By Brazil Stock Guide – The governance dispute at Oncoclínicas do Brasil Serviços Médicos S.A. (B3: ONCO3) moved into a decisive phase after shareholders linked to Latache disclosed the full list of nominees for a new board of directors, formalizing a proposal to replace the company’s top supervisory body ahead of an extraordinary shareholders’ meeting.
The slate will be put to a vote and calls for the removal of the entire current board and the election of a seven-member council, down from nine, following a request by Latache-managed funds that together hold about 14.6% of the company’s share capital.
Change at the top
Under the proposal, Marcelo Gasparino da Silva would become chair of the board, replacing current chairman David Castelblanco. Gasparino already sits on the board as an independent director and has held senior governance roles at large listed and state-controlled companies, including Petrobras, Vale and Eletrobras.
Who exits, who stays
If approved, the new slate would remove Castelblanco, Allen McMichael Gibson, Clarissa Maria de Cerqueira Mathias, Eric Winer and Marcelo del Vigna from the board. Only Bruno Lemos Ferrari, Oncoclínicas’ chief executive officer, and Marcel Cecchi Vieira, an independent director and partner at Latache Capital, would remain from the current lineup.
Ferrari, who currently serves as both CEO and vice chair, would continue on the board as vice chairman, preserving a direct link between management and oversight during the transition. The proposal includes a succession mechanism under which Ferrari would automatically become board chair if he steps down from the CEO role in the future.
New board profile
In addition to Gasparino, Ferrari and Cecchi Vieira, the slate includes Andreas Ignacio Keller Sarmiento, Eduardo Soares do Couto Filho, Marcelo Curti and Sergio Alexandre Figueiredo Clemente. According to documents released to the market, six of the seven nominees meet Novo Mercado independence criteria, pointing to a more independent and financially oriented board.
Investor focus
Latache argues that a full board reset is needed to unlock value, improve efficiency, cut costs and strengthen governance at a company built through acquisitions and operating with a capital-intensive structure. Oncoclínicas’ management said it merely forwarded the shareholders’ proposal to the meeting without expressing a view on the nominees.