Remuneração de conselheiros de administração no Brasil: um estudo com as empresas dos níveis diferenciados de governança corporativa da BM&FBovespa

• Autor(a) principal: Almeida, Adriane Cristina dos Santos de
• Data de Publicação: 2012
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Biblioteca Digital de Teses e Dissertações da PUC_SP
• Texto Completo: https://tede2.pucsp.br/handle/handle/1057
• topic: Governança corporativa; Conselho de administração; Remuneração; Corporate governance; Board of directors; Remuneration; CNPQ::CIENCIAS SOCIAIS APLICADAS::ADMINISTRACAO

The objective of this research is to map director s compensation in Brazil. Given that literature about board compensation is scarce in the country, a qualitative study was realized, consisting of several interviews with directors aiming to understand the Brazilian compensation framework. In order to identify the main compensation structures currently adopted, a quantitative study was realized with 165 companies listed in the special listing segments of corporate governance levels at BM&FBovespa, using compensation data from the year of 2010. Descriptive statistics was used in this analysis. From the 35 companies in this sample that pay incentives to directors, a deeper study was realized, about the types of incentives to directors, compensation policies and main metrics used to set compensation. This study also analyzed if director s compensation was given in the same parameters as those for executives. The study concluded that director s compensation for this sample is based exclusively on fixed remuneration as a consequence of Brazilian model of concentrated ownership control, in which shareholder is close to daily activities. In this model, directors focus mainly in monitoring and consulting roles, without much need to be incentivated. Remuneration based in performance is more disseminated for executives than for directors. No excessive alignment between directors and executives was verified. However, within the companies with more incentivebased remuneration, the short-term compensation incentives is more frequent