the early afternoon by the MME, on the grounds that it had not had the opportunity to consider the measures.

In a note, the ministry said that the topics “will be addressed at a next opportunity, as the matters are no longer submitted for consideration by the supervisory ministry, as provided for in the ordinance of the Ministry of Economy”.

“The MME did not ask to withdraw [o item da pauta]the rite was just not followed”, concludes the text. At the assembly, the representative of the Union asked for the postponement of the vote and after more than 30 minutes of deliberation, the request was granted under protests from the minority.

Private investors even tried to force the vote, claiming that the government could vote against the proposal.

After the decision, Dahan explained the rites of approving the measures. “There was a discussion and formalization of the proposal to the different competent bodies. And I am referring to the debates widely held with technical areas of Sest, National Treasury, Civil House and MME”, he said.

He cited a meeting with representatives of the ministry on March 11, “in which we were able to explain in detail the proposals that were being presented”, and sending the documentation on March 17.

“We understand that the whole rite of communication, alignment, explanations has been done,” said Dahan. “No obstacles were raised for the company in these opportunities. On the contrary, positive feedbacks were received.”

Representative of minority shareholders on Petrobras’ board of directors, Rodrigo Mesquita de Pereira complained that the removal of the topic from the agenda “is not appropriate”.

“I don’t see any reason for the Union to ask for more time, since it has already been consulted, informed and has even discussed the matter,” he said. “The Union, if it is not comfortable with the proposed amendments, should vote against the matter, not approving.”

The Union representative resisted voting and, as the majority shareholder, guaranteed the postponement of the vote with her votes alone.

At the meeting, Petrobras shareholders approved the renewal of the company’s board, with the inclusion, among others, of the government’s nominee to preside over the state-owned company, José Mauro Coelho. He is expected to be confirmed in office by the board this Thursday.

The government, however, suffered a defeat by losing one more seat on the collegiate to minority shareholders, who will now have 4 of the 11 members. The Union got six and the state-owned employees have one.