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The First Year of Mandatory Comply-or-Explain in Brazil

Tipo
Artigos

Ano
07/04/2021

Linha de Pesquisa
Administração e Economia de Negócios

Autor(es)
Marina Dastre Manzanares, Ricardo Pereira Câmara Leal

Orientador

https://doi.org/10.1080/10978526.2020.1749844


Latin American Business Review, v. 22, n. 1, pp. 1-32. Abstract: The law mandated Brazilian companies to comply or explain to a corporate governance code from 2018. This article analyzed 1,720 unique explanations of non-compliance for 43 recommended practices from 108 companies and developed a taxonomy of explanations and adherence quality indices. Most firms did not explain deviations properly, resorting frequently to generic and uninformative explanations. Firm size and performance were positively and ownership concentration and market risk negatively associated with adherence indices. State-owned companies displayed greater adherence. This evidence is robust to changes in index methodology that did not consider the quality of explanations and challenges the effectiveness of the comply-or-explain requirement.

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