Comparative between Corporate Governance practices of Brazil and the United States of America

Abstract

Purpose: To highlight the differences in Corporate Governance practices between Brazil and the United States of America - USA, based on the specific legislation of each country. Methodology/approach: In methodological terms, the research had a documentary character, using as a research base two large Brazilian companies that operate both on the Brazilian Stock Exchange and in the USA. Originality/Relevance: Corporate Governance has been gaining prominence and developing in recent years in the business environment, especially since 2002, after the fraud scandals involving large USA companies, when the subject became more valued and greater demand within organizations. Findings: From the analysis of Form 20-F, which is submitted to the USA Securities and Exchange Commission (SEC), and of the Reference Form, which is submitted to the Brazilian Comissão de Valores Mobiliários (CVM), it was found that there are considerable differences between the two countries, especially in the matter of independent directors, the composition of the committees and the codes of conduct. Theoretical/methodological contributions: Brazil still has issues to be reviewed in order to evolve in relation to Corporate Governance, to reduce the risk of fraud of a financial and administrative nature, as is being done in the United States. In fact, it would be interesting if there were specific legislation in Brazil on the topic of Corporate Governance, with a lower tolerance with companies due to lack of information, since only suggested practices and voluntary adherence may not be efficient to solve governance deficiencies in companies.