Evolution of corporate governance of privately controlled Brazilian companies
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2010-04-09
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Carvalho, Antonio Gledson de
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In this dissertation we provide an overview of the evolution of corporate governance practices in Brazil over time based primarily in Brazilian private firms which responded to the 2005 and 2007 Brazil Corporate Governance (CG) Survey. This study address issues related to the number of independent directors and non-independent, board structure and control of companies, audit committees and fiscal board. Shareholder rights, shareholder agreements, mechanisms for transparency, and transactions with conflict of interest will also be discussed in this work. We found that the evolution of corporate governance practices has been more significant in some areas. However, others are still less adopted by Brazilian companies. Board independence is an area relatively weak: only 13% of companies in 2007, versus 11% in 2005 have 50% or more of independent directors. The number of the companies that provide takeout rights to minority shareholders on a sale of control beyond the minimum required by Brazilian law has increased. There is an increase in formality of board processes, like system to evaluate CEO, CEO succession plan, system to evaluate other officers and materials before meeting. Moreover, financial disclosure has improved considerably during this period.
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Mercados financeiros e finanças corporativas