CVM resumes trial of former IRB directors and keeps case under review
The resumption of the CVM’s sanctioning process once again places the conduct of former IRB executives under scrutiny in a case related to the disclosure of information to the market, share buybacks, and bonus payments. The June 9, 2026 session moves forward with a dissenting vote on key points, but the final decision is postponed again after a new request for review.
Highlights
- The Securities and Exchange Commission resumed on June 9, 2026, the trial of the case against former IRB directors, now incorporating the dissenting opinion of Acting Director Luís Felipe Lobianco.
- Lobianco proposed a fine of R$ 600,000.00 for the disclosure of false information and R$ 39,960,133.29 for irregular bonuses to Fernando Passos, in addition to a temporary disqualification for 15 years.
- Another interruption of the session due to a request for review by João Accioly maintains uncertainty regarding responsibilities in governance practices and material communication at IRB.
This article was translated from the original. Read the original version by our correspondent here.
Dissenting vote redefines part of the conclusions
As reported by the Securities and Exchange Commission, the trial of Administrative Sanctioning Process CVM 19957.003612/2020-35 resumes on June 9, 2026 after a previous suspension and now incorporates the dissenting vote of Acting Director Luís Felipe Lobianco. The process was initiated by the Superintendence of Sanctioning Processes to investigate responsibilities attributed to Fernando Passos, former executive vice president of finance and investor relations at IRB, and José Carlos Cardoso, former CEO of the reinsurer.In the vote presented, Lobianco partially disagrees with the rapporteur’s conclusions and advocates for the conviction of Fernando Passos to a fine of R$ 600,000.00 for allegedly disclosing false information to the market. He also votes for a fine of R$ 39,960,133.29, equivalent to the economic benefit obtained, for allegedly ordering the payment of bonuses to himself and directors of the IRB Par subsidiary.
The acting director also votes for the temporary disqualification of Fernando Passos for 15 years. At the same time, he calls for the acquittal of Passos from the charge of violating article 155, paragraph 1, and for the acquittal of José Carlos Cardoso from the charge of violating articles 152 and 154, paragraph 2.
Implications for governance and case progress
The charges analyzed in the process include the alleged selective disclosure of confidential and material company information, denial to the market regarding the resignation of the chairman of the IRB board of directors, deliberate disregard for the share buyback limit, and payments to executives exceeding the global compensation limit approved at the general meeting. In the case of José Carlos Cardoso, the investigation concerns alleged discretionary payments to employees and executives in breach of this cap.The new interruption of the session, after a request for review by Director João Accioly, prolongs the resolution of the case and keeps open a relevant process for the assessment of governance practices, fiduciary duties, and communication with investors in the Brazilian market. The outcome is closely watched by financial sector participants, given IRB’s relevance in the reinsurance segment and the regulatory reach of CVM decisions on executive conduct.
In our previous publication on the limitations of resources of the CMVM in Portugal, we explained that the regulator warned parliament about restrictions that reduce its operational flexibility, despite being funded by supervisory fees. We also highlighted that new European requirements, such as data requests from AMLA and the need to invest in Artificial Intelligence, increase costs and make talent retention more difficult, putting pressure on modernization and supervisory capacity.
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