|A deciding vote: good or bad governance?|
One of the agenda items for Natura's shareholders' meeting this year really stood out: the company's bylaws now prescribe that whichever co-chair (one of the three controllers) is heading a meeting has the deciding vote in the event of a draw. Some companies already adopt this type of deciding vote.
Natura's board, however, had become known for always working toward consensual decisions among the directors, even though they add up to an odd number. Moacir Salzstein, the company's corporate governance director, explains that the practice hasn't changed. "We are only taking precautions, should one day the board be comprised of an even number of directors", he explains. Behind the scenes, the precaution has a name: Guilherme Leal, one of Natura's controllers and co-chairs, is the most likely candidate to run for the upcoming Brazilian elections as Vice-President under Senator Marina Silva (of the Partido Verde). If Leal leaves the company, the board will be left with six members.
But there are some who think that the best corporate governance would be to assign the same weight to all director votes. That's what Bematech had in mind when it eliminated the possibility of a deciding vote from its bylaws at the company's most recent shareholders' meeting. Now, the board must always be comprised of an odd number of directors (five or seven), and no longer a minimum of five and maximum of eight. "As the board of directors is a collegiate body, the decisions will be made through the majority of votes", says Monica Molina, Bematech's investor relations (IR) officer.