As part of the settlement of the SEC`s charges and the non-prosecution agreement with the Department of Justice, Petrobras agreed to pay a total of $933 million in interest and early convictions, as well as a fine of $853 million. These payments are compensated for certain payments it makes to investors in connection with a corresponding group action and penalties paid to enforcement agencies in Brazil. The SEC order also establishes a fair fund for the distribution of the penalty received from the SEC to aggrieved investors. Although Petrobras did not voluntarily disclose its wrongdoing, the DOJ acknowledged that, as soon as the misconduct was discovered, Petrobras fully cooperated with the investigation.  Subsequently, the DOJ reduced the fine by 25 per cent. According to the AFN, Petrobras then conducted an independent investigation into its activities and took significant corrective action. In particular, the DOJ commended Petrobras for replacing its board of directors and board of directors, for having disciplined employees and for ensuring that the company is no longer employed or is related to any of the persons involved in the alleged conduct in this case.  The DOJ also acknowledged that Petrobras has implemented significant governance reforms, including the revision of its compliance function through the creation of a governance and compliance department and the limitation of individual decision-making powers through the implementation of a “four-eye” authorisation policy, “which requires a second review by supervisory authorities from different lines of reporting for substantive decisions.”  As part of the agreements, the DOJ acknowledged that Petrobras was also a victim of its executive malfeasing program, in addition to committing various crimes, and the SEC recognized the status of an assistant prosecutor in 51 criminal proceedings in Brazil.  The DOJ stated, Vitol and its conspirators entered into bogus advisory agreements, created Shell companies, created false invoices and used alias electronic accounts to transfer funds to offshore companies that participated in the conspiracy, knowing that the funds would be used to pay bribes to Ecuadorian and Mexican officials. The company described its resolution in Brazil on Thursday as a “approval agreement that must be signed with the MPF [Ministerio Publico Federal] without assigning responsibility to the company under Brazilian law.” On Thursday, Petrobras said: “The resolution [with the DOJ and the SEC] is in the best interests of Petrobras and its shareholders. This puts an end to the uncertainties, risks, charges and costs of possible legal action and lengthy litigation in the United States.
Petrobras is not the only company in which the government has found that no independent compliance monitor is required.