Eletrobras: CVM technician saw no irregularity in action – 07/10/2023 – Panel SA

The technical area of ​​the CVM (Securities and Exchange Commission) saw no irregularities in the formation of the board of directors of Eletrobras and recommended the interruption of diligences.

As shown to Sheetrecordings of an internal meeting made clear the ability of 3G Radar, a minority shareholder in the company, to occupy positions on the board of directors, a collegiate body that sets guidelines and defines the board to execute them.

In the audio, among the 9 directors, three said they were invited to the post by a shareholder of 3G Radar, which has Pedro Batista de Lima Filho, a founding partner of the management company, on the board of Eletrobras.

In the opinion of the CVM, obtained by the column, the auditor of the SEP (Superintendence of Private Companies) did not see evidence of irregularities in the process.

The government disagrees with this understanding and is trying, via the Supreme Court, to change the composition of the council. It is not yet known whether the Union, through the AGU, will file an appeal against this understanding with the CVM Board.

“In my view, the main point of the complaint is the participation of minority shareholders in private meetings with managers regarding the future election of members of the Board of Directors”, writes Rafael Peixoto in the opinion.

According to him, nothing prohibits shareholders from presenting their proposals and talking to the company’s administrators about possible appointments to the board.

“It is up to the assembly to elect the administrators, and the shareholders’ meeting is normal to decide on a slate to be proposed in the assembly”, he said.

In his report, he informs that, in a notice to the market made in June of last year, Eletrobras disclosed having received a letter from shareholders with more than 5% of the share capital requesting the inclusion of the slate [com os integrantes].

“The slate was presented in a letter signed by some shareholders, who, naturally, must have carried out a prior alignment [para definir a chapa] and, subsequently, having presented this slate to the current administration, responsible for convening the assembly.”

Still according to him, the administration’s proposal made it clear that it was possible to receive other slates or indicate individual candidates for that election.

It also mentions that the election could have taken place through the multiple voting system (when requested by shareholders representing 5% of the voting capital) or by slate – this was the chosen option.

“Thus, if the shareholders did not agree, they could present another competing slate, or even other candidates for an individual election, which did not occur in the present case”, said Peixoto.

“The fact that the shareholders had previously met with the administrators to present the slate, in no way harmed the other shareholders of the company.”

When consulted, CVM and Eletrobras declined to comment.

With Diego Felix

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