Good morning everyone and thank you for waiting. Welcome to the webinar on the Board's proposal, the general meeting that will be done on the 14th of July for 2023. If you need simultaneous translation, we have this tool on the platform. In order to do so please select the interpretation button through the globe icon at the bottom part of your screen. Choose your language of preference Portuguese or English. We'd like to let you know that this earnings call is being recorded and will be provided on the company's IR website at ri.assai.com.br, where you can already find the material from the webinar available. During the presentation by the company, all participants will have their mics off. Soon after we will begin the Q&A session. To select the Q&A option, write your name, company, language, and the question you would like to submit to be able to enter the queue. As you are announced, your request to activate your mic will appear on the screen. You must activate your mic to submit your questions. We'd like to instruct that all of the questions be submitted at once. I will pass the floor on to Daniela Sabbag, the CFO of the company.
Good morning, everyone. Welcome to the Assaí webinar for the discussion of the new board proposal. As mentioned, I am Daniela Sabbag, the CFO at Assaí, before we begin, I would like to also share with you a bit of the dynamic here for this meeting. We'll cover Belmiro will have an initial opening speech presenting the new board and the new committees. Especially soon after, the board will share a bit of the context and assumptions of the work performed. Then we'll have the main modifications that were incorporated to the proposal. Soon after, we'll get into Q&A session. During the entire meeting, we will approach exclusively the issues related to the proposal for compensation at the board level. If you do have any questions on any other topics, we will address this with the investor relations department. We'll schedule another opportunity for these specific discussions. I'll pass the floor on to Belmiro for his initial remarks. Belmiro?
Thank you Danny. I would like to thank you all for your presence in this webinar. I think it's very important because this topic, it's highly relevant and pending for the company. We need to present the new board after the general meeting that was occurred in April. I wanna thank the shareholders for electing the new board. We have our HR department supported also by consultants external third-party consultants. We were able to have six independent new members. Five I had never had contact with before, personally or professionally. We really wanted to have a selection process that could be really independent. Of course, now, I would also like to thank you for electing this new board. That has been fundamental ever since the first days of work when we look at the challenge that the new board faced. I want to thank all of the board members for their support and the work done. We have four committees that are created in the company. From the Board Members, we have Andiara Pedroso Petterle, Leila Abraham Loria, she's an independent member. José Guimarães Monforte, Vice Chairman at the Board Level. He has a lot of expertise when it comes to governance. I won't go over each one's curriculum. These are names that are very well-known. Professor Nelson Carvalho is also an independent member in the Audit Committee. He already came from a another previous board composition. He's been helping us a lot. Me as the CEO and member of the board in this transition period, Assaí in three years, tripled in size, and it was no longer a subsidiary once it became listed. With Casino exiting, it became a real corporation.
The company went through this very intense change process. We have Leila from a Culture and Compensation Committee. She's leading this proposal. We have Oscar de Paula Bernardes Neto. He's our Board Chairman, and he's been having important interaction with the validation, guidance, and support for the company. Julio Campos, we already had contact with him. We worked with him. He's someone that's very strong in the food sector in Brazil. He worked at Unilever for many years. He will bring us interesting insights, he can support the board. Leonardo Pereira, he comes from the Financial Market. He has a lot of know-how when it comes to governance. Felipe Alarcón, a member representing Casino still, and he had the two operations with the sale and still has a relevant stake in the company. With this, we end this presentation of the new board members and the committees, and Leonardo is leading the Financial and Investments Committee. Along with this, we also discussed a bit of this with some third-party advisors and consultants. The board was completely independent to analyze and study these compensation plans and create this proposal that's really well-aligned between the new board and management. We have Isabel Bueno from Mattos Filho, and she helped us with the preparation of this new proposal. I think Oscar can really highlight this in greater details, but as the last points of contact had been with the company's management, the company is really on a path for evolution when it comes to governance and transformation. Having said that, I would like to pass the floor on to Oscar for his initial remarks.
Good morning. The proposal you received was developed with the clear leadership of the board, and this is important to highlight because we had support from external advisors and consultants that were also chosen by the board. With this new board and with members, with less than 60 days of experience as a new board, this work was an extraordinary opportunity to get to know Belmiro better and the company as a whole. They were very skillful, very cooperative, and everything you're going to see is a result of the work done with the team as a whole, including the board and management. Belmiro has already mentioned this before, but I would like to emphasize also that the transformation that took place at Assaí in the last few years is extraordinary. From going from an integral subsidiary, then a controlled subsidiary, and finally, a fragmented control company, is not an easy transition, and of course, this generates new challenges. This transformation, not only from a shareholder perspective, was monitored by extraordinary growth, and I don't like using adjectives too much, but what happened with Assaí really deserves an adjective, which is at least extraordinary. Brutal growth in the amount of stores, sales, and this is really something that needs to be acknowledged and recognized. Now the non-approval by the shareholders of the proposal submitted in the previous general meetings forced us to have a profound analysis of all of the practices and policies for compensation in the company. The conclusion we reached was that this new Assaí requires something that is completely new and different from what was being practiced till now. Of course, this can't be done in a short-term horizon as what we've seen.
