Governança corporativa na empresa brasileira: uma análise dos comitês de assessoramento do conselho de administração

Abstract

A Corporate Governance system composed by good practice should contribute to the alignment of interests between ownership and guidance of the company, improving the quality of management. In the context of good Corporate Governance practice there is the Board of Directors structure. The implementation of the Board of Directors agencies has been common in business, and making it a subject matter. The Committees are the Board of Directors advisory agencies, with no decision power, which assist the members in the performance of its duties and responsibilities. The US government approved in July 2002 the Sarbanes-Oxley Act (SOX), which, among its devices, highlighted the importance of the Audit Committee. The SOX Act determined the obligation of the Audit Committee for foreign companies listed on Stock Exchanges in the US. This study aims to evaluate the level of compliance of Brazilian companies to the practical implementation of the Directors Advisory Committees Board, in view of the importance that this board has in the corporate governance system. For this research a sample of 100 Brazilian companies listed on the CVM in the period 2010-2013, with data collected from the reference forms was used. The methodology used in this study was descriptive, qualitative, bibliographic and documentary. The results show that 47.18% of Brazilian companies have the Audit Committee, indicating that the companies are adhering this recommendation of the implementation of this Board. The Audit Committee is considered a channel of communication between the Board of Directors and the external and internal auditors. This research presents the analysis of the presence of the Fiscal Council and other committees and their possible effects for the companies.