A Evolução e Consolidação das Práticas de Governança Corporativa no Banco do Brasil S.A. entre 1996 e 2006

The purpose of this dissertation is to identify the main historical and institutional facts that have led to the present corporate governance policy adopted by Banco do Brasil S.A. (BB). The good practices of corporate governance aim to increase corporate value and facilitate the funding of capital and contribute to company¿s duration over the time. Besides, ensure to the shareholders some governance principles such as disclosure", "compliance", "accountability", "fairness" and ¿corporate responsability¿ By the time BB has been shown its concern about disclosure especially for its close relationship with principal shareholder. ¿ the Brazilian Government, other equity partners and the Brazilian society. Banco do Brasil was founded in 1808 by the Portuguese emperor Dom João VI and today is the oldest bank operating in the local market. BB also was the first company listed on Brazilian stock exchange since 1906. In 1996, after some net losses, the Brazilian Government raised the bank¿s authorized capital in R$ 8 billion. This fact established the first attempts to develop bank¿s corporate governance through the years. Banco do Brasil currently has more than 24.4 million customers, served by a network of 15,113 points of service with R$ 296.4 billion in total assets2. The purpose of this work is to demonstrate the principal measures adopted by Banco do Brasil to reach the top level of corporate governance in the Brazilian stock exchange ¿ the New Market of Bovespa. This top position was reached in June 2006. Banco do Brasil was the first state owned company to reach this level of governance in Brazil. This dissertation was based on Yin's taxonomy methodology as a single case study. This research has used documents and file records as sources of evidence, including longitudinally research to demonstrate the evolution facts through time."

Insights on corporate sustainability and share value: an event study for Brazilian market

Em meio ao crescente volume de publicações sobre sustentabilidade e finanças, diversas pesquisas internacionais e brasileiras têm abordado a relação entre empresas classificadas como sustentáveis e o retorno de suas ações. Nesta mesma linha, este trabalho utilizou o método de estudos de eventos para verificar se entre 2005 e 2013 houve retornos anormais quando as empresas entraram e saíram do Índice de Sustentabilidade Empresarial (ISE). Além de contemplar um período mais atualizado do que seus precedentes, este estudo difere-se dos demais ao analisar o as observações individualmente e ao buscar estabelecer uma relação dos retornos anormais acumulados com as variáveis governança corporativa, tamanho, rentabilidade e alavancagem. Os resultados mostraram que embora não haja evidências conclusivas quando os casos são tomados individualmente, em conjunto eles indicam que a inclusão e a exclusão do ISE geram retornos anormais significativos, positivos e negativos respectivamente, em linha com a teoria dos stakeholders. Quanto às variáveis de controle, nenhuma apresentou relação com os retornos anormais acumulados.

Delivering educational value: evaluation of The Corporate International Master's Program by its stakeholders

Over the past decade, the number and diversity of executive education (EE) programs have continued to grow (BusinessWeek, 2006). With the proliferation of EE programs come the challenges of evaluating the overall quality of such programs. What makes a valuable EE program to the companies that purchase them, to the universities that manage them, and to the participants that learn from them? The present research focuses on key factors that have served to determine the value of EE programs, and apply these criteria to evaluate the quality of a new EE program: The Corporate International Master’s (CIM) program. The CIM program was launched in the fall of 2013. Hence, the present research will focus on evaluating the CIM program in its first year of operations. It is my hope that this research will inform the optimization and future development of the CIM program.

