1.3 What are the current topical issues, developments, trends and challenges in corporate governance?
The main advocacy groups in the Brazilian capital market, including ABRASCA (the Brazilian Listed Corporations Association), AMEC (the Brazilian Capital Market Investors Association) and IBGC (the Brazilian Corporate Governance Association), have recently joined efforts to draft a sole corporate governance code applicable to Brazilian companies, particularly listed corporations. The initiative is supported by the CVM. The idea is for the code to adopt the “comply or explain” approach, under which companies will have to undertake to comply with the principles set out in the code and report on their implementation, or else provide an explanation in cases of non-compliance. The discussions are still ongoing and a preliminary draft of the code has been prepared, but it still contains important pending issues that are being debated among and within each of the advocacy groups. The CVM has mentioned that it may make the code mandatory for all listed corporations. Depending on how this matter evolves, a future code may have an impact on some of the answers set out in this chapter.
In Brazil, important listed corporations are government-controlled. Recently, there has been an increase in conflicts between minority shareholders and the controlling shareholder (the government) of such corporations due to accusations of corruption and the use of such corporations as vehicles to implement governmental policies that undermine shareholder value. In an attempt to address this matter, the Brazilian Congress is currently discussing a bill that, if passed, will impose rules on the activities and the corporate governance of government-controlled or owned companies.