Annual Report: Statements, Regulatory Debates, and Internal Transformation Bring Dynamic Changes to Amec

Last year was a period of intense regulatory debate in which Amec issued opinion on several occasions: from public hearings to regulate online shareholders AGMs amid the pandemic to the trading of BDRs. The association has also acted consistently against attempts to ease regulation which we considered inappropriate, such as the debate about allowing super-voting shares in Brazil.

“This intense amount of activity happened in parallel to Amec’s internal transformation. In 2020, we trained and increased our staff, allowing us to consolidate our strategy of turning Amec into one of the leading corporate governance think-tanks in Brazil,” said CEO Fábio Coelho in a letter published in Amec’s Annual Report. During the general assembly, in April, the management presented a balance of the year’s activities.

In this scenario, a communications policy that provided swift and in-depth content has become a priority. This resulted in the reformulation of our newsletter, with 36 issues published in 2020 featuring exclusive interviews, analysis, and reports with some of the most prominent professionals in capital markets. We also expanded our social media presence, especially LinkedIn.

Amec’s statements in defense of corporate governance, shared in events or published as issues of Amec Opinion, came to the attention of mainstream media: we have been featured in dozens of reports published in mainstream media.

There were several disputes between minority shareholders and companies regarding conflicts of interests and debates over regulatory changes. Corporate governance has never been so important. Aiming the defense of this important concept, Amec was heard for nearly 40 news coverage published in the most influential media outlets in the country.

The events were not cancelled during the pandemic. “This is how we came up with Amec Convida, where we had the pleasure to receive leading consultancies in the market to debate events that matter to the sector. Besides, we have hosted engagement meetings and our traditional Pre-Proxy Season, which was joined by several investors from Brazil and abroad,” the CEO recalled.

Statements

Through letters, official communications, and texts published in the section Amec Opinion, the association positioned itself to defend fair practices in corporate restructuring and mergers. The most important were the following:

Linx & Stone: The most particular case was Stone’s takeover bid for Linx, two major technology companies in the country. In November, Amec sent a letter to CVM (Brazilian Securities and Exchange Commission) regarding its decision about a conflict of interest in Linx’s Board Members’ votes, based on Paragraph 1 of Article 115 of Law Number 6,404 / 1976. In disagreement with its technical department, the regulatory body had decided that a group of shareholders could vote at a GM even when obtaining particular benefits from a transaction.

Gol & Smiles: In the article, Amec Opinion – Gol & Smiles: Historic Conflicts between Shareholders, Related Party Transactions and the Role of Minority Shareholders, published in July, Amec pondered over the proposal of anticipated purchase of BRL 1.2 billion Gol airline tickets by Smiles during a period of declining revenue for companies in the aviation sector. The transaction drew attention due to its financial volume, which represented a considerable part of Smiles’ cash resources available and the largest anticipated purchase by the parent company since the IPO. Investors raised questions about the operation’s commutativity and whether it was following market rates.

Super-voting shares: The significant growth of IPOs with valuations influenced by negative interest rates made the discussion about regulating super-voting share structures grow stronger in Brazil. Currently, Article 110 of the Brazilian Corporate Law forbids such a mechanism, but the Iniciativa do Mercado de Capitais (IMK) is discussing its regulation within the Economy Ministry. In September 2020, Amec issued a statement criticizing the adoption of majority voting and defending the “one-share, one-vote” policy.

IRB Case: Another case that faced repercussions due to its unprecedented type of investor engagement was IRB. The company’s accounting practices suffered criticism due to the addition of non-recurring events in the company’s profit. Amec analyzed the case in Amec Opinion – Brazilian Corporations: Activism, Communication and the Boards’ Role. The article claims the rise of corporations sparked a change in the root of agency problems – the conflicts between shareholders and controllers.

Self-regulation and Online General Meetings: In June, Amec addressed the proposal for a unified self-regulatory organization. In a letter, Amec suggested mechanisms that would guarantee the self-regulatory body’s autonomy and that any abuses of economic power and unfair practices should be restrained. “In an environment with more than one management institution, self-regulation will play a key role in maintaining market integrity.”

Anniversary

Amec celebrates its 15th anniversary in 2021. Founded on October 26, 2006, by institutional investors, it aims to defend the rights of minority shareholders and stimulate the development of the Brazilian capital market. Throughout its history, the Association has already had four presidents.

To celebrate Amec’s 15th anniversary, we are publishing the prospects for 2021 by Walter Mendes, Mauro Cunha, Edison Garcia, and Luiz Fernando Figueiredo. From their unique points of view and areas of activity, they outline the prospects for this year, highlighting issues such as the consolidation of ESG approaches, governance challenges, supervision of enforcement, macroeconomic perspectives, among others.

New products 

To consolidate itself as a governance think-tank, Amec launched a series of products throughout 2020. In an extremely challenging scenario due to the pandemic, the Association swiftly adapted itself to strengthen member value and communication. Consequently, the expansion of influence facilitated prospecting new Members.

Launched in April, Amec’s newsletter in Portuguese was rebranded Panorama Amec. Several issues were published with articles and exclusive interviews with opinion makers, authorities, specialists, and members. Some of the interviewees were the following: Walter Mendes, Flávia Mouta, Sandra Guerra, Cristiana Pereira, Emílio Carazzai, Helder Soares, Otávio Yazbek, Fábio Giambiagi, Otaviano Canuto, Eduardo Guardia, among others. The English version is called Viewpoint Amec and has been published since the second half of 2020.

Amec’s company page on LinkedIn already has over 1,800 followers and thousands of weekly views. Several posts are made each week featuring interview excerpts and articles from Panorama Amec, along with the promotion of events, media appearances, among others.

Events in 2020

As the covid-19 pandemic struck and social distancing measures were in place, Amec has quickly adapted to use digital media to host events in 2020. The new scenario demanded adaptations, as it had happened in previous crisis, but it did not disrupt the implementation of Amec’s strategy for the next 3 years.

Communication and the relationship with Members have been adjusted, at first through the Technical Committee’s online meetings. Over the year, new projects for training and debates were created, like “Amec Convida”, which hosts presentations and debates with consultants, experts and representatives of partner institutions.

As CEO, Mr. Coelho has also represented Amec as a speaker or debater in over a dozen online events. The seminar “A Retomada da Economia e o Papel do Mercado de Capitais,” organized by CVM, Amec and CFA Society Brazil deserves to be highlighted.