Niocorp Developments Ltd (NB)

[chico237]

PM et al....Klamas Fernanda reda Fenga Viana (FGV LAW Portugal)- Portuguese translation anyone!! a possible connection.

https://direitosp.fgv.br/sites/direitosp.fgv.br/files/fernanda_reda_fenga_viana_klamas.pdf
Per google translator lol...

FGV LAW SP
PROFESSIONAL MASTERS
PETROBRÁS CORPORATE GOVERNANCE: WHY DID IT FAIL?
ANALYSIS OF THE CASE OF PASADENA IN THE LIGHT OF CORPORATE GOVERNANCE RULES
THE USE OF GOVERNANCE AS AN INHIBITOR OF THE PRACTICE OF CORRUPTION ACTS
Fernanda Reda Fenga Viana Klamas
Research project presented to the
Professional Master's Degree from FGV Direito SP,
under the guidance of Professor Mariana Pargendler.
Version of 12/09/2018
1. Theme, context, objectives and scope
The work proposes to study the acquisition by the Brazilian company Petróleo Brasileiro S.A -
PETROBRÁS (“Petrobrás”) of the Pasadena refinery (“Pasadena”) then belonging to the Belgian group
Astra / Transcor (“Astra”). The main theme will be the analysis of the company's corporate governance practices
Petrobras from the acquisition to the present day in order to identify the relevant factors that
culminated in the failure of this model, such as: government interference; structure of
composition and functioning of the Board of Directors and other management bodies
(Fiscal Council, Executive Board and Committees); issues related to conflict of interest and conflict
agency. Therefore, it will be necessary to understand the corporate governance model
implemented by Petrobras in detail and in depth.
The research object of this project will analyze the entire business arrangement, the approval of the operation
(acquisition of Pasadena) in the various administrative and internal bodies of Petrobrás, the reports
prepared by the independent consultants and the internal team, the actions filed by shareholders
abroad and in Brazil, the denunciation agreements signed, the complaint of the Federal Public Ministry to
two
managers of Petrobrás, the relevant facts published by Petrobrás, its financial statements
financial statements and management reports.
The study aims to understand, in the specific case, why the governance structure
corporate governance was not effective. The study aims to demonstrate the flaws and weaknesses in the model of
Petrobras' corporate governance emphasizing the reasons that originated them, the warning signs
that could have been observed by the management bodies (Board of Directors,
Fiscal Council and Committees involved) by the authorities and by external audits. It is intended
identify whether the governance structure implemented was in fact a failure or, if effectively, not
followed and adopted by the parties involved.
The work will analyze the changes implemented by the company in the governance model,
from the acquisition of Pasadena to the present day, to identify whether the modifications resulted from
legislative imposition (Law No. 13,303 / 2016 - Law on Liability of State Companies and imposition of
CVM standard) or were adopted spontaneously to repair any identified deviations.
In this context and as a result of the study, a reflection will be made on the effectiveness of
corporate governance as a mechanism to inhibit fraudulent practices. The objective of the study will be,
based on the lessons that can be drawn from the case, identify how good governance practice
it can generate benefits and positive impacts for organizations in the fight against corruption. It will be done
critical analysis as to the effectiveness of changes in the governance model adopted by the
Petrobrás. The work will propose conducts and alerts that may be adopted by the
companies to mitigate the risks of failure in the governance system. Finally, based on the conclusions
extracted from the Pasadena case, it is intended to identify whether the best governance practices are, in
effective to prevent and mitigate fraud and corruption.
2. Justification of practical relevance and innovative potential
Recent episodes of corruption in listed companies1
, which would have high standards
corporate governance, lead us to question the effectiveness of the corporate governance system
as a mechanism capable of preventing and mitigating fraud and corruption practices. The case of Petrobras,
object of the case study, is paradigmatic in that Petrobrás was taken as an example and

1 As an example: Odebrecht, Camargo Corrêa, Alstom and Braskem.
3
international model of sound corporate governance practices2
. The advancement and sophistication of
corporate governance practices adopted by Petrobras were not sufficient to avoid decisions
contrary to the interests of the company itself, nor to avoid cases of fraud and corruption.
These scandals generate several impacts for the companies involved, their stakeholders and
for society as a whole. As with the collapse of Enron, the Pasadena case
and all other corruption involving publicly traded companies will necessarily bring
discussion of the issue of the effectiveness of corporate governance rules and mechanisms. In case
specific to Pasadena, it is estimated that the outcome of the entire negotiation and governance failure
resulted in a disbursement of approximately USD 1,245 million
https://www.translatetheweb.com/?

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https://sec.report/Document/0001785982-20-001003/


Can't find much else.... sure is funny how that USREM location dot on the Techmet site sure looks like (Elk Creek Nebraska???)


"If at all possible!"
Chico