The departure of two GPA financial advisors on Sunday revealed the growing tension among shareholders, with traditional stakeholders like Casino and Ronaldo Iabrudi’s group at odds with newcomers led by investor Rafael Ferri.
The latest GPA shareholders, the Coelho Diniz family who own the second largest portion of the company, are observing the conflict impartially, causing concern among those involved.
André Francez Nassar and Diego Xavier Mendes, nominated by investor Rafael Ferri, resigned and heavily criticized the company’s management, labeling it as incompetent, irresponsible, conflicted, and opaque.
Sebastian Dario Los, nominated by Tanure, and Edison Ticle, who represents the Ferri group on the board of directors, resigned from their positions on the audit committee.
Nassar, a member of the founding family of the São Paulo network Mambo and former CEO of Giga Wholesale, was recommended by Ferri, who leads a group of investors owning 8% of the capital of Sugar Loaf and Extra.
Nassar stated upon leaving that he did not have the required access to fulfill his duties as a tax advisor and address business information inconsistencies.
InvestNews found that the tax advisor asked the company’s management for billing and cost information for all Sugar Loaf stores, including Minuto Sugar Loaf and Extra, as well as manager salaries. The group had 733 stores by the end of the second quarter. The inquiry also covered Ebitda data and any disruptions at each location.
GPA mentioned in a communication to InvestNews that the Council and its members are provided with the Company’s data and internal information in the correct format, adhering strictly to the relevant laws and governance procedures.
The former advisor stated that the company’s financial and operational situation, which poses a risk of significant disruption to its activities, is due to decisions made by a small group that does not prioritize GPA’s interests.
Conflicting interests
Internally, Nassar’s detailed requirements for each store’s operation were seen as uncommon. The company has extensive information on its largest stores but does not closely monitor the smaller ones, as reported by sources familiar with the operation.
The company became worried about a potential conflict of interest involving Nassar due to his connection to Mambo, a high-income food retail network that competes directly with Sugar Loaf.
Nassar, a tax adviser, assessed the company’s management as seeming to mainly benefit a small group of shareholders who tightly control the company’s management and governance.
Advisors are divided on the company’s speed of growth, with some recommending acceleration to increase company value, while the current management prefers reducing investments as part of its strategic plan.
The company announced in its second quarter report that it had decided to halt its store opening initiative. Originally planning to open 300 stores by the end of 2026, the company paused investments after achieving 70% of this target due to high interest rates and significant leverage. During the period from April to June, the net loss decreased by 35% to R$ 216 million.
The Rabbit Diniz’s location
The focus of those monitoring the GPA is on the stance taken by the Diniz family, who own a supermarket chain in eastern Minas Gerais. Led by André Coelho Diniz, the family has maintained a low profile and concentrated on operations.
As owners of 18% of GPA’s shares, miners are expected to take a stance in the war cable conflict, according to an advisor.
This year, GPA’s shares rose by 13% to R $ 2.98 due to a boardroom struggle. Nelson Tanure, a former shareholder, sold his stake after failing to secure three board nominations against Rafael Ferri and the Rabbit Diniz.
