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Boards of Directors of Publicly‐Held Companies in Brazil: profile and implications for minority shareholders

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  • Richard Saito
  • Marcos Galileu Lorena Dutra

Abstract

We analyse the profile of the boards of directors of 142 Brazilian publicly‐held companies in 1999. Directors were divided into four distinct categories, following Bhagat and Black (2000 Working Paper no. 143, Columbia Law School) criteria for the US market. Our survey analyses the degree of independence of directors in relation to their respective controlling shareholders. Our results indicate that the controlling shareholders’ representatives largely dominate the boards. One intriguing finding is that minority shareholders do not use the mechanisms at their disposal to elect directors. There seems to be low interest by non‐controlling shareholders in participating in shareholders’ meetings, and consequently in selecting representatives for the board of directors. This could partly be explained by the lack of proxy voting mechanisms.

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  • Richard Saito & Marcos Galileu Lorena Dutra, 2006. "Boards of Directors of Publicly‐Held Companies in Brazil: profile and implications for minority shareholders," Corporate Governance: An International Review, Wiley Blackwell, vol. 14(2), pages 98-106, March.
    • Handle: RePEc:bla:corgov:v:14:y:2006:i:2:p:98-106
    DOI: 10.1111/j.1467-8683.2006.00490.x
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    References listed on IDEAS

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    1. Lucian Arye Bebchuk, 1999. "A Rent-Protection Theory of Corporate Ownership and Control," NBER Working Papers 7203, National Bureau of Economic Research, Inc.
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    Cited by:

    1. Palmberg, Johanna, 2012. "Family Control and Executive Compensation," Ratio Working Papers 186, The Ratio Institute.
    2. Johanna Palmberg, 2015. "The performance effect of corporate board of directors," European Journal of Law and Economics, Springer, vol. 40(2), pages 273-292, October.
    3. Palmberg, Johanna, 2012. "The Performance Effects of Corporate Board of Directors," Ratio Working Papers 187, The Ratio Institute.
    4. Eklund, Johan & Palmberg, Johanna & Wiberg, Daniel, 2009. "Ownership Structure, Board Composition and Investment Performance," Working Paper Series in Economics and Institutions of Innovation 172, Royal Institute of Technology, CESIS - Centre of Excellence for Science and Innovation Studies.
    5. Bowo Setiyono & Amine Tarazi, 2018. "Does Diversity of Bank Board Members Affect Performance and Risk? Evidence from an Emerging Market," CSR, Sustainability, Ethics & Governance, in: Belén Díaz Díaz & Samuel O. Idowu & Philip Molyneux (ed.), Corporate Governance in Banking and Investor Protection, chapter 0, pages 185-218, Springer.

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