We have been committed to you, ladies and gentlemen, to present a more solid proposal at the general shareholders meeting next year. Please understand that what you receive now is a proposal for the short term within what was possible. What we tried to do now, and the next slide, please, is we tried to correct distortions, responding to your main concerns and implementing solutions in the short term. We do not want to generate any kind of potential labor liability. The involvement with Mattos Filho was essential to take a look at all of the obligations from a contractual perspective, all of the labor agreements and we don't want to create any kind of labor liabilities. We had many restrictive factors about what we could or not do and all of our statutory members are CLT that means official labor registration. We also had past commitments that could not be ignored that we had to honor, as well as a profit-sharing proces which is an intense negotiation with all of the company's employees, which involves unions, and this, of course, creates restrictions and the lack of possibilities to modify parameters for 2023 because we're at the end of the H1 of 2023, so we couldn't change targets or goals when you already have over half of the year gone. We had a permanent concern with engaging and retaining executives. That, of course, generated the success story for Assaí. This was a big permanent concern keeping them motivated.
We wanted to guarantee the stability in the company. The last thing we would like is to increase instability and of course, we would like to generate an alignment with the shareholders. I think this first step, already generates a lot of alignment, and you will see that in 2024 there's even greater alignment. From what we've expected as the for the approval for 2022 and 2023, then we will immediately start working on the proposal for 2024. We are absolutely open to talking, hearing your ideas, suggestions. As you all know, it's always difficult to meet everyone's needs but we would like to hear everyone that has contributions to this process. Thank you very much. Now I'll pass the floor on to Leila as a coordinator of the Committee for People, Culture, and Compensation, was an important spectacular coordinator in this project. Leila, please.
Thank you Oscar. Good morning everyone. Now we will summarize a bit of the main fields we operated in throughout the 35 days ever since we took over, and from the assumptions and context that Oscar just presented, with a very big focus on recognizing, valuing, Assaí's team, with all of the success that the company is having as well as all of the legal aspects, what we did initially about the board, and then after, I'll talk about the directors and management. About the Board in 2022, what we had was the value that was very similar to what was proposed. We had a negotiation with Casino so that they could reimburse an amount that we understood was correct or fair and they agreed to this. This is going to take place in 2023 but from an accounting perspective it remains in 2022.
For 2023, we had another reduction related to what was proposed in the last general meeting which is considering the short-term bonus related to the board members at Casino that left the board. This was also taken over by Casino. Therefore, well there was a significant reduction in the Board's budget from BRL 35 - BRL 26.7 and the new compensation of the new board members was really due to the research and the specialized institutes. We eliminated the short-term bonus plans for the board and also those for the granting of shares. The board has a fixed compensation at this moment based on market research. About the statutory board or sorry the management in 2022, we reviewed all of the contracts and Isabel helped us reviewing all the contracts. She's from Mattos Filho the legal firm. We wanted to preserve the team and the level of motivation. We also wanted to guarantee that we are not creating any type of liability or problems. These contracts were all reviewed and there was as we can see, it was created very well cared for in our proposal and we had the conversion plan that was still not in line or completed in the last Board. Since this was very successful we also had participation that was greater than what we expected initially in the last Board. With this, we had a higher value, and what we did in this initial process for the alignment was that we transformed 80% where they had received the amount that was approved last year in company shares, the board with a vesting of three years, and then when it comes to the CEO, with a five-year vesting.
This is a way for us to also address retention plans with this team of executives. This was the solution we found in 2022 and we're going to talk about this a bit in 2023 where we had the chance for a greater reduction. First, we wanted to simplify the structure with all of the short-term plans and incentives, and there were many plans created over time considering GPA, Casino. Each plan had its targets and logic, but at this moment we understand. At that moment, we understood that we needed to simplify and concentrate in a short-term plan which is our PPR, so our profit-sharing program. We also had the expansion plan that was eliminated for 2023. It's not that the expansion won't be part of the objectives that each executive has but of course there's a relevant participation, but you don't have an incentive plan anymore and other plans that were also eliminated. This is one of the main projects we had done for 2023 already. It's important to mention that we did not review the targets for 2023. I think Oscar mentioned this quickly.
