RE:CV appointed as ChairmanHello Ciao,
So who did Mr. Veloso report to between 2013 and 2021? Who set and approved Mr. Veloso's terms and conditions of employment, who set and monitored his performance targets, who decided when it was appropriate/required to award stock options and annual bonuses? Who was the fiduciary looking after the interests of the Corporation and its stakeholders, as a counterbalance against Mr. Veloso's personal interests and wishes?
Why has the Board failed to select/appoint a Board Chair, independent of the Founder/CEO/President/largest-single-shareholder for over 7 years.
Why didn't anyone (shareholders, investors, "independent" board members) notice this ommission and question it earlier?
Perhaps like me they assumed Mr. Gomes was acting in this role (he was the Chairman of the Audit Committee, and Chairman of the Compensation Committee and Chairman of the Nominating Committee, so why not Board Chair to boot?). Why appoint chairs for teh sub committees but not formally select and appoint a Board Chair? Who would have stepped in to manage the Corporation if Mr. Veloso had suffered a heart attack and died unexpectedly?
So many questions, so little time. How about these follow-on thoughts?
When did Mr. Veloso first meet "independent" board member (and multiple Board Committee Chairman) Mr. Gomes? It loks as if they were classmates at the Federal University of Minas Gerais in the early 2000's when they were earning their law degrees.
Looking at the last 5 year's AGM voting record and the number of common shares actually voted at each meeting, the significant majority of shares in each case were held and voted by Mr. Veloso. Every Board Member voted into their position required Mr. Veloso to vote his shares in favour of their appointment. If Mr. Veloso did not wish for an existing Board member to continue in the role, he simply had to vote against their appointment and they would be gone. Every member of the current Board of Directors serves at the pleasure and whim of Mr. Veloso, even though he controls less than 20% of the issued and outstanding common shares of the Company.
Absent the engagement of the other 80% of the common shareholders (about 1,700 individual account at January 2021), this pattern, firmly established over the last 5 years, will unfortunately continue unabated.