Petrobras has a greater presence of minority shareholders on the Board and the government has less interference in the company

On Wednesday, the 13th, the Petrobras shareholders' meeting voted on issues that may contribute to the company's political protection, in addition to the change of president and the renewal of the Board of Directors. In the public notice there are changes in the Bylaws that reinforce Petrobras' governance, which makes it difficult for the controlling shareholder to interfere in the state-owned company. 

Among the issues pointed out in the vote for the new Petrobras Statute was the shielding of the Governance and Compliance director, who will only be admitted or dismissed through a qualified quorum, that is, at least two-thirds approval by the Board will be required. The operation of committees will also be more accentuated, with the performance of the Personnel and Minority Committees when there are proposals for changes in the bylaws regarding the criteria for appointing members of the board of directors and the Board of Directors. The Investment and Minority Committees will assist the Board of Directors in the execution of investment projects.

In this sense, according to the Broadcast website, one of the most significant issues in times of increased and unstable fuel price and election year is the proposal to expand the power of the Board of Directors to determine Petrobras' global social responsibility policies. 

About this, the lawyer Guilherme Amorim, partner of Rubens Naves Santos Jr. Advogados, says: “With these changes, it will be more difficult for the controller to interfere. There is an attempt to improve governance mechanisms”.

Thus, he explains that Petrobras, which recently announced a new discovery of hydrocarbons, in fact it has a social function, however, it needs to be controlled. The last change in the company's Bylaws took place in 2020, to impose limits on the controller and ensure that crimes committed in other managements are not repeated.

Considering that social action may interest investors, Amorim points out: “There is a very strong pressure for these acts of management at Petrobras, mainly due to the relationship with social policy and the market, because it affects the company's credibility. It is very important to make it clear how the government will position itself, and in this way the Board, which monitors the company's activities, will have objectivity to see how much it costs the company to meet the social interest”.

Presence of minority shareholders in operations

According to Fernanda Barroso, general director of Kroll for Latin America, Petrobras' minority shareholders must authorize the multiple vote and increase their presence on the Board of Directors, appointing one more representative, given the growing pressure of the use of Petrobras by the controlling shareholder. From the multiple vote, which had already been requested by the shareholders, the votes become individual.

“As much as the Union is obliged to compensate the company when it protects the consumer's interest to the detriment of the competition, this affects the company's value in the long term, so I think that this time the minority shareholders can be successful, there is pressure to that,” says the director. 

The President's Final Choice

Thus, after the meeting, Petrobras shareholders nominated José Mauro Coelho for the presidency of the company and chose Márcio Weber as head of the company's Board of Directors. In addition, the general meeting marked an increase in the representation of private investors on the state-owned company's Board of Directors. The oil company's minority shareholders managed to increase their presence on the board from three to four seats.

On Thursday, the 14th, José Mauro Coelho was officially confirmed as president of Petrobras.

Also, according to EPBR, the election meeting of José Mauro for the oil company's Board of Directors was marked by a government maneuver, led by the Ministry of Mines and Energy, in order to remove from the agenda a proposal that intended to reinforce the Petrobras' governance against government mediations.