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NEWS ABOUT CORPORATE GOVERNANCE - January-February/2000

- According to Yan Boechat, in a report published recently by the Gazeta Mercantil, there is a new trend towards individuals who have held executive or entrepreneurial positions in the past and who now dedicate themselves almost entirely to being members of the boards of directors of companies in widely varying sectors. Although this could not yet be described as a market, it is Boechat’s opinion that the number of professional board directors in Brazil is growing steadily. This is a consequence of the increase in divided management in Brazilian organizations arising from the many mergers and acquisitions which marked the nineties, and of the increase in institutional investments in the Brazilian capital market.

- This year, the Instituto Brasileiro de Governança Corporativa – IBGC (Brazilian Corporate Government Institute) will be giving its fourth Board of Directors Course. The course begins on March 16 and 17 with the introductory modules for participants who require a basic course prior to taking the Extensive Course, divided into two segments: Strategy and Techniques. The following Strategy Segment modules will be given: April 6 – Corporate Governance, Better Practices Ethics and Code/Duties and Responsibilities of a Board Member. April 7 – The Structure of the Board of Directors and How It Functions/Strategic Management for Directors. May 10 and 11 - Strategic Management for Directors (cont.)/Marketing and Communication. May 12 – Capital Market/Dividends. In turn, the following Technical Segment modules will also be given: May 24 and 25 – Understanding Financial Statements. May 26 – Cash Flow for Directors/Financial Strategy for Directors. June 14 – Tax Management Risks and Opportunities/Human Resources Resource Strategy. June 15 – Budget Planning and Control for Directors. June 16 – Information Technology for Directors/Rating Performance: Tools for Doing Better Business. The courses will be given in the World Trade Center Business Club, always from 8.30 a.m. to 5.30 p.m., with a lunch interval. The entire course or only specific modules may be taken. Further information available from tel.: (11) 3043 7008, fax: (11) 3043 7005 or e-mail: ibgc@amcham.com.br

- The Brazilian Central Bank and the Brazilian Securities Commission (CVM) recently issued standards aimed at greater transparency in managing mutual investment funds. These standards apply new risk classification criteria to such funds, and require their administrators to provide investors with prospectuses containing transparent, clear, and objective data. Within this same context, ANBID (National Association of Investment Banks) has drawn up a self-regulation bill containing rules to define the method whereby fund results are to be disclosed and what these prospectuses should contain. This would seem to be a timely occasion for enforcing the inclusion in prospectuses of funds whose portfolios include shares, information on procedures for exercising voting rights in shareholders’ meetings. In this way, an investor in share funds has the option to select "passive" share funds or "active" share funds. In other words, funds requiring personal attendance at shareholders’ meetings and the exercising of the right to vote held by the shares under its management, and to subsequently update the shareholders on the position taken at such meetings. Other vital information to be given is whether powers-of-attorney were granted, the implications of the respective vote, and to whom such powers-of-attorney were granted. Although the use of the proxy system for representing shareholders in Brazil is significantly less complex than in the USA, the number of proxy shareholders in publicly traded companies, attending shareholders’ meetings increases annually, and this includes investment funds. Further information on this matter is given in the article, "Let’s drag proxy mutual fund votes out into the light", published in the Technical Material section of this home page.

- Small and medium companies have always encountered problems in obtaining the benefits of an efficient Board of Directors. This is usually due either to the cost of maintaining a board, or of attracting the qualified professional directors available in the market. During the second half of February, this need will be met in São Paulo by the newly formed BoardCo.com (http://www.boardco.com.br), Brazil’s first virtual consulting advisory service company, the brainchild of Guilherme Dale, managing partner of Spencer Stuart. In addition to its headhunting activities, Spencer Stuart also specializes in forming Boards of Directors for large companies. BoardCo.com’s prime aim will be to enable small and medium companies to access a tool that has become so vital to business today – strategic advisory services. The entire consulting service will be available through the Internet, the fastest means of communication in our time. This will also bring with it benefits in terms of time gained, reduced costs, and more flexible consulting appointments for the parties involved. Additionally, the client company will have greater flexibility in forming its board, since this will consist of making a selection from numerous board members, presidents, and directors of Brazilian and multinational companies, all interacting on the Internet.

- The new complementary pension regulations in Brazil, close to Federal Congress approval, will ensure the growth of Brazilian pension fund reserves from the present sixty-five billion US dollars (US$ 65,000,000,000) to close to three hundred billion dollars (US$ 300,000,000,000) in ten (10) years. Needless to say, a significant portion of this increase will be allocated to the share market, a move that will intensify the Brazilian pension fund demand for tougher corporate governance practices in their investee companies. The Associação Brasileira das Entidades Fechadas de Previdência Privada – ABRAPP (Brazilian Private Pension Fund Association), which represents all Brazilian pension funds, has been keeping a watchful eye on this important matter. Under the coordination of its Southwestern Regional Director, Nelson de Albuquerque Nonô and in association with the Instituto Brasileiro de Governança Corporativa – IBGC (Brazilian Corporate Governance Institute) ABRAPP is organizing an event that will take place on March 15 in Rio de Janeiro, specifically to discuss the Brazilian Code of The Best Practices in Corporate Governance.

- The increased demand for better corporate governance practices is clearly evidenced by the most recent count recording forty-nine (49) codes in twenty-one (21) countries. As part of its analysis of the similarities and differences between the more complete codes, the Business for Social Responsibility (BSR) published a comparative code. Its summary contains an analysis of corporate governance related topics, such as, consulting committees, compensation of directors, independent directors, division of powers, the organization’s corporate liability, etc. BSR suggests that its comparative could "serve as a reference for companies seeking to create their own governance guidelines or to assess or perhaps strengthen their existing guidelines."

- The National Association of Corporate Directors – USA (NACD) has released the results of its 1999 survey of Corporate Governance in US private unlisted companies. This survey was carried out under the auspices of the NACD, by its former president, James Darazsdi, and is the Association’s first attempt to examine the performance of boards of directors of US private unlisted companies. The survey included a sampling of one hundred and sixty-five (165) organizations from a variety of sectors of the US economy, from those billing less than five million US dollars (US$ 5,000,000) to over one billion US dollars (US$ 1,000,000,000) per annum. The results of this survey are shown in their entirety in the Technical Material section of this home page.

- The trend towards reinforcement and increased exercising of minority voting rights has become a global phenomenon. The DOW Jones Newswires recently published the news that minority Russian shareholders of NK Yukos succeeded in obliging the Arbitration Court of Samara, a town 1,000 Km outside Moscow, to annul a share issue which would result in a more than 200% dilution of the company’s capital, based on evidence that their presence had been barred and, they were thus prevented from voting at the meeting approving such share issue.

- The International Corporate Governance Network – ICGN , founded in 1995, with over 250 members from 17 countries, will hold its Fifth Annual Meeting in New York, USA, from July 12 through 14, 2000. The aim of the ICGN is to foster the exchange of information and experiences relating to global corporate governance topics, and to develop corporate governance guidelines and procedures. Further information available from Ms. Fátima Dagama, Annual ICGN Meeting Coordinator, tel: 44.171.212 7671 Fax : 44.171. 696 8979 or e-mail: < Fatima.Dagama@abi.org.uk>



LCV NEWS - November-December/1999
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