Essays in corporate risk management

This research investigates the factors that lead Latin American non-financial firms to manage risks using derivatives. The main focus is on currency risk management. With this purpose, this thesis is divided into an introduction and two main chapters, which have been written as stand-alone papers. The first paper describes the results of a survey on derivatives usage and risk management responded by the CFOs of 74 Brazilian non-financial firms listed at the São Paulo Stock Exchange (BOVESPA), and the main evidence found is: i) larger firms are more likely to use financial derivatives; ii) foreign exchange risk is the most managed with derivatives; iii) Brazilian managers are more concerned with legal and institutional aspects in using derivatives, such as the taxation and accounting treatment of these instruments, than with issues related to implementing and maintaining a risk management program using derivatives. The second paper studies the determinants of risk management with derivatives in four Latin American countries (Argentina, Brazil, Chile and Mexico). I investigate not only the decision of whether to use financial derivatives or not, but also the magnitude of risk management, measured by the notional value of outstanding derivatives contracts. This is the first study, to the best of my knowledge, to use derivatives holdings information in emerging markets. The use of a multi-country setting allows the analysis of institutional and economic factors, such as foreign currency indebtedness, the high volatility of exchange rates, the instability of political and institutional framework and the development of financial markets, which are issues of second-order importance in developed markets. The main contribution of the second paper is on the understanding of the relationship among currency derivatives usage, foreign debt and the sensitivity of operational earnings to currency fluctuations in Latin American countries. Unlikely previous findings for US firms, my evidence shows that derivatives held by Latin American firms are capable of producing cash flows comparable to financial expenses and investments, showing that derivatives are key instruments in their risk management strategies. It is also the first work to show strong and robust evidence that firms that benefit from local currency devaluation (e.g. exporters) have a natural currency hedge for foreign debt that allows them to bear higher levels of debt in foreign currency. This implies that firms under this revenue-cost structure require lower levels of hedging with derivatives. The findings also provide evidence that large firms are more likely to use derivatives, but the magnitude of derivatives holdings seems to be unrelated to the size of the firm, consistent with findings for US firms.

The value of local partners in Brazil: the effects of ownership clusters and business group membership on firm value in emerging markets

Este estudo analisa como a classe de acionistas afeta o valor das empresas brasileiras listadas na bolsa de valores no ponto de vista da governança corporativa. O trabalho examina a interação entre o valor das empresas e cinco tipos de concentrações acionárias comumente presente em mercados emergentes: famílias, agentes públicos, investidores estrangeiros, executivos e investidores financeiros nacionais. A análise empírica demonstra que o mix e a concentração de participação acionária afeta significativamente o valor das empresas. Utilizando uma compilação única de dados em painel de 2004 a 2008, a presente pesquisa também desenvolve hipóteses sobre o efeito da participação em grupos econômicos para o valor das empresas. A investigação encontra evidências de que, apesar de sua importância para o desenvolvimento de empresas brasileiras, o capital familiar, instituições públicas, e investidores estrangeiros estão cedendo lugar a monitores mais especializados e menos concentrados, como executivos e instituições financeiras nacionais. Estes resultados indicam que a governança corporativa no Brasil pode estar alcançando níveis de maturidade mais elevados. Adicionalmente, apesar de não haver indicação da existência de correlação entre a participação em grupos econômicos e o valor das empresas, os resultados indicam que a presença de um tipo específico de acionista em uma empresa do grupo facilita investimentos futuros desta classe de acionista em outras empresas do mesmo grupo, sinalizando que os interesses acionários são provavelmente perpetuados dentro de uma mesma rede de empresas. Finalmente, a pesquisa demonstra que enquanto o capital familiar prefere investir em empresas com ativa mobilidade do capital, investidores internacionais e instituições públicas procuram investimentos em equity com menor mobilidade de capital, o que lhes garante mais transparência com relação ao uso dos recursos e fundos das empresas.

Ownership, control and corporate valuation of Brazilian companies

We study the direct and indirect ownership structure of Brazilian corporations and their market value and risk by the end of 1996 and 1998. Ownership is quite concentrated with most companies being controlled by a single direct shareholder. We find evidence that indirect control structures may be used to concentrate control even more rather than to keep control of the company with a smaller share of total capital. The greater the concentration of voting rights then less the value of the fmn should be due to potential expropriation ofrninority shareholders. We fmd evidence that when there is a majority shareholder and when indirect ownership structures are used without the loss of control, corporate valuations are greater when control is dilluted through the indirect ownership structure. This evidence is consistent with the existence of private benefits of control that can be translated as potential minority shareholder expropriation.

