The contradiction is even surprising, at least 4811 shareholders looking for ESG (environmental, social and governance) products are investing in Americanas (AMER3) – knowingly or unknowingly – due to the exposure of their chosen ETFs (index funds).
The data are the result of a survey conducted by the A Money infobased on the number of shareholders that ESG-rated ETFs had through December, according to the B3 Monthly Bulletin.
Among these were the ESGB11, managed by BTG Pactual Asset Management, with 704 investors – between institutional and private investors. The fund tracks the performance of the S&P/B3 Brasil ESG index and until 17 January the ETF basket included Americans, with a weight of 0.27%. The company’s weighting in the ETF portfolio has already decreased significantly since January 12, when its share was 1.65%.
in the ETF ISUS11, from Itaú, were 1854 shareholders who were investing their resources in an anti-ESG company with the ESG slogan. The reason is that the fund tracks the performance of the Corporate Sustainability Index (ISE), which still has the Americanas in its portfolio, but which is evaluating its exclusion, as we will explain in the course of the article.
On January 17, the weight of AMER3 in the ISUS11 basket was 0.33%. Of the 100,000 shares that make up the ETF basket, 5,300 represented American stocks.
When the subject is only the pillar of Corporate Governance, the ETF GOVE11, also from Itaú, also offers Americanas to its shareholders, albeit with a small 0.06% stake. The fund has 2187 investors and tracks the performance of the Trade Corporate Governance Index – IGCT, calculated by B3.
Through this ETF, investors would allocate their money to Novo Mercado, Level 1 and Level 2 corporate governance companies, recognized for good governance practices.
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Still on the list is the rookie SHE11, with 11 months of life. The ETF managed by Banco Safra tracks the Teva Women in Leadership index and is focused on choosing companies with a greater presence of women on the board of directors and on Boards and Committees.
In the rebalancing of January 6, Americanas shares (AMER3) entered the index portfolio, with a weight of 0.6%. But on January 17, the weight was 0.01%. ELAS11 still has few members, up until December they were 66.
At first glance, it seems that investors are buying something, after all, would it make sense to invest in US stocks when ETFs stand out for companies that comply with ESG pillars?
Fabio Alperowitch, founding partner of Fama Investimentos and one of the active voices in the ESG debate, says that Americanas is the protagonist of one of the biggest scandals in the history of the capital market, with a relevant dimension on a global scale.
For him what happened to the company is a fraud, caused by a toxic culture and “obsessed with results”, one of the values of Americanas. But he points out that, albeit discrepant, the managers of these ETFs can do little, given that, being a passive strategy, they need to exactly replicate the chosen indices. “As long as Americanas is a part of these indices, the ETF is going to have to track whether you like what’s there or not.”
THE Money info searched for the managers responsible for the ETFs, Itaú Asset and BTG Pactual Asset. Both confirmed that, since they are passively managed funds, there isn’t much that could be done.
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The report also asked the managers for a position, questioning how comfortable they would be with giving their shareholders exposure to Americanas in these ESG ETFs. Also on this point the managers preferred not to comment on the matter.
ESG ETFs with AMER3 in the portfolio
|ETFs||Replicated index||Participation of Americans in the basket||No. of shareholders||Management||Performance in 2023|
|ESGB11||S&P/B3 Brazil ESG index||0.27%||704||Asset agreed BTG||2.62%|
|ISUS11||Corporate Sustainability Index (ISE)||0.33%||1854||Itaù Asset||0.06%|
|GOVE11||Corporate Commerce Government Index (IGCT)||0.06%||2187||Itaù Asset||1.51%|
|SHE11||Teva Index Women in Leadership||0.01%||66||Crop resource||0.80%|
Source: InfoMoney Survey with B3, Economics and ETF Information. Data up to January 17, 2023
Americanas (AMER3) billionaire shareholders received approximately BRL 100 million in dividends in 2022
Americanas (AMER3) last year distributed record dividends for the last decade; Does this make sense?
In the hands of the indices
As ETFs are passively managed funds, responsibility lies with the ESG indices and their providers, in this case B3, S&P Dow Jones Indices and Teva Indices.
With regard to the B3 Corporate Sustainability Index (ISE), the president of the Stock Exchange, Gilson Finkelsztain, highlighted, in an interview with journalists, that the evaluation process for a possible exclusion of American women has already begun. The company has already been notified, according to Finkelsztain, and will have a maximum period of 15 days to respond, after which B3 will have to assess whether or not the company remains in the index.
The ISE would be the only stock market index that would allow this assessment of controversial cases to be made, according to the president of B3. In its new methodology, which came into force in 2022, the ISE has the monitoring support of RepRisk, an international provider that collects data and public information on environmental, social and corporate governance risks.
