Independent Committee cites barrier when investigating Americanas – 10/02/2024 – Market

One of the most awaited documents in the Americanas scandal, the report of the independent committee created to investigate the case mentions difficulties in accessing information, does not mention the word fraud and provides details about the role of banks in the case.

The document has been completed for more than two months, however, it has not yet been publicly released by the company. This week, the Court made it available in the case records.

Created in 2023 to investigate the case, the committee is made up of three external members: lawyer Otávio Yazbek, USP accounting professor Eduardo Flores and executive Antonio Manso, who has worked at companies such as Fibria and Latam.

In the first few pages, the document states that the investigation faced limitations due to the company terminating people before being interviewed. He also says that he only had partial access to data from some people relevant to the investigation.

According to the document, 15 members of the management and fiscal councils and audit and financial committees of LASA, B2W and Americanas agreed to share their data, as long as such data was filtered according to previously established criteria.

Among the limitations, the independent investigation also says it did not have access to the plea agreements of former executives Marcelo Nunes and Flávia Carneiro. According to Sheet revealed, Americanas is paying Nunes and Carneiro a benefits package for the plea bargain with ten years’ salary, monthly tuition for their children’s education and health insurance.

When contacted by the report, Americanas says it had no interference in the investigation. In a note, it states that it does not have coercive powers to request clarification and that the committee worked directly with those dismissed by the company to gather information.

The report also highlights the role of banks at various times and includes email exchanges between employees of the institutions and retailer executives in the context of the risk taken.

Also called forfait or confirming, the withdrawn risk, which became famous in the country after the outbreak of the Americanas scandal in January 2023, is an operation that involves bank credit to advance payments to suppliers. In the case of Americanas, it was one of the ways to disguise the company’s real situation for the market.

In his statement to the CVM at the beginning of the investigation of the case in 2023, billionaire Beto Sicupira, then a member of the board of directors and one of the main shareholders, said that Americanas never had a history of taking risks and that this type of operation was never carried out to the council.

“Evidence was identified of the sending of ‘new’, ‘complementary’, rectifying’ (or errata) responses and ‘response updates’ by different financial institutions to the circularization letters, in order to exclude risk transactions drawn from previous responses or change the nomenclature to refer to such operations, at the request of LASA and B2W employees [subsidiárias da Americanas]”, says the report.

RIAL

In the chapter on perceived risk, the report shows an exchange of emails between Americanas employees about meetings with Santander.

According to the independent committee’s report, on March 27, 2017, Americanas employee Tiago Costa summarizes a meeting with the bank held on March 24.

“The bank understands that the best position is not to provide disclosure [transparência] total operation. The ideal is to record it in the balance sheet as a special item or as a highlighted sub-item within the suppliers line. In both ways, it is necessary to address the matter in the explanatory notes”, says Costa to Fábio Abrate, former financial director of the retailer.

“They will bring an understanding of the craft [da CVM sobre contabilização do risco sacado] at the next meeting”, adds Costa.

Later, Abrate sends an email to Costa asking what the date of the “Santander committee” is. Costa responds by saying that the day depends on the schedule of Sérgio Rial, then CEO of Santander, who took over Americanas in January 2023.

The report contacted Santander asking if the bank and Rial were aware of the way in which the withdrawn risk was accounted for at Americanas and why the bank sent a study to the retailer on the topic. In response, the press office says that Santander has no interference, supervision or responsibility for Americanas’ financial statements.

“The study on confirming operations referred to in the report was, in fact, guidance material for customers on the tax and accounting treatment of this product, in compliance with the rules of the regulatory authority. Therefore, Santander repudiates any insinuation contrary to the fairness and correctness of his relationship with the company, reiterating that he was also a victim of fraud”, says the bank.

Also wanted, Rial does not comment.

GUTIERREZ

At another point, the report shows an exchange of messages with laughing emojis from then director Fabien Picavet about the sale of Americanas shares. In the dialogue, still in 2022, his former colleague Raoni Lapagesse states that Gutierrez would be investigated for selling shares before the announcement of his departure from the company. “But by then he will already be on the run in Madrid,” says Lapagesse.

Gutierrez has Spanish citizenship and currently lives in the Spanish capital. In August, the TRF-2 (Federal Regional Court of the 2nd Region) granted him habeas corpus.

When contacted, Gutierrez’s defense says that he never participated in or was aware of any illegal act during his mandate. In a note, it states that the facts presented in the report are not conclusive and that the document does not characterize the existence of accounting fraud nor the authorship or causal link and materiality of crimes.

“Directors’ remuneration was largely in company shares. Due to a series of operations (e.g. acquisitions of other companies) in which the company was involved, administrators were unable to trade shares for a long time. The seal had just ended, when Miguel sold part (only part) of his shares, which he did, including, to pay off loans taken to acquire them, which had a high financial cost (the shares are not given, but rather purchased by executives)”, he says in a note.