Government Changes Analysis of Conflicts of Interest at Petrobras.

The Union’s Proposal Aims to Alter the Company’s Statute, But Still Needs to Be Submitted to the Scrutiny of the Federal Court of Accounts (TCU) for Approval. This Process is Essential for the Transparency and Legality of the Company’s Actions.

Today, modifications to the statute of Petrobras were approved, which also include the establishment of a capital reserve for the distribution of dividends.

During a press conference last week, the financial director and investor relations officer, Sérgio Caetano Leite, highlighted that creating the reserve would be beneficial for the company, ensuring payments to shareholders during periods of mismatch between net income and the company’s cash flow. He emphasized that ‘It is a modernization of governance. Large companies listed on B3 have this reserve’.

As the choice is the responsibility of the assembly, with predominance of the Union, the representatives appointed by Lula were all designated, provoking criticism regarding the weakening of the company’s administrative control. Similar decisions were made during the presidency of Jair Bolsonaro.

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Preliminary Decision of the Supreme Federal Court on Prohibition of Party Leaders

Efrain da Cruz, executive secretary of the Ministry of Mines and Energy (MME), and Sergio Machado Rezende, former minister and former leader of the PSB, were affected by the preliminary decision. In this context, the prohibition would be in accordance with the law.

The Supreme Federal Court’s determination, issued this year in a lawsuit filed by PCdoB, rendered certain articles of the State-Owned Companies Law unconstitutional. Internally, Petrobras’ legal team stated earlier this year that, since this is a preliminary decision, the internal committees should follow what was established in the statute, which reflected the legislation. This decision had a significant impact on the operations of state-owned companies and the appointments of their leaders.

A similar situation occurred with Pietro Mendes, now during Lula’s government. The secretary would be responsible for “possessing strategic information and proposing public policies that are directly related to the activities carried out by the company”.

The restrictions were suggested without consensus, due to various interpretations of Petrobras’ internal governance.

According to the company, the changes aim to “ensure that the Social Statute of Petrobras is kept up to date, regardless of judicial decisions on the matter”.

Under Jair Bolsonaro’s government, the federal government chose Jonathas de Castro and Ricardo Soriano de Alencar, who had been considered ineligible by the company’s internal committees.

Castro held the position of executive secretary of the Civil House of Ciro Nogueira (PP), while Soriano served as Attorney General of the National Treasury (PGFN), an agency linked to the Attorney General’s Office (AGU), within the former Ministry of Economy, led by Paulo Guedes.

The Securities and Exchange Commission (CVM) began two investigations this year regarding the abusive use of voting power by the Union, but so far has not reached any conclusions.

The current board of directors proposed changing the statute in October, which provoked a negative reaction in the market. In response, the company clarified that there would be no reduction in the requirements established by the State-Owned Companies Law.

Revision of the Company’s Draft

“The text proposed by the company seemed a bit confusing. To clarify that it will evaluate the potential material conflicts of interest, the Union is adjusting the text to be discussed,” said Timbó. With this change, the government hopes to obtain the board’s approval from the TCU.

To the original proposal, which stated that “the company will only consider formal conflicts of interest in cases specifically provided for by law,” “material conflict situations” were added, encompassing the (formal and material) options that should be considered in the selection of company administrators. **This change aims to ensure greater transparency and accountability in the management of companies**.

The minister Jorge Oliveira stated that Petrobras proposed the modification without due justification – “absent legal opinions or positions from the technical area of the company that supported this proposal”, according to the report. The internal process “demonstrates the state-owned company’s haste and formal flaws in its analysis”, he added.

During the Extraordinary General Meeting, the Attorney General Ivo Timbó, on behalf of the Union, suggested an amendment to the new statute, aiming to specify that the company considers conflicts of interest to include material cases, in addition to the formal cases that are expressly provided for by law.

The voting shareholders present at the AGE approved the proposals with a majority of 54.98%. The Union was responsible for the majority of the votes in favor. 31.96% of shareholders voted against the changes, and 13.06% abstained. In total, 93.27% of voting shareholders participated in the assembly.

The social statute of Petrobras had incorporated the State-Owned Companies Law, which includes a 36-month quarantine for party leaders, such as the counselor Sérgio Rezende, a former minister who left the PSB at the end of the year. Additionally, the statute prevented the accumulation of leadership positions in government and the board by agents who do not have a permanent link to public administration, such as the executive secretary of the Ministry of Mines and Energy (MME), Efrain da Cruz. The second modification, not related to the Supreme Court, dealt with conflicts of interest, which caused disagreements in the appointment of Pietro Mendes, the chair and secretary of Oil and Gas at MME.