Comparison and analysis of corporate social responsibility (CSR) reports of the top five companies ranked on the 2013 CSR RepTrak

In the 1970s, Corporate Social Responsibility (CSR) was discussed by Nobel laureate Milton Friedman in his article “The Social Responsibility of Business Is to Increase Its Profits.” (Friedman, 1970). His view on CSR was contemptuous as he referred to it as “hypocritical window-dressing” a reflection of the view of Corporate America on CSR back then. For a long time short-term maximization of shareholder value was the only maxim for top management across industries and companies. Over the last decade, CSR has become a more important and relevant factor of a company’s reputation, shifting the discussion from whether CSR is necessary to how best CSR commitments should be done (Smith, 2003). Inevitably, companies do have an environmental, social and economic impact, thereby imposing social costs on current and future generations. In 2013, 50 of the world biggest companies have been responsible for 73 percent of the total carbon dioxide (CO2) emission (Global 500 Climate Change Report 2013). Post et al. (2002) refer to these social costs as a company’s need to retain its “license to operate”. In the late 1990s, CSR reporting was nearly unknown, which drastically changed during the last decade. Allen White, co-founder of the Global Reporting Initiative (GRI), said that CSR reporting”… has evolved from the extraordinary to the exceptional to the expected” (Confino, 2013). In confirmation of this, virtually all of the world’s largest 250 companies report on CSR (93%) and reporting by now appears to be business standard (KPMG, 2013). CSR reports are a medium for transparency which may lead to an improved company reputation (Noked, 2013; Thorne et al, 2008; Wilburn and Wilburn, 2013). In addition, it may be used as part of an ongoing shareholder relations campaign, which may prevent shareholders from submitting Environmental and Social (E&S)1 proposals (Noked, 2013), based on an Ernst & Young report 1 The top five E&S proposal topic areas in 2013 were: 1. Political spending/ lobbying; 2. Environmental sustainability; 3. Corporate diversity/ EEO; 4.Labor/ human rights and 5. Animal testing/ animal welfare. Three groups of environmental sustainability proposal topics of sub-category number two (environmental sustainability) 6 2013, representing the largest category of shareholder proposals submitted. PricewaterhouseCoopers (PwC) even goes as far as to claim that CSR reports are “…becoming critical to a company’s credibility, transparency and endurance.” (PwC, 2013).

The impact of negative social environmental events on the market value of supply chain partners

The present work analyzes the impact of negative social / environmental events on the market value of supply chain partners. The study offers a contextualized discussion around important concepts which are largely employed on the Operations Management and Management literature in general. Among them, the developments of the literature around supply chains, supply chain management, corporate social responsibility, sustainable development and sustainable supply chain management are particularly addressed, beyond the links they share with competitive advantage. As for the theoretical bases, the study rests on the Stakeholder Theory, on the discussion of the efficient-market hypothesis and on the discussion of the adjustment of stock prices to new information. In face of such literature review negative social / environmental events are then hypothesized as causing negative impact in the market value of supply chain partners. Through the documental analysis of publicly available information around 15 different cases (i.e. 15 events), 82 supply chain partners were identified. Event studies for seven different event windows were conducted on the variation of the stock price of each supply chain partner, valuing the market reaction to the stock price of a firm due to triggering events occurred in another. The results show that, in general, the market value of supply chain partners was not penalized in response to such announcements. In that sense, the hypothesis derived from the literature review is not confirmed. Beyond that, the study also provides a critical description of the 15 cases, identifying the companies that have originated such events and their supply chain partners involved.

