Board of Directors: The Perspective of Independents in the Performance of Private Organizations? Evidences in Brazil

Santos, Ruan Carlos dos; Orso, Lidinei Éder; Lizote, Suzete Antonieta; Marcon, Rosilene

doi:10.1590/1678-6971/eramf180003

Cited by 7 publications

(8 citation statements)

References 13 publications

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“…In turn, the study by Black, Carvalho, and Gorga (2012) shows that greater board independence predicts a low Tobin's q. Finally, Almeida et al (2013), Dani et al (2017), and Santos et al (2018) found positive, but not significant, relationships. Considering companies' activities and boards' decision-making, it is not possible to identify a pattern.…”

Section: Integrated Analysis and Research Agendamentioning

confidence: 87%

“…Amid the novelty of boards for academics as well as for executives, investors, and regulators, several topics were studied, such as board contributions to financial performance (Almeida, Klotzle, & Pinto, 2013;Condrige, Clemente, & Espejo, 2012;Silveira, Barros, & Famá, 2003), the importance of independent directors (Moura, Almeida, Vecchia & Mazzioni, 2017;Santos, Orso, Lizote, & Marcon, 2018), and CEO duality (Costa & Martins, 2019;Dani, Kaveski, Santos, Leite, & Cunha, 2017). These and other topics have been explored in studies in Brazil, and it is important to know what evidence has been accumulated.…”

Section: Introductionmentioning

confidence: 99%

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Boards of Directors in Brazil: Literature Review and Research Agenda

Parente

Machado

2020

RAM, Rev. Adm. Mackenzie

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Purpose: The purpose of this paper is to review and systematize previous studies on boards of directors in Brazil and propose an agenda to guide future studies. Originality/value: A conceptual model is developed to provide an integrated view for research on the board of directors, incorporating variables from different levels that connect governance mechanisms, best practices, board dynamics and company performance; we identified gaps for the research agenda. Design/methodology/approach: This review analyzed 95 articles on boards of directors in Brazil between 2000 and 2019. The review was conducted in three major steps: 1. planning; 2. conducting; and 3. organizing the data and reporting the findings. Findings: There is a growing interest in studying boards of directors in Brazil, with a wide range of topics. The most studied are board composition, best practices, diversity and gender. Despite the diversity, the previous studies are homogeneous in theoretical and methodological terms. Based on the agency theory, most articles sought to relate board demography to financial performance, and the findings are not convergent. This scenario opens up some research avenues to address topics that have not yet been explored, such as board processes, board tasks, and differentiation between board performance and company performance.

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Section: Integrated Analysis and Research Agendamentioning

confidence: 87%

Section: Introductionmentioning

confidence: 99%

Boards of Directors in Brazil: Literature Review and Research Agenda

Parente

Machado

2020

RAM, Rev. Adm. Mackenzie

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“…Over time, there have been advances in the implementation of governance practices related to the composition and structure of boards due to the implementation of the listing segments (Black et al , 2014; Santos et al , 2018) and the International Financial Reporting Standards (IFRS) (Holtz and Sarlo Neto, 2014). However, these advances in composition and structure may not be effective in high concentration environments (Setia-Atmaja, 2010; Wu and Li, 2015) or in times of FD (Van der Walt et al , 2006), because in such scenarios the boards are unable to perform their functions or are not committed to carrying them out.…”

Section: Theoretical Frameworkmentioning

confidence: 99%

Board structure and financial distress in Brazilian firms

Cardoso

Peixoto

Barboza

2019

IJMF

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Purpose The purpose of this paper is to investigate what board characteristics affect companies in periods of financial distress (FD) among non-financial Brazilian firms and examine which model best fits to predict FD. Design/methodology/approach The sample comprises data from 2010 to 2016 of the non-financial Brazilian firms listed on the Brazilian Stock Exchange. To measure this relationship, a conditional logistic regression is performed. Findings A U-shaped relationship between the size of the board of directors (BD) and FD is found in all models, indicating an optimal number of six members in the BD during the period of FD. However, board characteristics (related to composition and directors’ independence) are insufficient to align the shareholders’ interests and unsuitable for avoiding or even reducing FD in firms when other factors are neglected. Furthermore, the results reveal what variables provide the best-fitting models to predict FD. Originality/value To the best of the authors’ knowledge, this is the first study that investigates how the composition of the BD affects the FD likelihood in the Brazilian context. The findings are potentially of interest to researchers and practitioners since this paper contributes to the growing literature on the influence of corporate governance mechanisms in periods of FD and the understanding of its prediction models.

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“…In US and UK, on the other hand, large shareholders (with more than 5 per cent of the capital of the company) are usually individuals, pension funds, mutual funds and insurance companies. In addition to the influence of controlling shareholders, there is the influence of the board's independence, promoting a good relationship between board members and investors in view of the success of the organization and better performance in financial management (Santos et al, 2018).…”

Section: Figure 1 Co-evolutionary Model Of Cgm and Regulatory Processmentioning

confidence: 99%

Foreign investors? The effects of the property structure and legal system as mechanisms of corporate governance in Brazilian regulated companies

Santos

Orso

Machado

et al. 2019

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Purpose This paper aims to contribute to research on corporate governance in regulated sectors, with emphasis in the field of activity of foreign investors through the ownership structure and legal system that regulates companies in Brazil. Design/methodology/approach In the first moment, the investigation had a quantitative approach of relational nature. Based on the data about the valuation of actions, statistical methods were applied to a secondary database containing measurable information provided by the organizations that operate the Brazilian stock-market and documentary evidence provided by the companies. In the second moment, a qualitative approach was adopted, resorting on the use of semi-structured interviews with investors and agents of the sector. Findings The results lead to two paths: presenting the perspective that foreign investors play a key role in improving governance practices because foreign ownership mitigates agency problems, provides adequate follow-up and optimizes the use of corporate resources; and evidencing the existence of a mitigation of operational risks in the face of the various obligations imposed by the concession contract with the regulatory agency, without direct interference under the ownership structure of regulated companies. Research limitations/implications The literature portrays a distinct economic scenario in Brazil, where stock control is pulverized and mechanisms of corporate governance and scope of action of investors and regulated sectors are well-defined and implemented. Practical implications A great part of the studies from this field discusses the same object: the impact of the adoption of corporate governance mechanisms on selected efficiency indicators or on the value of the companies' actions. This investigation, on the other hand, targeted a differentiated approach so that its contribution would lie in the investigation under the influence of the regulation on the legal attributions and the performance of the investors how many conflicts between the other shareholder/regulatory body, as the control measures import by the regulatory agent the concessionaires of the Brazilian highways and transportation sector. Social implications The identification of the presence of foreign investors as a determinant for: better performance of companies in Brazilian regulated sector in terms of market valuation; better mitigation of requirements with the regulatory framework for the agencies that regulate the concession sector, targeting a reduction in the asymmetry of information and transparency among all stakeholders. Originality/value The fact that Brazil is an emerging country that lacks a rigid legal system and corruption-control measures in corporate environments and public sectors, stresses the importance of the application of the “Best Codes of Corporate Governance Practices” in the main developed countries. This also stresses the need for effective supervisory bodies that contribute to a better financial performance of companies, guaranteeing investors the legal system.

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Board of Directors: The Perspective of Independents in the Performance of Private Organizations? Evidences in Brazil

Cited by 7 publications

References 13 publications

Boards of Directors in Brazil: Literature Review and Research Agenda

Boards of Directors in Brazil: Literature Review and Research Agenda

Board structure and financial distress in Brazilian firms

Foreign investors? The effects of the property structure and legal system as mechanisms of corporate governance in Brazilian regulated companies

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