O limite temporal da atuação dos membros do conselho fiscal nas companhias em face de seus deveres fiduciários

• Autor(a) principal: Araujo, Maria Gabriela Garbelotti Vinhaes de
• Data de Publicação: 2023
• Outros Autores: [e-mail]
• Tipo de documento: Dissertação
• Idioma: por
• Título da fonte: Biblioteca Digital de Teses e Dissertações da UERJ
• Texto Completo: http://www.bdtd.uerj.br/handle/1/19877
• topic: Supervisory board; Fiduciary duties; Social function of the company; Temporal limits; Conselho fiscal; Deveres fiduciários; Função social da empresa; Limites temporais; CIENCIAS SOCIAIS APLICADAS::DIREITO::DIREITO PUBLICO::DIREITO TRIBUTARIO

The scope of this dissertation is to limit the legal discussion about the temporal limits to the performance of the members of the supervisory board, considering their fiduciary duties, mainly, the duty to act independently in relation to the shareholders who elected them, favoring the interest of the company and not the particular agendas of said shareholders, as well as applying the principle of the company's social function. Therefore, the research used to answer the problem presented in the introduction of this dissertation is of the bibliographic-documental type, through the analysis of legal documents and scientific papers. Therefore, a systematization and critical analysis of the doctrine and case law on the subject was carried out, in order to verify the extension of the temporal limits to the performance of the members of the supervisory board. First, the functional aspects of the supervisory board were presented, as well as its competencies and how the concept of corporate governance connects with the functional aspects of the body under analysis. Based on the established assumptions, the fiduciary duties of the members of the supervisory board were analyzed, as well as cases of abuse, based on the restrictions to the conduct of this body member, the central scope of the work is addressed, which is the temporal limits to the performance of the fiscal council. Regarding this aspect, it is proposed that the supervisory function of the supervisory board council may be exercised both regarding acts performed in previous fiscal years, as well as subsequent ones, provided that certain requirements are met, observing the fiduciary duties of the members of the supervisory board, as well as the best interest and the social function of the company, in order to prevent any abuses.