The Brazil Securities Commission (CVM) opened the collegial judgment of an administrative sanctioning proceeding concerning alleged fiduciary-duty breaches by IRB – Brasil Resseguros S.A. executives Fernando Passos and José Carlos Cardoso. Interim Chair Otto Lobo, acting as rapporteur, voted to acquit both respondents on all counts, and the session was then suspended following a request for review by substitute director Luís Felipe Lobianco. Brought by the Superintendence of Sanctioning Proceedings (SPS), the case alleged that Passos, as executive vice-president for finance and investor relations, selectively disclosed confidential material information, disseminated false information to the market by denying the resignation of IRB’s board chair, deliberately exceeded a board-set share buyback limit, and authorised payments to managers beyond the overall remuneration cap approved by shareholders. Cardoso, as chief executive officer, was accused of authorising payments to employees and managers in breach of the shareholder-approved global remuneration limit. Director João Accioly indicated he will wait for the case to return before presenting his vote. Director Marina Copola recused herself, and Lobianco participated as a substitute director to meet the minimum quorum for a CVM Board decision under CVM Resolution 45.
Brazil Securities Commission (CVM) 2025-12-29
Brazil Securities Commission starts IRB enforcement judgment as rapporteur votes to acquit Fernando Passos and José Carlos Cardoso
The Brazil Securities Commission (CVM) began a collegial judgment on alleged fiduciary-duty breaches by IRB – Brasil Resseguros S.A. executives Fernando Passos and José Carlos Cardoso. Interim Chair Otto Lobo voted to acquit both, but the session was suspended after a review request by substitute director Luís Felipe Lobianco. The case involves accusations of selective disclosure, false market information, and breaches of remuneration limits.