B3 removes the Novo Mercado seal from Americanas and fines 22 company directors

Accounting inconsistencies

Directors, advisors and members of the audit committee were fined between R$263,000 and R$395,000, the maximum penalty allowed

Lucinda Pinto


8 Nov 2023 7:25 pm – Updated 24 minutes ago

Americanas store (AMER3) in the Market Place shopping mall, in the south of São Paulo (Lucas Sampaio/InfoMoney)

After ten months of the enforcement, B3 (B3SA3) decided to punish Americanas and 22 directors, advisors and members of the company’s audit committee for non-compliance with Novo Mercado rules, in the episode involving accounting inconsistencies in the company’s balance sheet. For Americanas (AMER3), the penalty will be the suspension of the Novo Mercado seal. Executives will be fined between R$263,000 and R$395,000.

This is the first time that a company in Brazil has lost its Novo Mercado classification, a “seal” created in December 2020 that brings together companies with a high level of governance and transparency. Although it has lost the right to use this “seal”, Americanas will continue to be listed and maintain the same obligations established in the contract that gave access to the condition.

Both the company and directors now have up to 15 days to appeal the decision. The punishment will come into effect after this period and will remain in effect until the company meets four conditions: the publication of a report by an independent committee; the presentation of unqualified financial statements; the publication of a deficient internal control report signed by an independent auditor; and updating outstanding financial information.

There is an expectation that part of these requirements will be met in the release of the company’s next balance sheet, scheduled for Monday (13). However, if the conditions take time to be met, B3 may open another process that calls into question the company’s listing. There is no specific rule for this situation, but the company’s continuation in a situation of disrespect for the principles of transparency of a company with shares traded on the stock exchange may be reason for a new assessment, with harsher effects.

Americanas and its executives are being punished for infractions relating to the effectiveness of the functioning of the inspection and control structure, comprising internal audit, internal controls, risk management policy and effective assessment of financial information. For directors, advisors and members of the audit committee, B3 established the maximum penalty allowed by Novo Mercado rules.