Amec releases the videos of the panels that permeated the central theme: “Form X Essence – The Challenges of Investing in Brazil”

The interest in Brazil and the need to improve the capital market regulations for minority shareholders were two of the main themes discussed at the event
Promoted by the Brazilian Association of Capital Market Investors (Amec), the Amec Investor Forum 2015 took place on May 28, 2015, at Insper, in São Paulo. The event fostered debates on the main themes of the economy, financial market, and investments in Brazil – specifically for minority shareholders.  The debates can be accessed through Amec’s page in YouTube (only the panels that were formally authorized were released): https://www.youtube.com/user/AmecBrasil
Entitled “Form x Essence – The Challenges of Investing in Brazil,” the Forum was graced with the presence of Mr. Ricardo Villas Boas Cueva, Minister of the High Court of Justice in Brazil, Mr. Bill McGrew, Director at CalPERS – management company of health benefits and retirement systems in the United States –, and Ms. Michelle Edkins, Global Governance Head at BlackRock , via video conference call.
Mauro Rodrigues da Cunha, Amec’s CEO, shared that the regulations for minority shareholders in the capital market must be improved, and that companies must understand that it is in their best interest to have these rules updated on a regular basis. He stated, “Companies must understand that if investors buy 10% of the company they need to receive 10% of the company’s value.”
Mr. Bill McGrew, from CalPERS, reminded us during his presentation that the world has its eyes on Brazil. “When we talk about the challenges of investing in Brazil, we need to understand what a certain company makes besides its primary product, whether it invests in the environment, whether it takes good care of its employees etc.” “A happy employee comes to work, a happy employee contributes to the business,” he added.
Amec Investor Forum is the association’s main annual event. This year, it gathered more than 150 attendees, including investors, regulators, CEOs, CFOs, attorneys, and other important professionals from several sectors of the market.
 
A brief of the panel discussions:
Amec’s CEO highlights the partnership between the association and Insper
Mauro Rodrigues da Cunha, CEO of the Association of Capital Market Investors – Amec, highlights that a lot has changed since the last event held by Amec in 2013, that the partnership between the association and Insper is of utmost importance as the capital market is faced with a number of challenges and that it’s necessary to join forces. In his keynote address, the CEO also recognizes that we have been going through a difficult moment of moral, financial and market crisis. However, by means of a comparative survey of the activism of minority shareholders and by showing the historical actions taken by the Brazilian Securities and Exchange Commission – CVM, he states that it’s essential to discuss the importance of insisting on the essence.
Click here to watch the keynote address
Panel 1 – Appraisal Reports: Science or Fiction?
Panelists: André Castello Branco, partner at PwC, Corporate Finance; Guilherme de Morais Vicente, partner at Mauá Investimentos; Otavio Yazbek, attorney and former Director of CVM; and Walter Mendes, Managing Director of the Brazilian Takeover Panel – CAF.
Guilherme Vicente introduced a survey that fostered the discussion around the impact of the appraisal report concept in the daily lives of Brazilian investors. By analyzing real cases, the panelists addressed what can be done to avoid the transfer of values among the different categories of shareholders backed by biased appraisals.
Click here to watch the panel discussion.
Panel 2 – Fiduciary Duties
Panelists: Marcelo Vieira von Adamek, professor at Insper; Rômulo de Mello Dias, CEO of Cielo; João Laudo de Camargo, partner at Bocater, Camargo, Costa e Silva Advogados.
The professor Marcelo Adamek opened the discussion emphasizing the ethical relationship between power and duty, followed by an explanation about the evaluation context when it comes to managers’ accountability. After that, the debate addressed the intrinsic limitations of managers’ positions.
Click here to watch the panel discussion.
Panel 3 – The Experience of Portuguese Minority Shareholders
Speaker: Octávio Viana, CEO of the Association of Investors and Technical Analysts (Portugal).
Mr. Viana explained that the association defends the rights of minority shareholders in Portugal and introduced the work developed in Oi and Portugal Telecom case. The speaker described the problems related to the disclosure of material information to the market and the non-compliance of corporate governance practices by Portugal Telecom.
Click here to watch the panel discussion.
Panel 4 – Management Compensation
Panelists: Bill McGrew, director at CalPERS; Jorge Marino Ricca, Executive Manager at BBDTVM; Renato Chaves, consultant at Mesa; Henry Sztutman, president of ABRASCA (Brazilian Association of Publicly-Held Companies).
Bill McGrew opened the panel discussing the main challenges of investing in the Brazilian market and emphasizing the use of management compensation as an effective tool to align the companies’ interests and the sustainable creation of long-term value for investors. Along this same line, the discussion addressed other topics, such as variable compensation versus fixed compensation.
Click here to watch the panel discussion.
Panel 5 – Stewardship – The Investors’ Role
Panelists: Michelle Edkins, Managing Director at Blackrock; Mauro Rodrigues da Cunha, CEO of Amec; Mike Lubrano, acting Director at Cartica Capital.
Michelle Edkins, Managing Director at Blackrock, discussed the stewardship concept and explained the importance of adopting stewardship codes at the market level. After that, the panelists Mike Lubrano, Director at Cartica Capital, and Mauro Rodrigues da Cunha, CEO of Amec, joined the speaker to talk about the roles of both investors and companies in implementing stewardship practices.
Click here to watch the panel discussion.
Panel 6 – Damages, Enforcement and Compensation to Investors
Panelists: Ricardo Villas Boas Cueva, Minister of the High Court of Justice; Érica Gorga, professor at FGV Direito SP; Roberto Teixeira da Costa, president of the Arbitrage Chamber of the Market; Ilene Patricia de Noronha Najjarian, Federal Attorney of the Brazilian Securities and Exchange Commission – CVM.
One of the event’s most heated debates, the panel included discussions about the rights of Brazilian shareholders versus the rights of ADR holders in Petrobras case, the work the Arbitrage Chamber can possibly perform and an analysis about the accountability of managers in the compensation to shareholders.
Click here to watch the panel discussion.
Panel 7 – State-owned Companies
Panelists: Sérgio Lazzarini, professor at Insper; Flavia Mouta, Director of Regulatory Affairs at the Brazilian Securities, Commodities and Futures Exchange – BM&F Bovespa.
Sérgio Lazzarini, professor at Insper, started the debate with a presentation about the influence of the government on Brazilian state-owned companies. By using two Leviathan models as the minority and the majority shareholder, the speaker stated that “the governmental sphere continues to play a central role, also after the companies’ privatization.” After that, Flavia Mouta, Director at BM&F Bovespa, questioned the presence of government’s representatives in the Boards of Directors of state-owned companies.
Click here to watch the panel discussion.