A adoção de práticas de governança corporativa por empresas estatais brasileiras: um panorama da implementação da Lei nº 13.303/16 - Lei das estatais

Abstract

Corporate governance has been gaining prominence in government and academic interest in recent years, being seen as a tool for preventing economic crises by increasing the reliability of companies. In Brazil, after successive cases of corruption involving stateowned companies, Law 13.303/16, known as the State-Owned Enterprises Law, was enacted, which brings a series of provisions in favor of an improvement in the corporate governance of Brazilian state-owned companies. In view of this scenario, this work sought to evaluate the adoption of the new legislation on two aspects: the alignment of the regulation in relation to international governance principles and the dynamics of the implementation of practices by companies. Using the document “OECD Corporate Governance Guidelines for State-Owned Companies”, published in 2015 and the 5th edition of the Code of Best Corporate Governance Practices produced by the Brazilian Institute of Corporate Governance (IBGC), as a reference basis, the study carried out a convergence analysis of 65 governance practices brought by the new legislation and in a second moment evaluated 23 state-owned companies listed at B3 in relation to the implementation of 47 practices instituted by the law based on an indicator based on IGSEST. The results obtained validate previous studies when concluding that Law 13.303/16 is in large part adhering to the best international practices in the area of corporate governance, but it expands the knowledge acquired by identifying points where the legislation does not have the alignment with that recommended in the documents of area reference, such as the lack of a variable remuneration policy for managers and only partial independence from the audit committee. Regarding the implementation of practices by companies, the governance indicator (Adjusted IG-SEST) shows that the implementation of the legislation occurred in large part, however, practices and companies with delay in implementation were identified. As a product, there are also findings of distinctions between companies in different sectors, spheres of control and firm size, and finally the conclusion that Brazilian state-owned companies have a tendency to reactively adopt governance practices, with the model of rigid law ( hard law) best suited to achieve the objective of increasing the level of corporate governance of these companies in Brazil.