The precautionary measure from the TCU removed the issue pending in the Supreme Court but considers that there may be possible irregularities in the application of the conflicts of interest hypotheses, with a risk of “improper interference in the interpretation of the legal concept”.

Different questions were raised by the Federal Court of Accounts (TCU), which will need to confirm the changes made.

Regarding the selection of board members with political involvement, the situation remains the same. If the prohibition is reaffirmed by the Supreme Federal Court (STF), it will become effective again. Regardless of internal regulations, the company is subject to the laws in force.

Another approved modification was the elimination of insurance protection for directors in cases of intentional actions or negligence. A reserve fund for the payment of profits to shareholders was also established.

Union’s Decision at the Extraordinary General Meeting of Petrobras

The Lula government approved in the extraordinary general assembly (AGE), on Thursday afternoon (30/11), the proposals for the appointment of counselors and administrators of Petrobras.

With this decision, the government aims to resolve an internal conflict regarding possible conflicts of interest, especially in the case of public agents appointed to the Board of Directors (CA).

Some minority shareholders attempted to postpone the decision due to pending issues in the Supreme Federal Court (STF), which invalidated parts of the State-Owned Companies Law with a provisional decision by former minister Ricardo Lewandowski.

The Lula government hopes, with this, to end a dispute occurring internally regarding prohibitions due to conflicts of interest, especially in the case of public agents appointed to the CA.

Source: EPBR

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Government Changes Analysis of Conflicts of Interest at Petrobras.

The Union’s Proposal Aims to Alter the Company’s Statute, But Still Needs to Be Submitted to the Scrutiny of the Federal Court of Accounts (TCU) for Approval. This Process is Essential for the Transparency and Legality of the Company’s Actions.

Preliminary Decision of the Supreme Federal Court on Prohibition of Party Leaders

Revision of the Company’s Draft

Union’s Decision at the Extraordinary General Meeting of Petrobras

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Government Changes Analysis of Conflicts of Interest at Petrobras.

The Union’s Proposal Aims to Alter the Company’s Statute, But Still Needs to Be Submitted to the Scrutiny of the Federal Court of Accounts (TCU) for Approval. This Process is Essential for the Transparency and Legality of the Company’s Actions.

Preliminary Decision of the Supreme Federal Court on Prohibition of Party Leaders

Revision of the Company’s Draft

Union’s Decision at the Extraordinary General Meeting of Petrobras

The oldest tree in the world, alive since before the birth of Jesus Christ, is cut down in a scientific study and the case changes environmental preservation rules.

Seen from space, an image taken by an astronaut shows an unlikely oasis in the Saudi Arabian desert, protected by a terrain that slows the advance of sand, surrounded by green circles, remnants of an extinct lake and nearly 10,000 years of preserved history.

While in Brazil a 10-story building takes 2 years to complete, in China a company stacks pre-fabricated modules and raises the entire building in just 28 hours and 45 minutes.

An entire island in the Pacific wants to surround itself with a colossal barrier against the ocean to try to escape increasingly violent waves and not be swallowed by the sea in the coming decades.

After ten days orbiting the Moon, science confirms that the astronauts of the Artemis II mission return with altered bodies.

With 7.4 trillion tons of artificial snow pumped in 10 years, an extreme operation could stabilize the West Antarctic ice sheet and prevent a sea level rise of more than 3 meters, but it would require snow cannons, ocean water, and energy on an almost industrial scale at the end of the world.

Peru built a tunnel at an altitude of 4,738 meters cutting through the Andes Mountains, and the road leading to it reaches 4,818 meters, making it the highest paved road in the entire world.

Petrobras completes 1,300 hours of work and 15 km of subsea lines to connect the Búzios 90 well to the P-79 — the platform is ready to produce 180,000 barrels per day and is just awaiting ANP approval.

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The Federal Institute offers more than 500 vacancies in free technical courses in Construction, Electrical Engineering, Nursing, Mechanics, Chemistry, Occupational Safety, and much more; the opportunities are offered by IFFluminense, in RJ.

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Vietnam opens its market to Brazilian beef calves and grants access to a destination that has already imported over US$ 3.5 billion from the national agribusiness, expanding exports, reducing waste, and boosting slaughterhouses across the country.

Brazil consolidates itself as one of the signatory countries of the Artemis program and strengthens its partnership with NASA in projects related to food production, lunar research, and space technology, focusing on the upcoming crewed missions to the Moon.