CADE clears amendment to Petrobras oil refining and gas agreement

On 22 May, the Tribunal of the Administrative Council for Economic Defense (CADE) ratified two amendments to two cease and desist agreements (TCCs) signed between CADE and Petrobras on the refined oil market, known as TCC Refino, and an amendment to TCC do Gás, regarding the access to vital infrastructure for the natural gas sector.

The amendments terminate the obligation on the disposal of remaining assets. However, new commitments were made. Among them, Petrobras must develop tools to monitor data related to its business in the oil and derivatives market. Such tools enable the identification of the non-discriminatory nature of the company’s prices. In addition, the agreement establishes that Petrobras must disclose non-discriminatory guidelines for oil shipments to any independent refinery company in Brazil. It also determines contract offers, allowing the distribution on a shipment-by-shipment basis to any independent refinery.

The TCC do Gás established that Petrobras was to dispose the assets of Nova Transportadora do Sudeste S/A (NTS), Transportadora Associada de Gás S.A (TAG), and Transportadora Brasileira Gasoduto Bolívia-Brasil S.A (TBG), and to decrease its indirect shareholding in Petrobras Gás S.A (Gaspetro). However, due to Law 14134/2021 (the new gas law), the agreement needed to be revised.

Thus, the amendment to the agreement signed with CADE established additional rules over the electing process of independent members to the TBG board of directors. In addition, the selection of directors must be advised by an independent headhunter, who will provide a triple list of members who fulfil the independence requirements established in the TCC do Gás. If the election of any independent director appointed by Petrobras fails to comply with the terms of the agreement, CADE may impose a fine of up to BRL 150,000, revoke the appointment, and restart the selection process.

The amendment also foresees the independence of the TBG commercial board from Petrobras, as well as the inability to transfer employees from Petrobras or its subsidiaries to join the board. 

The obligations agreed in the amendment to the TCC do Gás are in force until 04 March 2039, the same term established in the new gas law for the de-verticalization of shipping carriers.