Petrobras has new bylaws, awaits public spending watchdog’s decision
Petrobras’s shareholders approved changes to the company’s bylaws on Thursday (30), including the creation of a capital reserve and adjustments to an article dealing with top management appointments. However, the changes should not be implemented immediately, since on Thursday the Federal Court of Accounts (TCU) ordered Petrobras, in a precautionary measure, not to register the changes in the bylaws until the decision on the merits. It also gave the state-owned company 15 days to respond.At the meeting, the company’s representatives said they would respect the TCU’s decision, which was issued on Thursday morning, before the Extraordinary General Meeting at the company’s headquarters in downtown Rio.Shareholders accounting for 54.98% of the votes (equivalent to 3.8 billion shares) approved the changes in the bylaws. Investors totaling 31.96% of the votes, or 2.2 billion shares, voted against the changes. Abstentions amounted to 906.5 million shares, or 13.06% of the votes.At the meeting, Petrobras proposed excluding paragraph 2 of article 21 of the bylaws, which replicates the State-Owned Companies Law (13,303/2016). The deleted paragraph dealt with the prohibition of political appointments to the company’s management. This section had been suspended in March by an injunction issued by then Federal Supreme Court (STF) Justice Ricardo Lewandowski. The proposal to exclude the paragraph was approved at the meeting without waiting for the STF plenary to rule on the injunction, scheduled for Wednesday (6).In addition to deleting the paragraph, Petrobras’s management team proposed including a sentence at the beginning of article 21. The sentence would read: "[...] For the investiture [of an executive], the company will only consider hypotheses of formal conflict of interest in the cases expressly provided for by law." According to sources, this wording served the interests of some Petrobras directors appointed by the federal government and benefited by Justice Lewandowski’s injunction.Following the injunction issued by TCU member Jorge Oliveira, the federal government, as Petrobras’s controlling shareholder, proposed new wording for article 21 of the company’s bylaws at the meeting. It reads as follows: "For the investiture [of executives], the company will consider the hypotheses of material conflict and, in the case of hypotheses of formal conflict, only those expressly provided for by law."From the point of view of material conflict, there is...
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