Americanas' strategy of holding a small group of former directors responsible for the largest accounting fraud in Brazilian history and exempting the Company and its controllers gained another chapter.The company's Board of Directors approved the granting of millionaire benefits so that Flavia Carneiro and Marcelo Nunes would make a complaint about the case, making the testimony of the two questionable. “A exemption of a collaborator who received such a package of benefits?The motivation should not be just to clarify the facts and get some decrease in the SENTence”, questions the president of the Instituto Empresa, Eduardo Silva.
In the view of the Instituto Empresa, an entity that brings together Minority Shareholders and defends investors, Americanas' strategy to direct all responsibility to managers aims to exempt the company from compensation to minority shareholders. “Only the company can sue the guilty directors, leaving investors without any compensation claim”, Silva points out.
Contrary to what the defense of Americanas claims, the reality of the facts is that there were flaws in the company's own structure, as concluded the investigation carried out by B3, which suspended the Novo Mercado company and imposed fines on Americanas itself, its board members and audit committee.
In the decision, B3 pointed out that the Counsellors were omitted in the supervision and management of internal controls, allowing irregularities to extend for almost two decades. According to the scholarship, the Counsellors should have exercised greater diligence and supervision. The disapproval of the conducts is very similar to those attributed to the Directors, with the fines being practically identical, evidencing the shared responsibility for the management of fraud.
B3 also highlighted the lack of action of the Board members regarding the audit and internal control mechanisms of the Company, reiterating that they failed to take appropriate measures to prevent accounting fraud. The fines imposed on the board members and members of the audit committee were between R$ 263.399,33 and R$ 395.099,00. The members of the audit committee suffered the largest fines because they were unable to demonstrate the effective performance of the body.
At the beginning of September, the Company Institute filed a request for the Company's definitive exclusion from the Novo Mercado segment at B3. If accepted, the retailer's compulsory exit will occur through the Public Stock Acquisition Offer (OPA). The proposed OPA aims to benefit minority shareholders, who have suffered losses of up to 75% in the value of the shares in just one day in January 2023, when the fraud was revealed. The Institute expects B3 to set the deadline for the disclosure of the OPA's mandatory exit notice.
“B3's decision, of November 2023, was a suspension. By its very nature, it must evolve to the lifting of sanctions or, then, to its aggravation. It is not possible to maintain a provisional state in a permanent”, says Silva.
Americanas' strategy of holding board accountable for fraud hurts only minority shareholders
