Independent directors say Fausto Ribeiro is not ready to take on BB | Finances

Independent directors say Fausto Ribeiro is not ready to take on BB | Finances
Independent directors say Fausto Ribeiro is not ready to take on BB | Finances

Ribeiro, who had been president of BB Consórcios since September, was not among those eligible to assume the presidency under the succession program adopted by BB, developed by consultancy Korn Ferry.

The text is signed by the chairman of the board, Hélio Magalhães, and by the independent directors José Guimarães Monforte, Luiz Serafim Spinola Santos and Paulo Roberto Evangelista de Lima. The first two were nominated by the Union and the last two by minority shareholders.

The statements are contained in the minutes of the extraordinary board meeting held on Wednesday night, after the bank’s People, Compensation and Eligibility Committee stated that Ribeiro meets the objective requirements to assume the presidency of BB.

O Value reported earlier this week that the advisers intended to release a text criticizing the executive’s choice. It is the third time that this group of councilors has published a statement contrary to the succession process of André Brandão. The executive formally stepped down from the bank’s presidency on Wednesday, but was on the verge of being fired by President Jair Bolsonaro in January because of an efficiency program that included, among other things, the closing of bank branches.

“When bringing up the Referral and Succession Policy, it is observed that the person appointed, without any demerit to the professional and to his 33-year career at BB, has not yet gone through all the stages of managerial functions, which does not mean saying that, in coming to do so, he could not put himself on a level of readiness to take on new future challenges “, they affirm in the minutes. “Tools for this purpose exist, such as the Dirigentes Program, created from the methodology of the global consultancy Korn Ferry, and whose object is to identify the level of readiness and preparation of the organization’s talents for the proper succession planning for the top leadership of the Banco do Brasil, which could have been called upon to contribute at times such as the succession of the institution’s Presidency. “

The councilors point out that, although the choice of the bank’s president is formally an attribution of the presidency of the Republic, there are “more advanced legislation and interpretations for the topic, whose application, if not possible in the specific case, must, however, be pursued by the guardians of good corporate governance practices “.

For the directors, it would be much more reasonable and desirable to apply an article of the Brazilian Corporation Law that attributes to the board of directors to elect and remove the directors of the company. They also point out that mixed-capital companies are, according to the State-Owned Companies Law, subject to corporate law.

The group also points to the Guidelines on Corporate Governance for State-owned Companies of the Organization for Economic Cooperation and Development (OECD), which recommend that the boards of public companies have “the necessary competence and objectivity to carry out their strategic guidance and management monitoring functions. ”, Including the power to appoint and remove the president.

This week, the Federal Government appointed the names indicated to compose the BB’s board, and decided not to renew Magalhães and Monforte. The executives were already showing signs that they did not intend to continue in the collegiate body because of discontent with the exchange of Brandão – who was only six months in the presidency of BB – and the way it was done.

The new composition of the collegiate will have a more state profile and without big market names, unlike what was the plan at the beginning of the Bolsonaro government. Magalhães, who is a former president of Citi in Brazil, should be replaced by the special secretary of Finance, Waldery Rodrigues, as chairman of the board.

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