Glass Lewis hosted a Proxy Talk conference call with the nominees for a contested election to the supervisory council (conselho fiscal) at the annual meeting of Petrobras, to be held on April 27.
At the center of a global bribery scandal that has seen heads roll—former Brazilian President Dilma Rousseff among them—Petrobras should certainly continue to capture investors’ attention. Due to the heightened scrutiny resulting from the scandal, Petrobras was one of the first Brazilian companies to offer foreign institutional shareholders the opportunity to vote on independent shareholder-nominated board candidates in 2015. Now, the same opportunity is offered for the supervisory council, which provides oversight of the board, management and financial statements independently from the audit committee.
What’s the twist? Minority and preferred shareholders will have to choose between two candidates for one seat representing each class of shares. In light of the caliber of the candidates’ CVs, it may not be an easy choice. In the brief interviews that follow, the candidates make their case for the value they will add to the supervisory council.
You can listen to the audio here.
- Reginaldo Ferreira Alexandre, candidate for minority shareholders nominated by Fundo de Ações Dinâmica and Banclass Fundo de Investimento em Ações
- Francisco Vidal Luna, candidate for minority shareholders nominated by Guilherme Affonso Ferreira
- Walter Luis Bernardes Albertoni, candidate for preferred shareholders nominated by Fundo de Ações Dinâmica and Banclass Fundo de Investimento em Ações
- Sonia Julia Sulzbeck Villalobos, candidate for preferred shareholders nominated by Leblon Previdência Fundo de Investimento Multimercado and Ataulfo LLC
- Andrew Gebelin (moderator), Senior Director of European and Latin American Research at Glass Lewis
- Background on Brazil’s supervisory council structure (1:17)
- The candidates introduce themselves and state their case (2:08)
- Sonia Julia Sulzbeck Villalobos (3:01)
- Francisco Vidal Luna (6:16)
- Walter Luis Bernardes Albertoni (12:07)
- Reginaldo Ferreira Alexandre (15:38)
- How can the supervisory council help restore confidence in Petrobras? (20:40)
- Walter Luis Bernardes Albertoni (21:06)
- Reginaldo Ferreira Alexandre (22:03)
- Francisco Vidal Luna (23:45)
- Sonia Julia Sulzbeck Villalobos (24:56)
- Continuing education for councilmembers (27:20)
- Are restrictions on councilmembers’ other commitments justified? (31:07)
- Closing arguments (35:12)
- Sonia Julia Sulzbeck Villalobos (35:32)
- Walter Luis Bernardes Albertoni (37.25)
- Francisco Vidal Luna (39:35)
- Reginaldo Ferreira Alexandre (41:40)
- Wrap up and follow up (44:20)