IRB Brasil RE’s Ordinary and Extraordinary Shareholder’s Meeting, carried out online on this Friday (31st), approved the reinsurer’s financial statement for 2019. It also decided for the payment of interest on the stockholders’ equity and dividends to the shareholders, as well as the management was authorized to make judicially liable the ex-executives encompassed in the disclosure of fake information on the shareholders base, and claim compensation for the losses caused to company.
Independent and internal investigations, completed by late July, made José Carlos Cardoso and Fernando Passos, ex-CEO and ex-CFO, liable for disclosing fake information on the share base, as well as for receiving and paying bonus, without the due internal approvals and justification, of around BRL60 million, for a stock buyback not complying with the limits imposed by the Board of Administration, and for mistakes in the financial statements.
Due to such mistakes, the financial statement for 2019 was revised and presented to the shareholders – with opinions by independent auditors from the company’s Audit and Fiscal Committees -, in addition to a proposal of an allocation of the net profit assessed as BRL1,210,120,047.43. Both topics were approved.
Regarding the dividends distributed, the total value of the payment summed up BRL317,053,370.63, with net taxes summing up BRL287,403,511.26. From such amounts, (net) BRL91,331,346.91 regard the net profit for the fiscal year of 2019, which corresponds to 7.55% of the total, while BRL225,722,023.72 (net BRL196,072,164.35) regard the profit from previous fiscal years allocated in a profit retention account.
The distribution of payment value per share was as follows: BRL198,445,591.18 as gross Interest on the Stockholders’ Equity, stated by the Board of Administration in November 2019, equivalent to BRL0.21307607849 per share (net BRL0.18508733526 per share, applied to the mandatory dividend); BRL27,276,432.54 as gross Interest on the Stockholders’ Equity, stated in the Ordinary and Extraordinary General Meeting, equivalent to BRL0.02953635375 per share (BRL0.02565658730 net per share, applied to the mandatory dividend); and BRL91,331,346.91 as dividend (completing the mandatory dividend), equivalent to BRL0.09889837927 per share. The base for the calculation was 923,486,791 shares, already excluding the treasury ones.
The calculation base date for the shareholding position entitled to dividends and interest on the stockholders’ equity stated in the Ordinary and Extraordinary General Meeting shall be August 14th. From August 17th, the company’s shares will be negotiated ex-dividends and ex-interest.
Directors and compensation
The shareholders also consented to setting the company’s Fiscal Committee as four permanent members and four deputy ones, then electing the eight names indicated by IRB.
In addition to it, Hugo Daniel Castillo Irigoyen was taken as the ninth permanent member of the company’s Board of Administration. The decision for increasing the number of seats in the Board of Administration was taken in a meeting carried out in June. Hugo shall now join the permanent members Regina Helena Jorge Nunes, Ivan Gonçalves Passos, Henrique José Fernandes Luz, Marcos Pessoa de Queiroz Falcão, Marcos Bastos Rocha, Roberto Dagnoni, and Ellen Gracie Northfleet, as well as the chairperson Antonio Cássio dos Santos.
The meeting also approved the proposal for setting the limit value of global annual compensation to company’s directors and officers for the period between April 2020 and March 2021. The set value was BRL42,481,999.00 for compensations to the Board of Administration, the Executive Board, and the Fiscal Committee.