Governança corporativa: a participação dos conselhos de administração na formulação estratégica das grandes empresas brasileiras

Abstract

The current essay presents a study about the board of director’s intensity of participation in the strategy formulation of the large Brazilian companies. This study can be justified mainly by the fact that still remains many points of views and a lack of conclusion regarding the ideal involvement level of the board concerning the company’s strategy. In addition, the current financial and corporate crisis leverages the boards as protagonists of the discussion about the responsibility with the company governance. To analyze the participation intensity of the board on the strategy formulation, it was sought to understand the context in which the companies operates, the board of director’s characteristics which reflects positively or create difficulties to its active involvement and how the board engages to the strategy formulation in practical terms. Those objectives were reached through a qualitative research, which has used three different data collection ways: (1) documentary research, mostly in the board of directors minute books and its documents; (2) in-depth interviews with chairmen of the board, advisers and IBGC expert; and (3) observations of board of director meetings. As the research field were considered some of the biggest Brazilian companies, belonging to the levels 2 or “new market”, according to the BM&FBOVESPA definition. Along the study, it was possible to observe that the companies comply with different intensity levels on participating or conducting the strategic formulation. Were analyzed some aspects that could impact on this position, such as shareholding structure, power structure, the composition of the board and their practices. Finally, it was defined the profile of every studied company according to its “strategizing” style, relating to the founded evidences while studying their board of directors structure and characteristics. It was found that the board of directors, generally, shows a high level of involvement with the companies strategies – however each one with their gaps regarding the strategic formulation leading process.