A retailer needs to be really focused on this moment, and this is. In the month of June and July, when we finished the general meeting, renegotiating with the executives was not something that would make that much sense for the company or that would add value to the company. We kept the indicators but I can say that if there's something, well 10 indicators maybe but they're all related to the company's operation, results, cash generation, and there's also a discretionary assessment in the total amount. Of course, this was very structured, right? Already previously approved by the union and by commission with a lot of governance in this plan. We've been respecting this as we've done in 2022. We've been respecting this process. The only thing we changed for 2023 already is the maximum limit for payment which was 200% of the target and now it'll reach 120% only. Last year was actually and it was a really good year, and that's why a lot of executives went over, or reaching the 200% at the maximum process. We talked about 2022, which was a renegotiation to transform this in shares. Here we had some negotiations for 2023 as well. We're not gonna get into details, but we're gonna if everything is approved, we'll have a single granting process of the shares with the transitional care aspect, with a five-year vesting in line with the market. Mauro Cunha will talk about this later on, and he's gonna explain the mechanism as a bit more. I just wanted to mention that the ILP was also associated to the ICP.
From this new plan, it's gonna be associated with salary multiples that are also based on market research, and this had already been done before, actually. We already had a market preferential that we're using for this granting process in 2023. We also decided not to perform new stock option granting in 2023, and once again, this will be a specific topic that Mauro will explain. We understand that there were many questions about the actual price of the offering for our executives, and we also wanted to do this for a longer period, and align our long-term interest as well. These were the main changes we had. With this, we were able to have significant reductions, we'll be explaining this and how these numbers are and how the distribution is in between long term and short term. In 2022 sorry in 2022 we kept the compensation for the directors, we modified by BRL 8.1 million, and these were transformed into long term with a buying stock for three or five years, when it comes to the CEO. We reduced the ICP due to the simplification and reduction of the maximum limit of 200- 120. In 2023 we had a reduction in the ICP, and there was also a transformation of the. An increase of the ILP. Of course. Well you can go you can pass that one. When we take a look at the compensation of 2023, specifically for the board, as I mentioned previously it is of course Murphy's Law always takes place. Can you hear me? Yeah?
Yes we can hear you Leila.
Okay. All of a sudden, my image disappeared but I'm continuing here. We can see you and hear you. Okay, great. As we had mentioned previously, the board's compensation from May - December represents less than half of what will be in our proposal for 2023. Why is that? We are concentrating only on the fixed compensation, so there's not an ICP or ILP anymore in this proposal for 2023. In the specific case of the director's compensation, there was a reduction in the total amount. Once again, Mauro will explain this better, with how this is going to be in the future. When it comes to the stock granting, we reduced from 72% - 49.4% and we transformed long term into 36% because there's some grants that will take place in the next years. We reduced this. It was a reduction that was very significant, but of course, we did not change our proposal for fixed compensation. We kept the fixed compensation. With this scenario, we demonstrate a bit of the work done by the team so that we can have as well as with support from our consultants and advisors and participation from the Board that we're having at this moment. I'll pass the floor on to Mauro so that he can continue to explain the other modifications.
Thank you, Leila. It's a great honor to participate in this project that's so important as we build this corporation in Brazil and really witness the cooperative efforts between the board and the management, and really understanding the transformation and this new phase. Oscar and Leila summarized this depth of the transformation and simplification that's going on as a major fruit of the process to listen, which was done by the board from the election of this proposal. I'm gonna focus on two items that are very important, ILP and the transparency. One of the diagnosis here, and the stock option plan that, as I had before, brought a bit of discomfort to shareholders, and one is by the actual nature of the stock option plans that are nonlinear, and they have a transparency in their final costs that are not necessarily very clear, but also specifically when it comes to Assaí, the plans had a vesting period and prices for emissions and issuances that were defined in the plan that had been approved by the controlling shareholder previously. It wasn't possible to change these parameters that were fundamental when it comes to the expectations created by the shareholders and the actual board.
The board wanted to increase the vesting period that's going on to five years. It's something that's still quite rare in Brazil, and it's important to increase the alignment of and level of interest and also end the issue with the discounts and the price for the exercise of these stock options. The alternative we chose, however, was considering, and so that we can provide some kind of compensation that will have this long-term aspect. These long-term incentives really intend to perform retention. One of the diagnosis was the importance of working with the deadlines and materiality of this retention, considering what had been done in the previous structure. Still we decided to offer a performance metric that's really relevant for these components of the compensation. 70% however will be based on cash flow upon revenue, and 30% in ESG metrics.
