2005年-世界发展银行全球_Corporate_Governance_Country_Assessment___Brazil_38页_458kb

报告摘要

Corporate Governance Country Assessment: Brazil (May 2005)

Core Content

The Corporate Governance Country Assessment for Brazil, conducted in May 2005, evaluates the country's progress in corporate governance practices and identifies key issues and recommendations for further improvement. The assessment is part of the World Bank and IMF Reports on the Observance of Standards and Codes (ROSC) program, which benchmarks corporate governance against the OECD Principles.

Main Points of the Assessment

Corporate Governance Framework: Brazil has made significant progress in corporate governance, especially since the 2001 legal reforms. However, gaps remain, particularly in minority shareholder protection and financial reporting standards.
Market Development: The Brazilian equity market is growing in size and depth, catching up with other middle-income countries like Chile, China, and India. The Novo Mercado listing segment has become a key driver for higher corporate governance standards.
Legal and Regulatory Reforms: The 2001 reforms enhanced disclosure and minority shareholder rights, but non-voting shareholders still lack adequate protections in certain scenarios.
Key Institutions: The CVM (Securities Regulatory Agency), BOVESPA (Stock Exchange), and IBGC (Brazilian Institute of Corporate Governance) are central to corporate governance in Brazil. Pension funds and corporate governance mutual funds are also active institutional investors.
Ownership Structure: Ownership remains highly concentrated, with families and industrial groups controlling most companies. This structure undermines minority shareholder rights and transparency.
Disclosure Issues: Brazilian disclosure practices are lagging behind international standards, particularly in related-party transactions and financial reporting. The CVM Deliberation 26 has improved related-party transaction rules, but more needs to be done.
Enforcement Challenges: While the CVM has improved its credibility and effectiveness, the judicial system remains slow and lacks expertise in capital market matters, making enforcement difficult.

Main Findings

Progress since previous assessment

The legal framework for corporate governance has been partially overhauled.
Share offerings on the Novo Mercado and Level II have increased, showing growing investor interest in corporate governance.
Tag along rights for minority shareholders have been introduced, though not fully applied to non-voting shares.
CVM has become more independent and effective in regulating the market.

Key Issues

Issue	Description
Minority shareholder protections	The largest issue in Brazil, as controlling shareholders often exclude non-voting shareholders from important benefits.
Investor protections	Majority shareholders lack "tag along" rights in changes of control, and related party transactions are not sufficiently regulated.
Disclosure	Financial reporting and related-party transaction disclosure are not up to international standards.
Board oversight	Boards are dominated by family members and their representatives, limiting the role of independent directors.
Enforcement	The judicial system is slow and lacks expertise in corporate governance matters, hindering investor protection.

Recommendations

Mainstream corporate governance reform beyond the current limited group of insiders.
Pension funds should appoint more independent and well-trained directors to company boards.
State-owned enterprises (SOEs) should be models for good governance and consider moving to corporate governance segments.
Judges should receive training on capital market issues to improve enforcement efficiency.
BNDES, as the main long-term lender, should require compliance with corporate governance standards as a lending prerequisite.
Strengthen the approval processes for related party transactions and ensure proper disclosure.
Improve transparency in ownership structures and related-party relationships.
Enhance legal and regulatory frameworks for financial reporting and shareholder rights, particularly for non-voting shareholders.

Key Observance of OECD Principles

Principle	Brazil	Chile	Mexico
I. Ensuring the basis for an effective corporate governance framework	75	N/A	N/A
IA. Overall corporate governance framework	75	N/A	N/A
IB. Legal framework enforceable and transparent	75	N/A	N/A
IC. Clear division of regulatory responsibilities	100	N/A	N/A
ID. Regulatory authorities have sufficient authority, integrity and resources	75	N/A	N/A
II. The rights of shareholders and key ownership functions	75	75	75
IIA. Basic shareholder rights	75	75	75
IIB. Rights to participate in fundamental decisions	75	100	50
IIC. Shareholders AGM rights	50	75	50
IID. Disproportionate control disclosure	50	50	50
IIE. Control arrangements should be allowed to function	75	75	75
IIF. The exercise of ownership rights by all shareholders should be facilitated	75	75	0
IIG. Shareholders should be allowed to consult with each other	75	N/A	N/A
III. Equitable treatment of shareholders	50	75	50
IIIA. All shareholders should be treated equally	50	75	50
IIIB. Prohibit insider trading	75	50	75
IIIC. Board/Mgrs. disclose interests	50	75	50
IV. Role of stakeholders in corporate governance	75	75	75
IVA. Legal rights of stakeholders are to be respected	100	75	75
IVB. Stakeholder redress	100	50	75
IVC. Performance-enhancing mechanisms	75	75	75
IVD. Stakeholder disclosure	75	100	100
IVE. "Whistleblower" protection	75	N/A	N/A
IVF. Creditor rights law and enforcement	50	N/A	N/A
V. Disclosure and transparency	50	50	75
VA. Disclosure standards	50	50	75
VB. Accounting standards	50	50	50
VC. Independent audit annually	50	50	50
VD. External auditors should be accountable to the shareholders	50	N/A	N/A

Conclusion

Brazil has made notable progress in corporate governance, particularly through the introduction of the Novo Mercado and legal reforms in 2001. However, significant gaps remain, especially in minority shareholder protection, disclosure standards, and judicial enforcement. The CVM, BOVESPA, and IBGC have played pivotal roles in advancing corporate governance, but broader implementation is still needed. Institutional investors, including pension funds, are beginning to exert governance influence, and BNDES has a key role to play in promoting good governance practices. The ROSC assessment underscores the importance of legal clarity, transparency, and judicial reform in ensuring sustainable corporate governance development.