Objetivos da governança corporativa: a experiência brasileira

Abstract

This dissertation aims to identify the objectives of corporate governance, with a principal focus on Brazil. As a multidisciplinary theme of significant global proportions, corporate governance is frequently associated with many elements that may or may not be related to it. Considering that authors significantly diverge on the concept of corporate governance, the approach suggested herein is to classify corporate governance under two categories: form and substance , which will allow a better comprehension of the various definitions related thereto. Intent on presenting a broad overview of the concepts of corporate governance, an analysis of its history and the main models of governance (shareholder and stakeholder) will be held, considering mainly international law. The historic origins of governance establish the basis to define corporate governance objectives: to foment the capital market and to reduce the conflicts of interests in companies. Additionally, two other possible governance objectives are deeply examined: social responsibility and minority shareholder protections. With respect to Brazil, it is also analyzed the objectives of corporate governance, as well as the form it assumes: a mixed model of legal rules and stock exchange (Bovespa) regulations driven by special listing segments (Novo Mercado, Nível 1 and Nível 2). It further examines (a) the conflict between regulation and self-regulation, (b) the various voluntary and mandatory mechanisms that countries or the markets may use to implement corporate governance, and (c) the characteristics, advantages and disadvantages of each option. Finally, the dissertation intents to verify if, seven years after the launch of the Novo Mercado, corporate governance is attaining its purported objectives in Brazil