A GOVERNANÇA CORPORATIVA APLICADA ÀS SOCIEDADES ANÔNIMAS BRASILEIRAS.

Abstract

The impersonality of the partners, the particular legal personality, the limited responsibility to the value of the subscribed property, the division the stock capital into shares are some of the characteristics of todays corporations, whose roots were already present in the ancient societates vectigalium, in the companhias das Índias or other historic reminiscences of corporations around the world. In Brazil, the corporations only began to stand out with the arrival of the Portuguese Crown in 1808 and are currently regulated by the Law 6,404-76, as amended by the 1988 Constitution Law 10,303-2001. The current legislation covers institutional investors and popular savings, protects minority shareholders, increases the social function of Brazilian companies, deals with the role of the CVM (Comissão de Valores Mobiliários) in the surveillance and protection of investors, shareholders and of the market capital itself, establishes the internal structure of the corporations, the functioning of the market capitals, the admission of the corporate principles of governance in the companies, among other things. The corporate governance model followed by Brazil is the Japanese- Germanic, which highlights the presence of the stakeholders to whom the general rules of the legislation which predict disclosure, fairness, compliance and accountabily are applied. The Brazilian stock market is nowadays composed by the common capital market, which follows the rules disciplined by the law of joint stock companies, and by a special segment listing of Bovespa (Bolsa de Valores de São Paulo) which is the New Market, Level 1 and 2. This segment is special because its rules exceed the expectations of the law, reaching an excellence level of practices in corporate governance beyonde the expected.