Americanas' strategy of solely holding a small group of former directors responsible for the largest accounting fraud in Brazilian history and exonerating the company itself and the controlling shareholders has gained another chapter. The company's Board of Directors approved the granting of million-dollar benefits for Flávia Carneiro and Marcelo Nunes to provide testimony about the case, making the statements of both questionable. "What is the exemption for an employee who received such a package of benefits? The motivation should not be just to clarify the facts and obtain some reduction in the penalty," questions Eduardo Silva, president of the Institute of Business.
In the view of the Instituto Empresa, an organization that brings together minority shareholders and defends investors, Americanas' strategy of shifting all responsibility to the administrators aims to exempt the company from reimbursing minority shareholders. "Only the company can sue the guilty directors, leaving investors without any claim for compensation," emphasizes Silva.
Contrary to what Americanas' defense claims, the reality of the facts is that there were flaws in the company's own structure, as concluded by the investigation carried out by B3, which suspended the company from the Novo Mercado and imposed fines on Americanas itself, its board members and the audit committee.
In the decision, B3 pointed out that the Directors were negligent in overseeing and managing internal controls, allowing irregularities to persist for nearly two decades. According to the stock exchange, the Directors should have exercised greater diligence and supervision. The disapproval of conduct is very similar to that attributed to Directors, with fines being practically identical, highlighting the shared responsibility for fraud management.
B3 also highlighted the lack of action by the Directors regarding the audit and the company's internal control mechanisms, reiterating that they failed to take the necessary measures to prevent accounting frauds. The fines imposed on the board members and audit committee members ranged from R$ 263,399.33 to R$ 395,099.00. The members of the audit committee received the largest fines for failing to demonstrate the effective functioning of the body.
At the beginning of September, the Company submitted a request for the definitive exclusion of the Company from the Novo Mercado segment to B3. If accepted, the mandatory exit of the retailer will occur through the execution of a Public Share Purchase Offer (OPA). The proposed OPA aims to benefit minority shareholders, who suffered losses of up to 75% in the value of their shares in just one day in January 2023, when the fraud was revealed. The Institute awaits B3 to set the deadline for the disclosure of the mandatory exit tender offer notice.
“B3’s decision, in November 2023, was to suspend the sanctions. By its very nature, it must evolve towards the lifting of sanctions or, alternatively, towards their worsening. It is not possible to maintain a provisional state on a permanent basis”, highlights Silva.
Americanas' strategy of holding management accountable for fraud only harms minority shareholders
