Brazil Securities Commission resumes IRB sanctions case with split vote backing BRL 40.6 million in fines and 15 year ban for Fernando Passos

The Brazil Securities Commission resumed the judgment of an administrative sanctioning proceeding against IRB Brasil Resseguros SA executives Fernando Passos and José Carlos Cardoso. In a review vote, substitute director Luís Felipe Lobianco partly diverged from rapporteur Otto Lobo’s earlier vote to acquit both men, instead voting to sanction Passos for false market disclosure, excess remuneration payments and breach of the board-approved share buyback limit, while acquitting Cardoso. The session was then suspended again after director João Accioly requested a review of the case. Lobianco voted to fine Passos BRL 600,000 for a false statement denying the resignation request of IRB’s board chair, BRL 39,960,133.29, equal to one times the economic benefit, for ordering bonus, performance award, commission or indemnity payments to himself and directors of subsidiary IRB Par above limits approved by shareholder meetings, and to disqualify him for 15 years from serving as an administrator or fiscal council member at listed companies and other entities subject to CVM authorization or registration for deliberately exceeding the repurchase limit set by IRB’s board. He also voted to acquit Passos on the selective disclosure charge and to acquit Cardoso on the allegation that he authorized remuneration payments above the approved cap. The judgment had first opened on December 29, 2025, when Lobo, then acting president and rapporteur, voted to acquit both defendants.