Corporate governance principles

11th Meeting of the Latin American Corporate Governance Roundtable


21 - 22 October 2010 - Rio de Janeiro, Brazil


The 2010 roundtable concluded with actions agreed on 4 key corporate governance issues:

  • To revise recommendations for institutional investors to strengthen their impact on corporate governance in the region
  • To further develop the 7-country comparative survey and proposed recommendations to enhance the effectiveness of boards of directors
  • To further develop the comparative survey of 20 countries on preventing abuse of privileged information/insider trading and to follow up with a survey to address abuse of related party transactions
  • To develop new analytical work to review stock exchange initiatives to develop corporate governance indexes and ratings


Download the here. (PDF). 


The 2010 Roundtable was co-hosted by the Brazilian Securities Commission (CVM), the Brazilian Institute of Corporate Governance (IBGC), and the BM&FBOVESPA Stock Exchange.  The Brazilian School of Public and Business Administration of the Getulio Vargas Foundation (FGV/EBAPE) the Government of Spain were sponsors. The Latin American Corporate Governance Roundtable is a joint initiative of the OECD, IFC and GCGF which brings together policymakers, regulators, stock exchanges, corporate governance institutes and private sector representatives from 19 countries in the region.


Key achievements in 2010 include:

  • Launch of the White Paper on institutional investors and corporate governance: The Roundtable considered a revised version of the White Paper on Strengthening the Role of Institutional Investors in Latin American Corporate Governance, and agreed on improvements to be incorporated before it is published and disseminated later this year.  The Roundtable discussed recent advances to implement the White Paper in Brazil and Mexico, and will promote further implementation. 
  • Addressing obstacles to corporate governance-related enforcement: The Roundtable has embarked on a joint initiative with the Council of the Securities Regulators of the Americas (COSRA) and IOSCO’s Inter-American Regional Committee (IARC) to review and exchange experience on key issues for corporate governance-related enforcement, starting with a survey of how regulators deal with  enforcement related to abuse of privileged information/insider trading. The Roundtable/COSRA task force reported on the preliminary conclusions of its work, and agreed to further develop the report before making it public, to identify promising practices both for regulators and for other market actors that can help to combat such abuses.  They also agreed to continue the initiative with a second survey to combat abusive related party transactions.
  • Enhancing board effectiveness: The Roundtable circulated a draft report featuring a mapping of laws, regulations, voluntary codes, listing requirements and current practices relevant to eight areas important for board effectiveness: board duties; handling of conflicts of interest; board selection and composition criteria; criteria for independence; board committees; separation of the Chair and CEO; board risk management; and board evaluation.  Discussions focused particularly on board evaluation, and the Roundtable agreed to further develop the report, including best practices information and recommendations on these issues, with the support of a new Latin American Network of Corporate Governance Institutes, featuring representatives from 11 Latin and Central American countries.
  • How stock exchanges can impact on corporate governance: The Roundtable considered recent stock exchange initiatives in Brazil, Ecuador and Peru to raise the level of corporate governance in these countries, and agreed to further develop analysis on the use of corporate governance indexes across the region.
  • The Roundtable held breakout session discussions on corporate governance of non-listed companies, evaluations of boards of directors, and achieving a balanced approach to corporate social responsibility.  Looking ahead, further breakout discussions are planned at next year’s Roundtable concentrating on family-owned, non-listed companies, while conclusions on board evaluation and corporate responsibility issues will be integrated into the Roundtable’s work on boards.


The Roundtable’s Companies Circle, a group of leading Latin American companies committed to supporting better corporate governance in the region, met back-to-back with the Roundtable on October 20th, and announced its most significant expansion since the Circle was established in 2005.  Eight new companies have joined the Circle, expanding its coverage beyond the 12 current members from Brazil, Colombia, Mexico and Peru to also include Argentina and Costa Rica. 


Meeting documents


Session 1: 

  • Survey on Regulation and Enforcement of the Use of Privileged Information; Mr. Mike Lubrano


Session 2: 

  • CONSAR Presentation; Mr. Luis Mario Hernandez
  • Institutional Investors: Recent Developments and Stewardship Considerations; Mr. Simon Wong
  • Debilidades de la normativa actual. Situación post-crisis financiera; Mr. Juan Munguira


Session 3:

  • Achieving Effective Boards; Ms. Carolina Azar


Session 4:

  • Presentation of Break-out Discussion Topics; Mr. Pedro Mader Meloni
  • Achieving a Balanced Approach to Corporate Responsibility; Mr. Carlos Lessa Brandão



Session 5:

  • How Have Stock Exchanges in the Region Impacted Corporate Governance?; Mr. Arminio Fraga
  • Un enfoque desde las bolsas miembros de la FIAB; Ms. Elvira Schamann
  • Indice de un buen gobierno corporativo; Ms. Liliana Casafranca
  • Programa de gobierno corporativo en Ecuador; Mr. Patricio Peña




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