Minority shareholders feel undermined at Americanas shareholders' meeting ECONOMY Americanas' Ordinary and Extraordinary General Meeting (AGOE) held on Saturday (29) ruled out any idea of consensus between minority shareholders and the company's main shareholders - billionaires Jorge Paulo Lemann, Beto Sicupira and Marcel Telles who, until the end of 2021, were the retailer's controlling shareholders. In judicial reorganization since January 19, with declared debts of R$43 billion, the company has been in talks in recent weeks with its biggest creditors, the banks, on the promise that the trio of billionaires will inject R$12 billion into the company, which has been the target of accounting fraud in recent years to the tune of R$20 billion. But the minority shareholders - who saw Americanas' shares traded overnight at a rock-bottom price - wanted to have a greater presence in the company's centers of power: the board of directors and the supervisory board. They didn't succeed. Held virtually, the AGOE was attended by the chairman of Americanas, Leonardo Coelho Pereira, one of the members of the company's supervisory board, Carlos Alberto de Souza, and the representative of PwC auditors, Cláudia Elisa Medeiros de Miranda. Seven full members and five substitute members were elected to the company's board of directors, which represented the reappointment of Sicupira and Lemann's son -Paulo Alberto Lemann- as Americanas board members. Five other names were elected as permanent directors: Cláudio Moniz Barreto Garcia, Eduardo Saggioro Garcia, Sidney Victor da Costa Breyer, Vanessa Claro Lopes and Pierre Moreau - the latter represented the only change from the previous Americanas board and was appointed by the minority shareholders to the position previously held by Mauro Muratorio Not. The disagreement at the virtual meeting started when it came to electing the members of the fiscal council - the body responsible for overseeing and monitoring the actions of the company's directors. The minority shareholders nominated the lawyer Luiz Nelson Porto Araújo to be a member of the supervisory board, but the trio of billionaires came up with a last-minute nomination to make up the body, that of the accountant Elias de Matos Brito, who ended up taking the vacancy, to the detriment of the name nominated by the minority shareholders. Six full and alternate members were elected to the supervisory board: Carlos Alberto de Souza (full)/ Márcio Luciano Mancini (alternate); Ricardo Scalzo/André Amaral de Castro Leal; Vicente Antonio de Castro Ferreira/Pedro Carvalho de Mello; Raphael Manhães Martins/Cássio Monteiro Rodrigues; Elias de Matos Brito/Anderson dos Santos Amorim. The directors have a two-year term of office, until the 2025 Annual General Meeting, as do the members of the supervisory board. The AGM also set the remuneration limit for the company's directors for this year at R$40.05 million. The minutes of the AGM recorded the impasse between the parties. "The shareholders Bonsucex Holding, Silvio Tini de Araujo, EWZ Investiments and EWZ Brasil protest against the way in which the votes for the election of the members of Americanas' supervisory board were counted, which resulted in the suppression of the minority shareholders' right to elect a separate member. The allegation that there is no 'defined control' is a mere expedient by the Board to suppress the right of minority shareholders to supervise via the Fiscal Council," the minutes say. In a statement, Americanas said that "the meetings were conducted in strict compliance with the Brazilian Corporate Law". And that the company's judicial recovery process was also ratified on the occasion. "The company also informs that there was no legal quorum for the last two topics of the Extraordinary General Meeting, which dealt with the amendment and consolidation of the company's Bylaws to update the share capital." One of the lawyers representing the minority shareholders, Daniel Gerber, did not attend the AGEO. "We no longer believe in real solutions for minority shareholders, or in a serious response from the Public Prosecutor's Office and the criminal justice system," he told Folha. "Evidently we have fraud in the Americanas case. And evidently both the judiciary, in the criminal area, and the Federal Public Prosecutor's Office, by doing nothing, only demonstrate that this is a political fight, not a legal one, and that in Brazil the rule remains the same: those who have nothing will continue to have nothing, not even justice." The Americanas accounting scandal is being investigated by the CVM (Securities and Exchange Commission), the Federal Police and the MPF (Federal Public Prosecutor's Office). It should also be the subject of a CPI in the Chamber of Deputies, after being the subject of a hearing in the CAE (Economic Affairs Committee) in the Senate at the end of March. Daniele Madureira/Folhapress