All of these of course according to the strategic plans of the company. The objective is that in 2024, the board will submit this to the general shareholders meeting, with new plans for long-term incentive, compensation plans based on stocks, that will be able to absorb the residual stock if this, of course, that are gonna be issued, if this proposal is approved by the general shareholders meeting. With this, when we consider this new plan, considering the urgency of the approval of these proposals in 2022 and 2023. Next slide. Besides the issues of the compensation system, you'll also notice that the proposal stands out considering its transparency. First of all, S.A. offers all of the full explanation of what happened, what changed, and also some disclosure on the data. According to the grant, stock granted in the previous years you know the values submitted to the general shareholders meeting based on IFRS, provide some inheritance of all the decisions made in the past such as the amortizations of previous plans, et cetera. It's very important that as we approve the proposal, shareholders understand which decisions are being made at this moment. Besides doing what some companies already do in Brazil, which is segregating the impact in the current year of the granting in previous years, you'll see these as processes here. Assaí is really innovating with what we consider this vision of the compensation that's being decided at this year.
Basically we have when we take a look at 2022 and compare the current proposal with the proposal that was rejected before we consider the maintenance of the values proposed with changes in the mixes. When we look at the vision from the stock granting perspective there is a reduction the mixes are different. We see the same thing in 2023. When we take a look at the compensation of the management, we see that there's a major reduction, BRL 72.9 million to BRL 49.4 million, which could lead to a concern as there would be an adjustment that's too heavy upon the management or executives that the shareholders admire and wanna retain. With this vision we can see that that's not the case. There is a reduction. This reduction is strongly due to the programs that were eliminated or that had converged within this package of the new proposal. It's a much smaller drop. Besides this the percentage of the long term from this vision is greater than from the accounting perspective, because the initiatives that are being proposed have a much longer vesting period. They impact the results in 2023. That's relatively insignificant because when we compare the amount granted in 2023, we see that 46% of the compensation that is being decided this year has a long-term perspective. That's even longer considering the five-year vesting. I think that Assaí will be available to explain in greater detail if necessary but the board really believes that this vision is important so that the shareholders can understand what's being offered and the evolution of the decisions, throughout the year.
Thank you Mauro and all the speakers. We can get into the Q&A session. We'll begin our Q&A session. Once again, I wanna remind you that if you have questions you can submit the Q&A icon on the bottom part of the screen write your name, language, and the question you would like to make. As you are announced, the request to activate your mic will appear on the screen and so then you should activate your mic to submit questions. We'd like to ask you to please submit all of your questions at once.
Our first question comes from Luiz Guanais. He's an outside analyst at BTG. Luiz well open your mic so you may proceed. Please Luiz.
Good morning everyone. One question here on my side. If you guys could give us a bit more details on the KPIs for the definition of the compensation for the executives? You did talk about the free cash flow and ESG and how this interacts with the expansion plan that you're looking at in the next years?
I'm gonna pass this question to Sandra. Sandra please.
Good morning, everyone. Well, we have KPIs that are connected to indicators for financial performance and operational performance and ESG. Within these KPIs we also have the growth of the same stores and cash generation and others, and others that also reflect that not only the existing part but also the new units so whether through conversions or organics. Our KPIs also reflect the performance of the stores.
Thank you Sandra for the answer.
The next question is from Marcelo Zado. He's a buy-side analyst and he will open up his mic so you can proceed. Please Marcelo.
Hi guys. Good morning, everyone. I wanted to know if you can give us more details about the independent work that was done that based the compensation of the board for 2023? If you could give us more details on who performed the research and the segments of these peers and size of the peers?
Thank you. Marcelo. I will pass this to Sandra Vicari, our Executive Director for People and Management. Sandra?
Hi Marcelo. Thanks for that. About the research that was used for the definition for all of the competitions according to Korn Perry Research. We use as a parameter companies that have similar revenue that are also listed in the stock exchange. This is a research from Korn Ferry.
Okay thank you.
We can click on the Q&A icon. Write your name, company, and language. As you are announced, you can open up your mic to submit questions. I would like to ask you to all submit your questions at once.
Any other questions? If not we will end this call so we have time for any final questions. Don't be shy. Please submit your questions. Well, we would like to emphasize that the Company and the Board, and all of the Department for Investor Relations will be available. If you do have any other questions or points you would like to discuss with us.
Well Danny just one more point, maybe to reinforce that is maybe not as clear as I would like it to be in my presentation. When we talked about the board in 2023, we like to remind you that there are two periods: from January - April the Board still had the ICP and IOP and from May - December we have the fixed compensation based on the Korn Ferry research, as Sandra mentioned. They asked me to reinforce, if I haven't been completely clear on this point. I just want to make sure this is very clear. Yes that actually clarifies the point by Marcelo Zado about the research because we must consider these two moments right, Leila?
Exactly.
Perfect Daniela.
Okay. All right. On behalf of the Board, I would like to thank you all for your presence and I'm emphasizing what Daniella mentioned the Board is available to you through the IR department and the company to answer any additional questions you may have.
Okay we have the webinar on the proposal for the board about the general shareholders meeting is officially ended. The investor relations department is available to answer any other questions and points. Thank you so much participants, and have an excellent day.