Corporate governance in Brazil

Bernard S. Black*, Antonio Gledson de Carvalho, Érica Gorga

*Corresponding author for this work

Research output: Contribution to journalArticlepeer-review

53 Scopus citations

Abstract

We examine the corporate governance practices of Brazilian public companies. We identify areas where their governance is relatively strong and weak. Many firms have small boards, comprised entirely or almost entirely of insiders or representatives of the controlling family or group. Even some very large firms have no independent directors. Formal board processes are limited. Audit committees are uncommon, but many firms use a substitute body-the fiscal board-which does not require that the firm have independent directors to staff the audit committee. Financial disclosure is mixed. Some firms voluntarily provide English language disclosure, but many do not provide cash flow statements or consolidated quarterly financial statements. Brazilian corporate law often provides limited protection to minority shareholders, but the Brazilian stock exchange, Bovespa, provides optional governance rules which go beyond the legal minimums. These optional rules have become increasingly popular with Brazilian firms.

Original languageEnglish (US)
Pages (from-to)21-38
Number of pages18
JournalEmerging Markets Review
Volume11
Issue number1
DOIs
StatePublished - Mar 1 2010

Keywords

  • Boards of directors
  • Brazil
  • Corporate governance
  • Minority shareholders

ASJC Scopus subject areas

  • Business and International Management
  • Economics and Econometrics

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