eports the number and percentage of independent directors on Brazilian boards. By
international standards, Brazilian firms have remarkably few independent directors. Over a third of the
responding firms (31/80) have no independent directors. Another 19% have only a single independent
director. Only 12% have a majority of independent directors. Overall, only 23% of directors are independent.
The tendency for Brazilian firms to have either no or few independent directors is not limited to smaller
firms. Table 8 divides our sample into size quartiles based on market capitalization. Even the largest firms
often have no independent directors. The larger percentage of independent directors for the smallest
quartile of firms is not statistically significant, and could reflect sample selection bias among the small firms
which responded to the survey. T-tests for differences find no significant differences between quartiles in
either the likelihood of having an independent director, or the proportion of independent directors.
Under Brazilian law, common shareholders holding at least 10% of the common shares can demand
cumulative voting. However, cumulative voting is uncommon in practice. Only 10 responding firms (12%)
had used cumulative voting in the last 5 years. Cumulative voting was used once at four firms, twice at four
firms, three times at one firm, and in all 5 years at one firm.
eports the number and percentage of independent directors on Brazilian boards. Byinternational standards, Brazilian firms have remarkably few independent directors. Over a third of theresponding firms (31/80) have no independent directors. Another 19% have only a single independentdirector. Only 12% have a majority of independent directors. Overall, only 23% of directors are independent.The tendency for Brazilian firms to have either no or few independent directors is not limited to smallerfirms. Table 8 divides our sample into size quartiles based on market capitalization. Even the largest firmsoften have no independent directors. The larger percentage of independent directors for the smallestquartile of firms is not statistically significant, and could reflect sample selection bias among the small firmswhich responded to the survey. T-tests for differences find no significant differences between quartiles ineither the likelihood of having an independent director, or the proportion of independent directors.Under Brazilian law, common shareholders holding at least 10% of the common shares can demandcumulative voting. However, cumulative voting is uncommon in practice. Only 10 responding firms (12%)had used cumulative voting in the last 5 years. Cumulative voting was used once at four firms, twice at fourfirms, three times at one firm, and in all 5 years at one firm.
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