Controle acionário e eficácia da adoção de práticas de governança corporativa: uma análise da empresa brasileira

Abstract

Efficacious corporate governance practices are expected to provide financial benefits to companies by reducing agency conflicts and improving relationships with non-controlling shareholders and creditors. The type of ownership control, as a antecedent of agency conflicts, may be a contingency factor for the decision of adoption and for the efficacy of the corporate governance practices adopted. The objective of this paper was to analyze the effect of ownership control on the efficacy of the adoption of corporate governance practices recommended for Brazilian companies. The thesis proposed was that the efficacy of the adoption of corporate governance practices is constrained on the type of ownership control of the company. The sample consisted of 160 companies listed in Brazil, Bolsa, Balcão (B3) in the period 2010-2017, totaling 1234 observations. Through documentary analysis, were investigated 41 corporate governance practices related to mechanisms to: protect shareholders' rights (9 practices), monitoring and managerial incentive (21 practices), and transparency in management (11 practices). The level of adoption of these practices was measured by the Corporate Governance Practices Adoption Index (IAPGC), calculated by two strategies: average adoption level of the 41 individual practices, and the average of 15 corporate governance dimensions indicated by categorical principal component analysis. Four firm performance indicators related to financial benefits theoretically attributed to corporate governance were considered: lower stock market risk (beta coefficient), lower credit market risk (cost of debt), higher operating performance (return on assets) and higher market value (Tobin's Q). Through content analysis, ownership control was categorized in three groups: dispersed, when there is no controlling shareholder; shared, when ownership control is exercised by means of a shareholders' agreement; and majority, when there is only one controlling shareholder. Data analysis was performed using descriptive statistics, analysis of variance, Jonckheere-Terpstra test, mean difference test and multiple linear regression with Feasible Generalized Least Squares. The results reveal positive relationship between IAPGC and stock market risk, operating performance and market value, suggesting that the adoption of corporate governance practices is efficacious in improving operating performance and increasing market value. In shared-controlled companies, which have 53.9% of voting rights concentration and 3.5% excess of voting rights, IAPGC is lower and is related to lower stock market risk, higher operating performance and higher market value. In majority-controlled companies, which have 69.4% of voting rights concentration and 10.3% of excess of voting rights, the IAPGC is lower and is related to higher stock market risk, lower stock credit risk, and lower market value. In dispersed-controlled companies, which have 34.7% of voting rights concentration and 0.2% of excess of voting rights, the IAPGC is higher and is related to higher credit market risk and lower operating performance. IAPGC's relationship with operating performance and market value is higher in majority-controlled companies, and IAPGC's relationship with market value is lower in shared-controlled companies. The findings corroborate the thesis that the type of ownership control is a contingency factor for the efficacy of the adoption of corporate governance practices: shared ownership control, which has an ownership structure less conducive to agency conflicts, reduces the efficacy of adoption of corporate governance practices; and majority ownership control, which has an ownership structure more conducive to agency conflicts, increases the efficacy of adoption of corporate governance practices.