By Brazil Stock Guide – Braskem (BRKM5; BAK) has called an extraordinary shareholders’ meeting for May 28 that should formalize the new face of its corporate governance. The broad outline of the shareholders’ agreement between Petrobras (PETR3; PETR4; PBR) and Shine I FIP, the investment vehicle linked to IG4, was already known. The more concrete news now lies in the names proposed for Braskem’s new board of directors — and in the redesigned executive structure that will come with the shift in power.
The slate proposed by management was nominated by Petrobras and the FIP under the new shareholders’ agreement. Novonor, the former Odebrecht group, appears in the transaction as the seller of its stake, but not as a nominating shareholder for the new board. The corporate message is clear: Braskem is starting to move past its former controlling shareholder, which remains under judicial reorganization, and toward a shared governance structure between the state-controlled oil company and the fund advised by IG4.
Petrobras nominated Magda Chambriard, the company’s chief executive officer, as one of the central names on the slate. The Petrobras side also includes William França da Silva, chairman of Transpetro; Fernando Melgarejo, Petrobras’ chief financial officer; Olavo Bentes David, adviser to Petrobras’ CEO and current vice chairman of Braskem’s board; and Paulo Roberto Britto Guimarães, president of Bahiainveste, who is classified as an independent nominee.
On the Shine I FIP side, the slate includes Hélio Baptista Novaes, managing partner, CFO and commercial director at IG4 Group; Walter Susini, senior adviser to IG4 and H&H Global and a former Coca-Cola marketing executive; Octavio Cortes Pereira Lopes, a turnaround executive who has led Light, Tok&Stok and Magnesita; and Luciano Coutinho, former president of BNDES, managing partner at MTempo Capital and a collaborating professor at Unicamp. The profile points to a mix of restructuring, finance, turnaround and experience with companies under pressure.
Independent Directors
The list also includes María Letícia de Freitas Costa, partner at SLP Consultoria and board member at companies such as Mapfre, Dasa, Auren and Localiza. She was nominated by the FIP and classified as independent. Isabella Saboya de Albuquerque, a board member at BrasilAgro and former board member at Vale, Klabin, BR Malls and IBGC, appears as an independent nominee jointly backed by Petrobras and the FIP.
In total, Braskem is proposing an 11-member board with a two-year term, running until the annual shareholders’ meeting that will review the financial statements for 2027. The company said Paulo Guimarães, María Letícia and Isabella Saboya were classified as independent, a status that will still need to be approved by shareholders.
The composition reflects the logic of the new balance of power. Petrobras brings names linked to energy, refining, finance and the state-controlled corporate structure. The FIP brings people associated with private equity, restructuring, capital markets and crisis management. Braskem, in turn, is trying to turn a change of control into a new institutional design.
Redesigned Management
The shareholders’ meeting will also vote on relevant changes to Braskem’s executive board. The proposal sets eight statutory positions: CEO; chief financial and investor relations officer; corporate affairs officer; engineering, technology and innovation officer; governance and compliance officer; consumer market and logistics officer; operations officer; and legal officer.
The most important change is the reduction of the executive board’s term from three years to two. Management is asking shareholders to authorize the board of directors to bring forward the end of the current executive term, which was set to run until 2027, and start a new two-year cycle. The goal is to align the executive board’s term with the board of directors elected in 2026.
In practice, Braskem wants to synchronize the board and management under the new governance structure. The shareholders’ agreement provides for balance between Petrobras and the FIP in nominations to both the board of directors and the statutory executive board, as well as consensus requirements for relevant decisions. The proposed bylaw changes would bring that pact into the company’s formal operating mechanics.
No Novonor
The absence of a Novonor nominee is symbolically important. For decades, the former Odebrecht group was the shareholder that shaped Braskem’s direction. The new arrangement may help unlock a company that spent years under ownership uncertainty. Petrobras is both a strategic feedstock supplier and a relevant shareholder. IG4 arrives with a restructuring and capital discipline narrative. Together, they may give Braskem more predictability at a time of pressured margins, high leverage and fierce global competition in petrochemicals.
Read More: Petrobras Waives Full Control of Braskem, Shares Power With Fund
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