Oi pagará R$ 74 milhões a diretores

Por Valor Econômico

A Oi fixou para seus diretores estatutários uma remuneração total em 2018 quase três vezes superior àquela prevista pela líder do mercado móvel brasileiro (Telefônica Vivo) e mais de duas vezes superior à estipulada pela TIM. Para este ano, a operadora prevê um desembolso de até R$ 74,6 milhões para pagamento de seus quatro diretores estatutários – o montante inclui também indenizações a ex-executivos e bonificações que dependem do êxito do plano de recuperação judicial, aprovado em dezembro pelos credores da Oi.

Com três diretores estatutários, a Telefônica estipulou remuneração anual total de R$ 24,6 milhões para seus executivos, enquanto a TIM Brasil (com sete diretores) reservou R$ 35,7 milhões para esta finalidade. O patamar de remuneração da Oi foi aprovado na assembleia geral ordinária realizada em 30 de abril deste ano. Participaram da reunião acionistas representando 37,61% do capital social votante da operadora. A proposta de remuneração global anual da administração e do conselho de fiscal foi aprovada por 65,2% dos votos válidos dos acionistas presentes.

Dono de uma fatia de 4,63% do capital da Oi, o BNDESPar – empresa de participações do Banco Nacional de Desenvolvimento Econômico e Social (BNDES) – votou contra a proposta. Em manifestação entregue em separado, o BNDESPar justificou seu voto contrário “em função de o valor proposto ser muito superior à remuneração média, por membro da administração, aplicada nos principais concorrentes da companhia.”

Em nota, a assessoria de imprensa da Oi afirmou “que a remuneração global aprovada reflete o cenário de grande complexidade e agravamento dos riscos associados ao contexto do processo de recuperação judicial”. Na visão da operadora, os instrumentos de compensação “visam garantir o êxito da solução dos temas financeiros, como por exemplo a redução do endividamento”, além de estimularem “a geração de valor através de suas operações”, preparando a companhia para o que a Oi classifica como um ciclo de crescimento e sustentabilidade dos seus negócios.

Maior acionista da Oi, a Pharol (ex-Portugal Telecom) foi impedida de votar na assembleia de 30 de abril por força de uma decisão do juiz Fernando Viana, da 7ª Vara Empresarial do Rio de Janeiro. Em março, Viana suspendeu o direito de voto da Pharol e de outros acionistas que participaram ativamente de uma assembleia geral extraordinária realizada em 7 de fevereiro, à revelia da operadora. Pharol e Oi travam uma disputa em torno dos termos do plano de recuperação judicial aprovado pelos credores da companhia.

A antiga Portugal Telecom contesta o plano na Justiça brasileira e na americana por discordar dos níveis de diluição da participação dos atuais acionistas e de mudanças na estrutura de governança estipuladas no documento. Procurada para informar sua posição a respeito da remuneração aprovada na assembleia de 30 de abril, a Pharol limitou-se a dizer que está “estudando as medidas que serão adotadas em relação a todas as deliberações que foram feitas em assembleia sem o seu voto.”

Atualmente, além do presidente da Oi, Eurico Teles, que acumula a diretoria jurídica, a Oi conta com outros três diretores estatutários nas áreas de finanças, varejo e operações. Na TIM, os diretores estatutários são sete e a remuneração global anual aprovada para 2018 é de R$ 35,7 milhões. Desse total, 41,3% se referem à remuneração fixa e 58,7% à variável.

No caso da Telefônica, a ata da assembleia de acionistas realizada em 12 de abril especifica que o valor anual de R$ 24,6 milhões se destina não só ao pagamento dos três diretores estatutários da companhia, mas também dos membros do conselho fiscal.

Um analista de mercado lembra que, tanto no caso da Telefônica como da TIM, as matrizes das operadoras estão no exterior, enquanto na Oi a sede está no país. Por estarem no “centro das decisões”, os diretores estatutários da Oi teriam efetivamente mais poder que os das teles estrangeiras, o que se traduziria – ao menos em teoria – em salários mais elevados.

Por meio de sua assessoria de imprensa, a Oi destacou em nota que os valores máximos aprovados na assembleia refletem o pacote de remuneração recorrente de até R$ 35,39 milhões. “Esse valor representa uma redução de 29,4% em relação ao valor aprovado pela AGO referente ao exercício de 2017”, frisou a empresa.

O valor total da remuneração global aprovada inclui ainda – de acordo com a Oi – parcelas extraordinárias e não recorrentes de até R$ 39,21 milhões. O montante inclui indenizações por rescisões contratuais e cláusulas de não competição (“non compete”) vinculadas às saídas de executivos (o ex-diretor-presidente Marco Schroeder e o ex-diretor financeiro e de relações com investidores Ricardo Malavazi), além de valores relacionados ao êxito da recuperação judicial da Oi envolvendo diretores e exdiretores estatutários ligados a este processo, bem como os respectivos encargos sociais.

Segundo uma fonte de mercado, houve o caso de um presidente que, após deixar a companhia, contestou na Justiça o valor que lhe seria devido pela rescisão do contrato. Depois de muita disputa, ficou acertado o pagamento de R$ 20 milhões, mas o executivo teria exigido que a companhia arcasse com os custos com advogados. A direção da Oi se negou e logo depois a tele entrou em recuperação judicial – o ex-presidente não recebeu o valor acordado.

Outro ex-presidente da Oi – Zeinal Bava – enfrentou situação parecida. Acusado de envolvimento com a transferência de recursos da Portugal Telecom para o grupo Espírito Santo, na saída do comando da tele brasileira, em outubro de 2014, Zeina firmou acordo pelo qual receberia 36 pagamentos mensais de € 150 mil. Mas, com o pedido de recuperação judicial em junho de 2016, ficaram faltando 17 parcelas – o pagamento foi interrompido devido à recuperação judicial.

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