An entry made by Grupo Sura’s statutory auditor in the financial statements, which the company presented on Friday, gave rise to its main partner, Jaime Gilinski, asking for an external audit and the holding of an extraordinary shareholders’ meeting next week.
The observation of the reviewer Daniel Jaramillo, of the firm Ernst & Young (EY), pointing out a caveat regarding the potential effect on the company’s accounts of three agreements, “with clauses related to put options of minority interests held by third parties” , served for the banker to demand a review of those commitments.
According to Semana magazine (owned by his son Gabriel Gilinski), the idea is to “identify the possible existence of other similar agreements or contracts, which have not been properly and timely disclosed in the company’s financial statements over the last 20 years.” .
In this context, Gilinski requested the holding next Wednesday, August 24, of a new extraordinary meeting of shareholders, in which explanations are given to at least 35 concerns that he has regarding Sura’s commitments.
The contracts
The clarifications required by the owner of 38% of Sura’s shares are associated with the shareholders’ agreements signed with Munich RE, which since 2001 has owned 18.87% in Suramericana; another, from 2011, with Grupo Bolívar for 9.74% of Sura Asset Management (Sura AM), and one from 2019 with Caisse De Dépôt Et Placement Du Québec (CDPQ), which owns 6.68% of Sura AM.
From the point of view of the Gilinski family, the revelations in the financial statements with a cutoff date of June 2022 that mention “contracts, until now hidden,” might cause liabilities of several billion pesos.
However, a search of the relevant information from the Financial Superintendence shows that on May 31, 2001, the market was informed that the board of Suramericana de Inversiones sold 19.5% of its subsidiary Inversura (today Suramericana) to Munich Reinsurance Company. or any of its subsidiaries.
The Superintendence files also include the announcements of the negotiations carried out by Sura with Grupo Bolívar and CDPQ, which were the subject of journalistic interest (see facsimiles).
explanations
Yesterday, during a teleconference in which Gonzalo Pérez, president of Sura, detailed the results of the company between January and June of this year, he made some comments regarding the concerns raised by Gilinski.
In that sense, he stated that in the past Sura has signed agreements with strategic partners and, now, at the request of the board of directors, it is evaluating best practices to reflect said contracts in the financial statements, which were known by EY, the statutory auditor of Sura in the last seven years.
The holding The financial institution insisted that this type of agreement, which links companies not listed on the stock exchange, such as Suramericana and Sura AM, are common and are concluded with shareholders or strategic partners with whom the corporate governance clauses that will be applied are defined, as well as the of minimum permanence and possible exit mechanisms.
“We have always been clear that the day these shares are to be bought, Sura will be left with that asset,” Pérez emphasized.
The administrative team of the Antioquian company explained that in the worst case scenario, if debt had to be acquired to comply with these agreements, some interest would be generated, and the differential of these businesses would be the interest generated by those obligations compared to the dividend return. or earnings on that investment.
Regarding the materiality of these contracts, that is, their economic impact, Sura maintained that this would happen at the moment in which these investors decide to leave the shareholding portions they hold, which they have not done so far.
Jorge Mario Velásquez, president of Grupo Argos, who until June was a member of the Sura board, expressed that some technical discussion may arise in the face of these contracts, from the perspective of the different investors, but he defended the work done for many years by the management team of the financial conglomerate.
From the perspective of business consultants, Gilinski’s bet is to try to find strange actions in the management of the companies of the Antioquian Business Group (GEA), discredit the administrators and manipulate the decisions of these companies.
38%
of Sura’s shares belong to JGDB Holdings, a Gilinski Group firm.
