Determinants of the Roles Boards of Directors Have in Brazilian Companies

Abstract This paper analyses the relationship between the managerial and supervisory roles played by the boards of directors of 108 companies listed on BM&FBovespa's (Brazilian stock market) Novo Mercado and corporate governance variables reported by academic literature that could potentially interfere with the dominance of this role in board meetings. The dominant role was verified through a content analysis based on Schwartz-Ziv and Weisbach's model (2013), while logistic and beta regressions were used to evaluate the determinants, respectively using the ratio of management topics over the total and a binary classification according to this dominance. Board minutes and tax forms from 2010-2013 were analyzed for companies with data for the entire period. Boards were found to play a managerial role more often than a supervisory one, with the most important variables for determining the role are the presence of an ex-CEO on the board and the existence of a fiscal council, with both contributing positively to the predominance for managerial over supervisory.