The methodology also highlights that if a company is excluded from the ISE, it will not be able to integrate the index portfolio for the next two years, starting with the first rebalancing of its exclusion. If the company requests and demonstrates evidence of improvement in the management of its risks, the term can be reduced to one year.
In addition to the ISE, the company is present in 4 Corporate Governance indices, provided by B3, namely:
- Special Corporate Governance (IGC) stock index;
- Tag Along Special Stock Index (ITAG);
- Corporate Trade Governance Index (IGCT) – followed by the GOVE11 ETF;
- Corporate Governance Index – Novo Mercado (IGC-NM).
In all the methodologies of these indices there is no evaluation or committee that allows the exclusion of the company in case of proven cases of fraud or attitudes that violate the corporate governance of the companies.
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The only criterion that would cause Americanas to drop these governance indices immediately would be for the company to file for judicial reorganization. According to the methodologies, in this case it should be excluded at the end of the first trading day under this new framework.
The company also cannot be excluded from the Novo Mercado, a segment of the stock exchange known for having the best governance practices, explains B3’s Finkelsztain.
“It is not up to Novo Mercado to judge whether the control committee is good or bad. The Novo Mercado does not want to be invasive, but to provide a minimum level of governance for the shareholders,” she stressed in a conversation with reporters.
According to the president of B3, in the event of judicial recovery, the company would also leave the Novo Mercado, but there is no law that provides for exclusion due to scandals or fraud.
“This is a topic that could be discussed in the upcoming reform of the Novo Mercado rules,” said the president of the exchange, noting that there is no date yet for this to happen.
For Fábio Alperowitch, it is important for investors to clarify that governance indices are not necessarily composed of companies that have good governance, just as sustainability indices are not synonymous with companies with good sustainability.
“We have to call things by their names. The problem is that people have the wrong understanding of indexes,” she says.
According to the manager of Fama Investimentos, it is absurd to believe that the Novo Mercado is a seal of virtue and good governance, something wrong.
Regarding the rules for the exclusion of indexes, he points out that, while not consistent with the ESG pillars, the existing rules are, therefore, if there is no provision for the exclusion of companies in the event of fraud or scandal, Americanas could not be excluded. “I think it’s the index rule that’s wrong,” she assessed.
In addition to the indices provided by B3, there is also the S&P/B3 Brasil ESG Index, under the responsibility of S&P Dow Jones Indices, which also includes the Americanas in its composition.
Unlike peers, this index does not consider the liquidity of the shares or the capitalization of the company to carry out the evaluation. The methodology is based on criteria from the social, environmental and governance pillars, a sort of “thoroughbred” index. Each pillar has a different weight in the index depending on the sector.
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The index is also supported by RepRisk, to daily filter, sort and analyze the risk incidents and controversial activities of the companies within the indices, which may not be consistent with the ESG pillars.
THE Money info contacted S&P to ask if valuation of Americanas was already underway.
Through its global communications representative, April Kabahar, S&P stressed that if any risks are observed, a Media and Stakeholder Analysis (MAS) will be published – which includes a range of issues such as economic crimes, corruption, fraud , illegal business practices, labor disputes, human rights issues, among others.
After this analysis, he added, the Index Committee will evaluate the company and the possible impact of controversial activities on the composition of the indexes.
“In the event that the Index Committee decides to remove a particular company, it cannot be included again in the index during a calendar year, starting with the next rebalancing,” he specified.
According to Kabahar, S&P Dow Jones Indices does not comment on possible index changes, but follows a transparent and rules-based methodology. The provider will keep the market informed of new developments in the Americanas case.
Regarding Teva Women in Leadership, Teva Indices has indicated the Money info that the index, composed of 67 companies, chooses for its composition companies well positioned in the Teva Women in Leadership Score, which takes into account the presence of women on boards of directors, boards and committees.
“In the last index rebalancing dated 01/02/2023, the weighting in the portfolio of the company Americanas SA was 0.6%. Other governance criteria are observed for the eligibility of assets in the index methodology, including: compliance with the delivery of regulatory reports and judicial or extrajudicial recovery”, he highlighted.
According to Teva, if Americanas does not meet the aforementioned methodological criteria, the stock may no longer be part of the index portfolio in the next rebalancing, which is expected to take place in April.
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When asked by the report whether the accounting gap would have been considered in the “payment of regulatory reporting” item, Teva highlighted that no, therefore it is not a factor so far that configures the exclusion of American women from the index. Another way out would be judicial recovery.
As reported by The globein the column of Laura Jardim, Americanas’ decision to go to court with a judicial recovery request has already been made and the request is most likely to be filed between Monday and Tuesday of next week, according to the lawyers involved in the transaction. The expectation of judicial recovery would already be messing with the performance of the retailer’s assets.
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