02/11/2023 – 17:11
Petrobras’ minority directors saw an “exaggeration” and an instrument to “procrastinate” dividends, in the capital remuneration reserve that was approved by 7 votes to 4 in the state-owned company’s board on October 20. This is what the minutes of the meeting, published last night, the 1st, show.
Contrary to the measure, advisor Marcelo Mesquita, recording the minutes, said that the reserve will serve to delay remuneration to shareholders and defended that the company distributes all resources that exceed investments. He repeated the argument that the modus operandi, in force in recent years, is beneficial to the country, due to the portion of the dividends received by the Union, which allows it to complete the Union Budget, invest in public equipment and pay the public debt.
The list of votes against are completed by minority shareholders Marcelo Gasparino, Juca Abdalla and Francisco Petros. As recorded in the minutes, Gasparino stated that the proposed limit for the reserve is “exaggerated”, being equal to the limit of the company’s share capital, around R$250 billion. As recorded in the minutes, Gasparino said that the proposal is “double negative”, as it goes from zero to the maximum allowed by legislation and, also, because it frees the state-owned company to retain resources that can be distributed.
He also spoke about the topic on his social networks and with the press, which increased the repercussion of the measure and led entities such as the National Association of Oil Workers Minority Shareholders of Petrobras (Anapetro) and the Single Federation of Oil Workers (FUP), to join with a complaint to the Securities and Exchange Commission (CVM) to investigate possible market induction practices. On the day the reserve was announced, on October 24, the company’s shares fell 6.5%, with a loss of R$32 billion in market value.
Defense
In contrast, the executive governance managers, Braulio Gomes de Mello, and Accounting managers, Carlos Henrique Vieira, defended the new reserve on the grounds that it will guarantee regularity in the flow of dividends, with greater flexibility in payments and reduced exposure to extraordinary positive or negative results, a kind of cushion for the state-owned company’s earnings policy.
It was also said that part of the profit of the large oil companies, the “majors”, was retained in 2022, with the exception of BP, and that there is a dividend equalization reserve in the largest companies listed on B3, with eight of the 10 largest companies providing for the instrument in statute.
Enlargement denied
In parallel, as I have already said publicly, the counselor representing Petrobras employees on the Council, Rosângela Buzanelli, even proposed that the new reserve could also be used for investments and payment of the company’s debt, which was rejected by the board and by Petrobras’ legal team. Even so, Buzanelli voted to approve the reserve, in line with the six advisors appointed by the Union, including the president of Petrobras, Jean Paul Prates.
The possibility of distorting the dividend reserve for investment purposes is precisely the biggest fear of investors and the reason why shares plummeted with the announcement.
Knowing this, the managers denied this possibility, under the argument that the Corporation Law (6,404/1976) already provides for a reserve for investment, with a portion of the excess net profit provided for in the budget approved by the General Assembly, which is “historically” used by Petrobras.
Furthermore, they evoked a precedent from the Securities and Exchange Commission (CVM) that prevents the creation of statutory reserves for purposes already served by a similar instrument.
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