Conflict of Interest in the Commission Investigating Americana

One day after revealing the material truth about the billionaire gap in its accounts, Americana announced an independent commission to investigate the case. The three candidates were, on that date, approved by the company’s board of directors, but since then, there has been a personnel change.

According to Felipe Pontes, Partner CT, the commission is still not really independent. You understand:

What is the role of the committee and who is appointed?

In a statement on January 12, Americana announced the formation of the committee responsible for investigating whether there was fraud in the company. These are the three members:

• • Otávio Yazbek, Partner at Yazbek Advogados, Odebrecht SA’s Independent Compliance Controller appointed by the US Department of Justice and Federal Prosecutor’s Office.
• • Vanessa Claro-Lopez, who has 20 years of professional experience and is part of the audit committee of other companies.
• • Pedro Melo, who has developed a long career in auditing, consulting and business management for more than 30 years, working at KPMG, where he was President for Brazil between 2008 and 2017 and South America between 2015 and 2017.

What change was made in the committee?

On January 19, Americana issued a statement about the change to the Independent Commission, without giving a reason for the change. Pedro Mello left and was joined by Eduardo Flores, FEA/USP Professor of Accounting and Actuarial Science and Consultant and Auditor since 2012 with expertise in Accounting and Finance.

According to information collected by Pipeline, Milo was president of KPMG during the period that the company audited Americana, a period that the committee will now review.

Moreover, according to TC’s Felipe Pontes, Pedro Mello is on the board of directors of Santander, one of Americana’s creditor banks, where Sergio Real also worked, and who discovered the loophole in his short drive in Americana.

Why does the committee still have a conflict of interest?

According to Felipe Pontes, Vanessa Lopez should not be a member of the committee due to a conflict of interest: Member of the Americanas Board of Directors and Coordinator of the Company’s Audit Committee since 2020.

“Although she has a very good curriculum, she has a clear conflict of interest, because she is the coordinator of the audit committee, she can even respond to an individual for negligence, for not seeing anything, and analyzing key documents for this type of operation,” Bridges said.

So, Vanessa is likely another name on the panel that needs to be changed. Pontes concluded, “From my point of view, this committee was set up from the beginning without independence.”

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