Os papéis do Conselho de Administração em empresas listadas no Brasil / The role of the board of directors of listed companies in Brazil

AUTOR(ES)
DATA DE PUBLICAÇÃO

2009

RESUMO

This study is the first to describe and to explore the control, guidance (strategy- and policydirecting), and service roles of boards of directors (BoD) and their relevance to the corporate governance system of companies listed on the São Paulo Stock Exchange (BOVESPA). It also studies on one side the relationship between the roles of the boards and structure and type of ownership, company size and age, board-level determinants of governance quality and on the other, the role of boards and institutional investor participation, and was also the first study to analyze this. Due to the concentration of the study sample, results are mainly applicable to companies listed on the Novo Mercado or issuing ADRs on the New York Stock Exchange. This quantitative, descriptive, and correlational study used a nonprobabilistic convenience sample of 65 listed companies and 122 executives and board directors. Structural equation modeling was initially employed, but suspicion on its adequacy led to an alternative one, the simultaneous equation model. Because there was an absence of data, a total of 88 observations were used in the statistical model. Boards are mostly dominated by controlling shareholders; participation of independent directors is still below the best practice recommendations levels, and minority shareholder participation is low. The functions of CEO and chairman played by the same person is not a major concern; the power concentration is more important, as boards are often chaired by relatives of controlling shareholders or by controlling shareholders themselves. Another element that concentrates power is the relevant frequency with which controlling shareholders relatives hold CEO positions. In the selected boards, the control role is dominant, with guidance also playing a relevant part; the service role was the least important. The control role may be weakened in companies where CEO and chairmen are from controlling shareholders family. Boards with higher decision-making levels are associated with a higher number of best governance practices. Results did not confirm the hypotheses of a relation between the studied elements and the role of listed Brazilian companies. This dissertation provides practical contributions for market agents, suggesting priorities for the improvement of board practices and introducing the concept of board style and decision-making level. The study also contributes to the academic literature by constructing two indicators concentration of power and board endogeny/exogeny which may be used in future researches and in the corporate environment. The roles of the BoD must be explored further, as we have only just begun to understand this central body of the corporate governance system. This dissertation concludes by proposing several possible research directions.

ASSUNTO(S)

governança corporativa endogenia/exogenia concentration of power and board papéis dos conselhos de administração roles of the board of directors estrutura de propriedade concentração de poder ownership structure endogeny/exogeny corporate governance

ACESSO AO ARTIGO

Documentos Relacionados