The Board of the Brazilian Securities Commission (CVM) unanimously acquitted six Qualicorp board members on Tuesday (14) in a lawsuit related to the retention contract of the company’s founder and former president, José Seripieri Filho, known as Júnior , who was also acquitted.
The collective health plan administrator announced, on October 1, 2018, that it would pay R$ 150 million to the founder so that he would not sell the company’s shares or create a new competing business. After the announcement, Qualicorp shares tumbled nearly 30% on the Stock Exchange.
According to CVM’s Corporate Relations Superintendence (SEP), the contract was entered into under unfair conditions, for the benefit of Junior, which allegedly violated article 154 of the Brazilian Corporate Law, which speaks of exercising the attributions to achieve the purposes and interests of the company.
The CVM’s technical area also pointed out that the contract provided for payment of an amount greater than the overall amount of remuneration of managers approved at the annual general meeting (AGO), in the amount of R$ 28.5 million. This allegedly violated Articles 152 and 154 of the SA Act.
The accused alleged that Júnior would be the only administrator personally interested in the execution of the contract, but he fully abstained from discussing and voting on the matter, which was unanimously approved by the board of directors. And that the decision was “reflected and informed”, preceded by at least 14 meetings of the board of directors during eight months.
The rapporteur and director Flávia Perlingeiro voted for the acquittal of the accused, being accompanied by the other members of the autarchy’s collegiate body. The acquitted board members were Alexandre Silveira Dias, Arnaldo Curiati, Nilton Molina, Wilson Olivieri, Claudio Chonchol Bahbout and Raul Rosenthal.
In October 2019, the CVM board rejected a R$1.2 million agreement with Qualicorp’s board members to close the process.
Reference: CNN Brasil
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