TCU’s technical area contests changes to Petrobras’ statute – 02/10/2024 – Panel

Report prepared by the technical area of ​​the TCU (Federal Audit Court) states that there was a procedural failure in amending an article on filling management positions in Petrobras’ bylaws. The change may limit the analysis of conflict of interest in these indications.

The changes were approved at an extraordinary general meeting held on November 30th. One of the objectives was to adapt the statute to the decision of the then STF minister Ricardo Lewandowski, who relaxed the State Law’s veto on the appointment of directors with political connections.

At the meeting, an excerpt was approved in the statute according to which only conflicts of interest expressly provided for by law would be assessed. The TCU even blocked the change, but suspended the decision pending the judgment of an action on the matter.

The inserted excerpt was a recommendation from Cope (People Committee), which evaluates the nominations of members of the board and the supervisory board. The suggestion was forwarded directly to the board of directors, without going through other bodies.

In comparison, the exclusion of other sections to adapt the statute to Lewandowski’s decision went through the areas of governance, legal assessment, executive board, minority council and Cope himself.

The technical area audit also questioned the composition of Cope. The committee’s rules state that it must be composed mostly of independent members. However, four of the five members “currently occupy relevant positions in the structure of the Ministry of Mines and Energy”.

According to the auditor responsible for the analysis, Leonardo Henrique Lima de Pilla, there is a risk that decisions taken without complying with the company’s internal rules and legislation may be questioned administratively and/or judicially, implying risks of convictions, in Brazil and abroad. exterior.

This scenario, he continues, brings the potential risk of significant losses “not only to Petrobras itself, but also to the Union, its controlling shareholder.”

When contacted, Petrobras did not comment on the matter.

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