Conselheiros independentes: considerações à atualização dos segmentos de listagem do novo mercado e nível 2 da BM&F-Bovespa
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2016-11
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Nascimento, João Pedro Barroso do
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This work’s subject is to enrich the debate concerning the role of Independent Directors in Brazilian companies. Independent Directors are one of the main instruments of corporate governance, and are mandatory for companies listed on the Novo Mercado and Nível 2 of BM&F-Bovespa’s special listing segments. This paper questions the ability of such Directors to promote corporate governance’s goals. To this end, firstly a brief analysis of its concept under Brazilian and US law (which is often looked up to by Brazilian legislators and regulators) are presented. Then, the work argues on the absence of effectiveness of Independent Directors, taking into consideration the Brazilian applicable laws and reality. At the end, an analysis is made on BM&F-Bovespa’s update proposals on the Novo Mercado and Nivel 2 special listing segments, which are currently in progress.