TACV: General Assembly Board suspends proceedings due to disagreements over the composition of the Board of Directors.

The statement from the General Assembly Board explains that, given the situation, the representative of the majority shareholder (the State) initially proposed that the management body should operate with four members, but, according to the same source, the “proposal was rejected by the Board for violating Article 14 of the TACV Statutes, which requires an odd number of members”.

The state shareholder further revised the proposal to reduce the Board of Directors to three members. However, the Board again refused to submit this proposal to a vote, since simply changing the number of directors did not eliminate the discrepancy with the composition established in the Articles of Association, which cannot be altered in practice by a mere majority decision.

Safeguarding legality

The Board of Directors of TACV warns that the Commercial Companies Code (in its article 314) safeguards that the Board of Directors must respect the odd number stipulated in the company's contract.

"Submitting the proposal to a vote would represent a direct statutory violation and create the risk of the resolution being challenged by minority shareholders, who have even threatened to proceed with legal action based on the alleged abuse of their majority position."

The suspension of the session was thus classified as a measure of "essentially preventive nature," intended to safeguard the legality of the proceedings, protect the company from corporate conflicts, and ensure a balance between shareholders.

The Board further clarified that the decision does not constitute an accusation or value judgment on the State's actions, reaffirming its willingness to reschedule the General Assembly as soon as a legally sound solution for the composition of the Board of Directors is guaranteed.

Compensation discrepancies

It should be recalled that, as reported by A Nação online yesterday, Friday, October 16th, this General Assembly of TACV, SA, which aimed to formalize the selection of the company's new governing bodies, was also marked by disagreement regarding the remuneration conditions for the directors.

The proposed salary cuts for the incoming administration led the General Assembly to adjourn the session without deciding on the final composition of the management bodies for the new term.

According to a source from A Nação online, the aforementioned General Assembly was expected to confirm Mário Alberto Lopes Almeida as the new Chairman of the Board of Directors (PCA) of TACV, SA.

In addition to Mário Almeida, this executive management body would include Sandra Maria Lopes Furtado Mendonça and Mário Jorge Varela Tavares, and would also have Esana Jaquelina Fernandes Carvalho and Jean Christophe Baertz as non-executive directors.

For the General Assembly Board, the names of Humberto Santos de Brito were listed as President, and Ana Margarida Monteiro Ramos as Secretary. Dilaila Milene Neves Silva was nominated for President of the Fiscal Council, with José Carlos Freire Tavares and Maria da Luz Mendes Tavares Lopes as members.

Daniel Almeida