02/03/2024 – 11:46
Previ, one of Vale's main shareholders, sent a letter to the Securities and Exchange Commission (CVM) requesting that the company make public the minutes of the extraordinary meeting of the board of directors on February 15, when a tie vote halted the decision-making process. about the company's leadership.
In the document, the entity requests that the minutes “be made public to all shareholders, in a non-summarized form, for the benefit of the transparency of the process and of all the company's shareholders”.
The request was made in response to a series of publications in the media about failures in Vale's governance. A copy of the letter was sent to Vale, according to a note released last night by Previ.
Previ, the pension fund for Banco do Brasil employees, is Vale's largest individual shareholder, with 8.7% of the capital, and has two representatives on the mining company's board of directors: the entity's current president, João Fukunaga, and his predecessor, Daniel Stieler. According to behind-the-scenes information, the entity is in favor of terminating the contract of the current CEO, Eduardo Bartolomeo, and the immediate hiring of a headhunter firm to draw up a triple list of possible successors to the executive.
At the last extraordinary council meeting, held on February 15th, in addition to the two Previ nominees, four other councilors voted to hire the headhunter and draw up the triple list, as found by the Broadcast. They are: André Viana, workers’ representative; Fernando Buso Gomes, linked to Bradespar; independents Rachel Maia and Marcelo Gasparino. In the group, there is at least one advisor who does not link the hiring of the headhunter firm to the end of Bartolomeo's contract, as he believes that Vale's current CEO could be one of those named on the triple list, competing for the position with the new names.
However, six other councilors voted for immediate reappointment. There were two Brazilian independents – Paulo Hartung and José Luciano Penido -, three foreign independents – Douglas James Upton, Manuel Oliveira and Vera Marie Inkster – and Shunji Komai, appointed by the Japanese conglomerate Mitsui, which is Vale's second largest individual shareholder, with 6 .3%.
Linked to Cosan, advisor Luiz Henrique Guimarães, whose name is often mentioned as a possible successor to Bartolomeo, abstained from voting. Faced with the split, the counselors chose a representative from each side to discuss an agreement.
The tie in the vote generated an impasse in the succession of Vale's command, at a time when the mining company is the target of harsh criticism from President Lula, who since last year has been seeking, behind the scenes, to interfere in the succession process.
The “hand” of the President of the Republic, according to sources, would be felt through the votes and positioning of Previ representatives, following Brasília's efforts to place former minister Guido Mantega in the CEO position at Vale. The “non-summarized” minutes, according to an interlocutor heard by Broadcast, would show that Previ has been acting in line with Vale’s best interests.
The publication of minutes of board of directors meetings is routine in publicly traded companies, such as Vale. However, the last minutes published on the mining company's website refer to the ordinary meeting on February 22, the day Vale's results were released, when the directors approved the balance sheet and income statement for the fourth quarter and the year and also the payment of dividends of R$2.7 per share, totaling a gross value of R$11.7 billion.
But the minutes of the extraordinary meetings held on February 2nd and 15th have not yet been released. In the note, Previ states that, “as an investor in Vale, it emphasizes that it will continue to diligently monitor the situation at the company”.
The BB employee pension fund also reiterated “the commitment to the best corporate governance practices and responsible investment” at Vale and other investees, “with a focus on fulfilling the mission, of guaranteeing the payment of benefits and providing solutions that provide protection to members and their families, in an integral, safe and sustainable way”.
Previ recalled, in the note, that in January 2024 it requested that Vale comment through a statement to the market, explaining how the company was conducting the succession process.
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