Influência do conselho de administração e concentração acionária no desalinhamento entre remuneração executiva e desempenho

Abstract

This study aimed to analyze the influence of the Board of Directors and shareholding concentration on the misalignment between executive compensation and performance. For this, secondary data obtained through documentary research in 198 companies listed on B3 were analyzed, analyzing the period from 2010 to 2021. The research is classified as quantitative and descriptive, the hypotheses were tested using panel data regression with standard error robust, using the method of ordinary least squares. It is justified by the scarcity of national studies focused on the influence of the composition of the Board of Directors and shareholding concentration on executive compensation and advances by addressing determinants and investigating factors that may affect the portion of compensation not explained by performance. The main results indicate that larger boards and those with a greater number of independents tend to worsen the principal-agent relationship, increasing the misalignment between remuneration and performance. They also indicated that a third shareholder with greater concentration tends to act by aligning interests, while the proportion of members elected by controllers exacerbates the misalignment, signaling a weakening of the Board's attributions in monitoring management and drawing up remuneration policies. In this way, the study contributes to the discussions on Corporate Governance mechanisms and ownership structure, as well as those that seek to clarify the dynamics of agency conflicts in Brazilian companies, identifying gains and failures in the performance of organizations and collaborating in decisions related to improvement of governance structure and processes. In addition to identifying risks for companies, linked to the difficulty of reaching a consensus on the definition of compensation packages and the corporate structure, since the controlling shareholder, by exerting influence over the level of executive compensation, can use the Board both to expropriate minorities , extracting benefits from control and puts him back in the role of supervisor of management, weakening his attributions, accentuating conflicts both principal- principal and principal-agent.