From a proxy voter’s perspective, 
the 2016 Brazilian proxy season was, as in past years, marred by insufficient and untimely disclosure, not to mention continued voting obstacles. Investors are longing for the 2017 implementation of Instruction 561/15, which aims to bring the overall corporate governance structure of the Brazilian market more closely in line with international best practice.
2016 did see a certain increase in shareholder participation in the election of directors process, through the appointment of minority and preferred representatives; the new proxy access ruling even cropped up at BR Malls, a company without a controlling shareholder or preferred shares. However, with investors voting remotely still largely left out of the loop, the light at the end of the tunnel seems as distant as ever.
Unsurprisingly, the Brazilian season was not short of scandals. Petrobras and its infamous “operation car wash” continued to dominate the headlines, affecting not only other public companies but the political landscape of the country itself. Meanwhile, the AGM of Vale S.A. was held under the shadow of one of the most significant environmental incidents in Brazil’s history.
Out of the hundreds of AGMs we covered during the season, we’ve selected a handful of Case Studies that illustrate the issues that investors and companies faced within the Brazilian market, including:
- Eletrobras & Taesa – shareholders’ need for timely and clear disclosure in order to meaningfully weigh in on board elections.
- BR Malls – the potential for new proxy access rules to empower shareholders in democratizing board elections; and, conversely, the potential for legacy voting procedures to throw. shareholders voting by proxy an unexpected curveball.
- Petrobras – the role of minority shareholders in keeping corruption in check.
- Vale – holding the board accountable when relevant directors are not up for election.
Engage with Glass Lewis
The Glass Lewis research team has been busy engaging with a broad range of companies following the 2016 season in anticipation of the 2017 season and the implementation of Instruction 561/15. If you are an issuer and would like to engage with our analysts, please send us an invitation from the Issuer section of our website.
Access Proxy Season Reviews
In addition to Brazil, season reviews are available for the other markets we cover, including Australia, Japan, East Asia, North America, the United Kingdom, Europe and Southeast Asia. Clients can receive a copy of any review at no charge by sending an email request to Client Services. Clients with access to glasslewis.net can log in and download the reports in the Previews/Reviews section.
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Glass Lewis’ season reviews provide market-specific overviews of the key developments in governance, shareholder activism and stewardship, executive compensation and ESG that defined the 2016 proxy season, along with in-depth case studies detailing how these issues played out in practice.