Proxy season will see 453 board members elected by end of April, according to Ânima; only 22.5% of candidates are women
04/17/2025
Brazilian publicly listed companies will elect 453 board members by the end of this month for the 2025 proxy season, amid a backdrop of rising debt costs due to higher interest rates, shareholder disputes, and minority investors pushing to gain representation.
According to a survey commissioned by Valor to consulting firm Ânima, 55 out of the 84 companies that comprise the Ibovespa, B3’s main index, will appoint board members this year. In 2024, a total of 360 board members were elected.
The survey shows that just 22.5% of candidates are women, and nearly half of the 453 individuals will be independent directors. “In addition to changes in board composition, the meetings will address crucial items such as financial statement approvals and bylaw amendments. The presence of minority shareholders, even with small stakes, contributes to a more transparent and balanced environment,” said Simone Monteiro, a partner at Ânima. Knowing who the candidates are “helps assess whether management’s interests are aligned with those of shareholders,” she said.
Eletrobras—despite being privatized—will also reformulate its board at the end of the month, with three nominees from the federal government: Maurício Tolmasquim, Silas Rondeau, and Nelson Hubner. The government and the company recently reached a governance agreement granting the state three board seats, pending shareholder approval. Even without the agreement, the government’s shareholding is sufficient to guarantee two seats.
At Eletrobras, the board election has become contentious, with the company backing a recommended list that includes the government nominees and Carlos Ferreira, a seasoned executive in the energy sector. Competing for seats outside the recommended slate are Marcelo Gasparino—an incumbent board member who was not re-nominated—and José João Abdalla Filho, one of the company’s largest individual shareholders.
Another high-profile case this season involves pharmaceutical firm Hypera, which is overhauling its board after a hostile takeover bid last year by EMS owner Carlos Sanchez—ultimately rejected by the company. Hypera’s founder, João Alves Queiroz Filho (better known as Junior), is seeking to return to the board. Mr. Sanchez, meanwhile, attempted to nominate directors and allied with L Par, controlled by businessman Lirio Parisotto, to propose candidates. Mr. Parisotto withdrew from the process yesterday.
Hypera has resisted its rival’s moves, even appealing to Brazil’s antitrust agency, CADE, to block EMS from gaining influence—indirectly or otherwise—on its board. The regulator requested further information and emphasized that EMS cannot exercise voting rights until a final decision is reached.
At supermarket chain Grupo Pão de Açúcar (GPA), French group Casino, businessman Ronaldo Iabrudi, and investor Nelson Tanure reached a deal on board composition shortly after a shareholder reshuffle. A source close to GPA said the agreement came after pressure from Mr. Tanure, who is reportedly aiming to merge GPA with DIA, a rival supermarket chain undergoing bankruptcy proceedings in which he invested last year. He is now GPA’s second-largest individual shareholder, ahead of Mr. Iabrudi, a former CEO. Other shareholders—including Rafael Ferri and the Coelho Diniz family—have also nominated board candidates.
In the midst of an out-of-court debt restructuring process at Casas Bahia, Michel Klein, a member of the company’s founding family, called a shareholders’ meeting in late March to replace board members and announce his own candidacy. He later withdrew the request, citing a “vote of confidence.”
At Eneva, where BTG Pactual is the main shareholder, André Esteves—founder of the investment bank—will take a seat on the board. Eneva is one of BTG’s energy investments. At B3, Antonio Quintella, chair of the exchange’s board, is stepping down after a decade. José Berenguer, CEO of XP, is rejoining the board.
Ms. Monteiro from Ânima says board changes can stem from a variety of factors, including corporate strategy, governance, and shareholder interests. She notes that in companies with state involvement—direct or indirect—board changes often follow political transitions. “Given the board’s central role in setting strategy and appointing senior management, it’s natural to see turnover in these cases,” she said.
Ownership changes and new investors also tend to spark board shakeups. Other common reasons for board turnover include shareholder pressure, M&A activity, strategic restructuring, governance issues, or even management crises, the consultant adds.
Despite the large number of seats up for election, this does not necessarily imply significant turnover across all companies, as many incumbents are likely to be reappointed. However, certain cases stand out due to their broader context. Generally, more dramatic changes occur in financially distressed companies, those with active minority shareholders vying for influence, and companies receiving board nominations from government-affiliated institutions like the Brazilian Development Bank (BNDES) and Previ, the pension fund for Banco do Brasil employees.
“The controversy often revolves around high-profile nominations, such as former ministers. What’s rarely questioned are family-backed nominees with little to no qualifications who are appointed solely based on their relationships,” said corporate governance expert Renato Chaves. He added that board elections usually draw the most attention from the market, though greater scrutiny should be placed on executive compensation. “Unfortunately, excessive compensation at some companies is rarely discussed,” he said.
Luiz Martha, director of knowledge at the Brazilian Institute of Corporate Governance (IBGC), stressed that shareholder meetings are among the most important events for a public company and should not be treated as mere formalities. “It should be a moment of engagement with shareholders,” he said. The board election, he added, is especially critical for shareholders, as their chosen representative becomes their voice inside the company.
When contacted, Eneva stated via its press office that board turnover is part of a process agreed upon by shareholders in 2024. “Eneva believes the new board composition will accelerate strategic decision-making, support healthy governance rotation, and reinforce shareholders’ commitment to expanding the company’s energy platform,” the statement read.
Eletrobras, B3, Casas Bahia, GPA, and Hypera declined to comment.
*By Fernanda Guimarães — São Paulo
Source: Valor International