Eneva: Dynamo, Atmos and Velt Propose Changes in Governance
Dynamo, Atmos and Velt Partners – which together own 17.21% of Eneva – propose amendments to the regulations with the aim of improving corporate governance.
In a letter sent to the board, the directors — signatories to the shareholder agreement since 2020 — say the changes will lead to “better performance for the company” and are necessary because “since the last review of the bylaws (in April 2018) many governance issues have improved.”
The changes come amid tensions between two of the company’s major shareholders: Cambuhy, which owns 19.5% of the capital and signed an equity agreement with the three funds in December, and BTG Pactual, which owns 24% of the capital.
While BTG has a more aggressive view of Eneva’s M&A strategy, Cambuhy has a more conservative stance.
“It’s an important improvement to the journey the company is on right now,” said one manager proposing the changes. “Eneva has two control groups with different profiles, it is run by market executives and it has representatives on the board of directors with different opinions.”
The proposed changes are “a building block for long-term governance. They do not regulate the relationship between existing shareholders, but the relationship with any future shareholders.”
In the letter, the directors propose three changes.
The first is to increase the tenure of the board of directors from one year to two, which will provide “time for each term to implement its strategic vision, and even more so given the preparation time required for each newly elected director.”
According to the funds, the two-year mandate has been approved by 177 of the 202 companies listed on Novo Mercado.
The second suggestion is that the bylaws include some rules, with minor improvements, that are currently only stipulated in the internal bylaws of the board of directors, including rules regarding the powers of the board of directors and the president and the duties and prohibitions of the board.
The aim is to unify in a single document – the Bylaws – the main standards relating to the Board of Directors, providing greater transparency.
The third suggestion is that a quorum (two-thirds of the members of the board of directors) is required to approve matters involving the following situations: transactions with related parties or between the company and shareholders with a stake greater than 10%; changes in the policy of transactions with related parties; changes to the internal regulations of the Board of Directors; Appointment and removal of the person responsible for the company’s internal audit; Selection and dismissal of independent auditors.
The changes will be evaluated by the Board of Directors and need to be approved at an extraordinary general meeting which has not yet been called.
Eneva’s Board of Directors currently consists of seven members: two partners from BTG, two partners from Cambuhy, two fund-appointed directors (Philippe Reichstul and Elena Landau), plus Chairman Jerson Kelman, an industry expert who was President of Sabesp and Al Noor and General Manager of ANEEL.