Corporate governance: A panoramic view of Brazilian boards of directors

Abstract

In this study, we aim to provide a detailed overview of the characteristics of boards of directors (BoDs) in Brazil. We analyse 2023 resumes that we hand-collected from the board members of 315 public companies listed on the Sao Paulo Stock Exchange (Bovespa). On the basis of this analysis, we highlight approximately 30 characteristics of BoDs, such as evaluation mechanisms, meeting frequency, independence and special committees. We highlight the rare presence of women on these boards and the limited presence of independent directors, although we also note that the majority of directors are outsiders. In the Brazilian context, more than 40 per cent of companies listed on the Bovespa are included in the special listing segments for corporate governance; more than 75 per cent of directors are named by the controlling shareholder, which exacerbates conflicts between controlling and minority shareholders. This study indicates that many public companies do not follow the recommendations of the IBGC (the Brazilian Institute of Corporate Governance) regarding various aspects of corporate governance. Finally, this study has practical implications for regulators, academics, government authorities and practitioners seeking to develop better incentive schemes for corporate governance in Brazil.