Sustainability indexes: why join in? A study of the Corporate Sustainability Index (ISE) in Brazil

In the past decade, indicators have been created to assess the sustainability performance of companies listed in stock exchange markets. Academics and practitioners expect companies to benefit from being listed in such indexes, but evidence of value creation is still scarce. Since virtually all studies about the Corporate Sustainability Index (ISE) of the S~ ao Paulo Stock Exchange (Brazil) e the object of the present study e focused on the value of shares, we initially looked for answers in the finance theory. We collected secondary data about the financial and economic performance of companies forming the ISE's ‘theoretical portfolio’, as these kinds of indexes are also known. In a second stage, we sought additional motivations for companies to make efforts to be listed in the index. We collected additional data and interviewed representatives of key companies listed in the ISE, as well as industry leaders who chose not to participate in the selection process. The results support the main propositions of the institutional theory, as well as the ‘pays to be green’ literature e that the intangible value created by voluntary environmental initiatives, such as access to knowledge, new capabilities and reputational gain, better explain the efforts companies make to be listed in the ISE index

The influence of the tag-along rights in the value of companies: an event study of the effects on the market and service companies

The aim of this work is to check the effect of granting tag-along rights to stockholders by analyzing the behavior of the return of the stock. To do so we carried out event studies for a group of 21 company stocks, divided into service provider companies and others, who granted this right to their stockholders after Law 10,303 was passed in October, 2001. In the test we used two models for estimating abnormal returns: adjusted to the market and adjusted to the risk and market. The results of the tests we carried out based on these models did not capture abnormal returns (surpluses), telling us that the tag-along rights did not affect the pattern of daily returns of the stocks of companies traded on BOVESPA (The Sao Paulo Stock Exchange). We did not expect this result because of the new corporate governance practices adopted by companies in Brazil.

Impact assessment and quality analysis of corporate social responsability (CSR) programs of mining companies and their contribution to sustainable development in the communities they operate: case study Tenke Fungurume Mining SA in the Democratic Republic of Congo (DRC)

Purpose – This case study presents an impact assessment of Corporate Social Responsibility (CSR) programs of the TFM Company in order to understand how they contribute to the sustainable development of communities in areas in which they operate. Design/Methodology/Approach - Data for this study was collected using qualitative data methods that included semi-structured interviews and Focus Group Discussions most of them audio and video recorded. Documentary analysis and a field visit were also undertaken for the purpose of quality analysis of the CSR programs on the terrain. Data collected was analyzed using the Seven Questions to sustainability (7Qs) framework, an evaluation tool developed by the Mining, Minerals and Sustainable Development (MMSD) North America chapter. Content analysis method was on the other hand used to examine the interviews and FGDs of the study participants. Findings - Results shows that CSR programs of TFM SA do contribute to community development, as there have been notable changes in the communities’ living conditions. But whether they have contributed to sustainable development is not yet the case as programs that enhance the capacity of communities and other stakeholders to support these projects development beyond the implementation stage and the mines operation lifetime need to be considered and implemented. Originality/Value – In DRC, there is paucity of information of research studies that focus on impact assessment of CSR programs in general and specifically those of mining companies and their contribution to sustainable development of local communities. Many of the available studies cover issues of minerals and conflict or conflict minerals as mostly referred to. This study addressees this gap.

Um estudo exploratório sobre a Employee Value Proposition (EVP) no mercado de seguros brasileiro

As práticas da gestão de recursos humanos acompanham a evolução na gestão do capital humano das organizações. As atividades de marketing voltadas à marca corporativa prestam serviço essencial e estratégico na identificação, formatação e divulgação da marca do empregador. Juntas as duas áreas passam a desempenhar papel solidário na atração de profissionais qualificados, reforçando e propagando a identidade corporativa aos potenciais candidatos através da EVP. A EVP, a Marca do Empregador e a Reputação do Empregador se relacionam através das práticas de recrutamento e seleção, que é área de RH que primeiro mantem contato com os potenciais candidatos e inicia a construção do contrato psicológico com o novo empregado. A marca do empregador, como a imagem da organização, é utilizada para atrair, reter e engajar as pessoas e tem a EVP como seu núcleo central. Neste estudo se identifica a prática de recrutamento e seleção como a principal conexão teórica entre a EVP, a marca do empregador e a reputação do empregador e se identifica que oportunidade como a dimensão da EVP mais relevantes para o público estudado.