Americanas: Minorities feel harmed in meeting – 04/30/2023 – Market

The Annual and Extraordinary General Meeting (AGOE) of Americanas held this Saturday (29) removed any idea of ​​consensus between the minority shareholders and the main shareholders of the company – the billionaires Jorge Paulo Lemann, Beto Sicupira and Marcel Telles who, by the end of 2021 , were the controllers of the retailer.

Under judicial recovery since January 19, with declared debts of R$43 billion, the company has been promoting in recent weeks an understanding with its biggest creditors, the banks, under the promise that the trio of billionaires will inject R$12 billion into the company. , the target of an accounting fraud in recent years of the order of R$ 20 billion.

But the minority shareholders –who saw Americanas shares trade overnight at a bullet price– wanted to have a greater presence in the company’s centers of power: the board of directors and the fiscal council. They didn’t.

Held virtually, the AGOE was attended by the president of Americanas, Leonardo Coelho Pereira, one of the members of the company’s fiscal council, Carlos Alberto de Souza, and the PwC audit representative, Cláudia Elisa Medeiros de Miranda.

Seven effective members and five substitute members were elected to the company’s board of directors, which represented the reappointment of Sicupira and Lemann’s son –Paulo Alberto Lemann– to the position of directors of Americanas.

Another five names were elected effective directors: Cláudio Moniz Barreto Garcia, Eduardo Saggioro Garcia, Sidney Victor da Costa Breyer, Vanessa Claro Lopes and Pierre Moreau – the latter represented the only change in relation to the previous board of Americanas and entered as an indication of the minority shareholders , in the place formerly occupied by Mauro Muratorio Not.

The discord in the virtual meeting began at the time of electing the members of the fiscal council – the body responsible for overseeing and monitoring the actions of the company’s managers. Minorities indicated the name of lawyer Luiz Nelson Porto Araújo to join the supervisory board, but the trio of billionaires arrived with a last-minute nomination to compose the instance, that of accountant Elias de Matos Brito, who ended up taking the vacancy, in to the detriment of the name indicated by the minority shareholders.

Six effective and alternate members were elected to the fiscal council: Carlos Alberto de Souza (effective)/ Márcio Luciano Mancini (alternate); Ricardo Scalzo/André Amaral de Castro Leal; Vicente Antonio de Castro Ferreira/Pedro Carvalho de Mello; Raphael Manhães Martins/Cássio Monteiro Rodrigues; Elias de Matos Brito/Anderson dos Santos Amorim.

Board members have a two-year term, until the 2025 Ordinary General Meeting, as do the members of the fiscal council. The AGOE also set the compensation limit for the company’s managers for this year, in the amount of R$ 40.05 million.

The minutes of the AGOE recorded the impasse between the parties.

“The shareholders Bonsucex Holding, Silvio Tini de Araujo, EWZ Investments and EWZ Brasil protest against the way in which votes were counted for the election of members of the fiscal council of Americanas, which resulted in the suppression of the right of minority shareholders to elect a separate member. The allegation that there is no ‘defined control’ is a mere expedient by the Board to remove from minority shareholders the right of inspection via the Audit Committee”, says the text of the minutes.

In a note, Americanas stated that “the meetings were conducted in strict compliance with the Brazilian Corporate Law”. And that at the time the company’s judicial recovery process was also ratified. “The company also informs that there was no legal quorum for the last two topics of the Extraordinary General Meeting, which dealt with the amendment and consolidation of the Company’s Bylaws to update the share capital.”

One of the lawyers representing the minorities, Daniel Gerber, did not participate in the AGEO. “We no longer believe in true solutions for minorities, as well as in a serious response on the part of the Public Prosecutor’s Office and criminal justice,” said the lawyer to Folha.

“Evidently we have a fraud in the Americanas case. And evidently both the judiciary, in the criminal area, and the Federal Public Ministry, by doing nothing, only demonstrate that this is a political fight, not a legal one, and that in Brazil the rule remains the same : he who has nothing will continue to have nothing, not even justice.”

The Americanas accounting scandal is the subject of investigation by the CVM (Securities and Exchange Commission), the Federal Police and the MPF (Federal Public Ministry). It should also be the subject of a CPI in the Chamber of Deputies, after being the subject of a hearing at the CAE (Economic Affairs Commission) in the Senate at the end of March.