The Approval of Changes to the Bylaws Was Expected by the Market Given That the Union, the Major Shareholder, Holds the Most Votes, Which Naturally Influences Decision-Making in the Document Amendment Process. This Situation Was Widely Anticipated and Did Not Surprise Analysts.
Despite this, Petrobras Will Only Be Allowed to Include This Section in the Minutes of the Extraordinary General Assembly After Receiving a New Manifestation from the TCU.
The Representative of the Union, Ivo Timbó, Opted to Change the Content of the Proposal During the Extraordinary General Assembly, Incorporating the Concepts of Material and Formal, Which Practically Results in the Restoration of the Original Bylaws Text.
According to the TCU, the Previous Wording Deviates from the State-Owned Companies Law by Attempting to Promote a Misguided Interpretation Regarding Conflict of Interests and ‘Prevent Prior Analysis of the Conflict of Interest of the Appointee’. To Simplify the Procedure, the Union Decided to Include Any Type of Conflict in the Text.
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Controversial Exclusion of the Restrictions for Appointing Managers
The Controversial Process of Excluding Restrictions on the Appointment of Managers Was Also Approved by the AGE. This Is a Topic That Has Been a Subject of Debate Throughout the State-Owned Company’s Tenures, Both Under the Bolsonaro Administration and the Lula Administration. Names That Should Be Barred from Holding Positions Due to Conflicts of Interest, Being Linked to the Government or Political Parties, Have Held Seats on the Board of Directors.
However, on Wednesday, the 29th, the Court of Auditors of the Union (TCU) Issued a Precautionary Measure to Suspend the Analysis of the Proposal That Modifies the Headline 21 of the Bylaws, Which Addresses Conflicts of Interest in the Appointment of Managers. The Council’s Suggestion Presented to the AGE Is to Include a Passage in the Bylaws So That Formal Conflicts of Interest Are Resolved on a Case-by-Case Basis.
The Extraordinary Meeting of the General Assembly (AGE) of Petrobras (PETR3;PETR4) Approved by a Majority (54.98%) of Votes on September 30 the Proposals from the Board of Directors for Amendments to the Company’s Bylaws. One of the Most Controversial Issues Is the Creation of a Capital Reserve for Dividend Payments, Which Displeases the Market for Threatening the Distribution of Extra Profits, According to Analyses. The Votes Against the Proposal Totaled 31.96% and Abstentions Were 13.06%.
The Approval of Changes to the Bylaws Was Already Anticipated by the Market, Considering That the Government Is the Controlling Shareholder and Therefore Holds the Largest Number of Votes.
Source: InfoMoney

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