Political interference undermines governance at Petrobras
The Petrobras dividend crisis highlights a problem in the company’s governance, revealing a rift between the board of directors and the management team that does not bode well for the oil company, specialists in corporate governance and law told Valor. These frictions are the result of political interference that undermines the management of the state-run company, they say.A new chapter that could test the company’s compliance is the election of new board members scheduled for the general meeting of shareholders on April 25, when 10 of the 11 board members will be elected by shareholders. In addition to the election of board members, the meeting could also discuss the payment of extraordinary dividends and the use of undistributed funds by the company.The new name for the board of directors that emerged during the current crisis was that of Rafael Dubeux, deputy executive secretary of the Ministry of Finance, who is expected to be appointed by the government as a representative linked to Minister Fernando Haddad. Mr. Dubeux is likely to be added to the list of eight candidates for the board of directors sent to the company by the Ministry of Mines and Energy in February. For this to happen, one of the eight candidates nominated by the federal government—the oil giant’s controlling shareholder—will have to be removed from the list.Luiz Marcatti, CEO of Mesa Corporate Governance, said that the idea behind appointing Mr. Dubeux to the board of directors is to reduce the influence of those nominated by the Ministry of Mines and Energy, and added that the nomination and selection process should be the same."The nominee must have their resume and profile assessed by the nominations sub-committee, which is part of the human resources committee and reports to the board of directors," said Mr. Marcatti. However, he recalled, that doesn’t prevent pressure from the government to try to circumvent the rules, "as we’ve seen in other administrations with nominees for the board and even the CEO of the company who didn’t meet all the requirements."In theory, the federal government could occupy up to eight of the 11 seats on the board of directors. However, since the Bolsonaro administration (2019-2022), minority shareholders have exercised their right to unbundled votes. This allows them to cast individual votes rather than voting collectively. As a result, minority shareholders have been able to claim two seats from the federal government, leaving it with...
Para continuar a ler
PEÇA SUA AVALIAÇÃO