Governança corporativa, desempenho e valor da empresa no Brasil.

Abstract

Corporate Governance, Performance and Firm Value in Brazil Corporate governance seeks to increase the probability that suppliers of financial resources will assure themselves the return on their investment through a set of mechanisms including the Board of Directors. The subject has growing importance, because it is well spread the hypothesis that corporate governance affects firm value. The question is to find out if there is a "better" or "ideal" corporate governance structure for the firm. Several corporate governance codes were prepared with this purpose. In Brazil, we highlight the IBGC (Brazilian Institute of Corporate Governance) and the CVM (Brazilian Securities and Exchange Commission) codes. T his dissertation investigates if the corporate governance structure was important to Brazilian listed companies from 1998 to 2000 and if the companies more adjusted to the IBGC and CVM recommendations achieved higher market value or superior performance. Three governance variables were considered: the separation of chief executive officer and chairman positions (DE), board size (TOT), and board independence (INDEP). The multiple regression method with cross sectional data was applied between firm value and performance dependent variables and corporate governance independent variables. The variable chief executive officer as chairman (DE) has showed the most important results, with strong evidence that, on average, firms with different people in charge of the chief executive officer and chairman positions have higher market value than the others. The variable board size (TOT) has showed a clear non linear relation, suggesting that firms with an intermediate number of directors achieve superior performance. The variable independence of the board (INDEP) has not showed a significant relation against the variables of value and performance.

Corporate Governance Characteristics as a Stimulus to Tax Management

“…Jensen (1993) characterizes the Board of Directors as a major internal monitoring mechanism to protect owners' interests. According to Silveira (2002), several market players even associate the term "corporate governance" to the active and independent role of the Board of Directors. In fact, when analyzing the history of corporate governance, it is noticed that the Board of Directors, as well as its independence from the beginning, was highlighted as the main internal mechanism to reduce agency costs between shareholders and managers and, as a consequence, to improve company performance.…”

“…The widespread idea that the main function of the Board is monitoring company management and that only external professional counselors can be effective monitors has led most governance codes to emphasize the need for a Board of Directors made up of a majority of members external to the company (non-executive, independent), in order to improve decision-making and increase company value (Silveira, 2002).…”

“…According to Silveira (2002), the question to be answered in these surveys was "[...] does a Board made up of a majority of external members (non-executive) increase company performance?" To answer it, researchers examined the correlation between accounting performance measures and the proportion of counselors external to the Board, and some results were conflicting (Rosenstein & Wyatt, 1990;Weisbach, 1988;Baysinger & Butler, 1985;Bhagat & Black, 2000;Hermalin & Weisbach, 1991;Byrd & Hickman, 1992;Agrawal & Knoeber,1996).…”

“…To do this, one of the main internal mechanisms that these manuals propose refers to the Board of Directors, which, according to Silveira (2002), plays a key role in companies' corporate governance, therefore it is the main internal mechanism to reduce agency costs between shareholders and managers, as well as between controlling and minority shareholders.…”

Governança de tecnologia da informação: um estudo do processo decisório em organizações públicas e privadas

“…Silveira (2002) afirma que em 1932, mesmo sem a nomenclatura utilizada atualmente, Berle e Means apresentam o proble-ma da agência: como garantir aos investidores que seus recursos sejam aplicados atendendo aos seus interesses? Jensen e Meckling (1976) apresentam o "problema de agência" que ocorre quando indivíduos -chamados de agentes -são contratados para representar outros indivíduos -chamados de principais -, tomando decisões de interesse destes.…”