OECD Corporate Governance Factbook 2025: Brazil

Table of contents

• Recent developments (as of 30 June 2025)
• Global markets and public equity ownership 2.2. Public equity ownership by investor category 2.3. Ownership concentration by market
• Corporate governance and institutional framework
• The rights of shareholders and key ownership functions
• The corporate board of directors
• Corporate Sustainability

This Country Note consolidates information published in the 2025 edition of the OECD Corporate Governance Factbook. Along with the summary of recent developments, it provides an overview of Brazil’s corporate governance framework and related information benchmarked against 51 other jurisdictions covered by the Factbook, including all OECD and G20 members.

The information in this document is as of 31 December 2024 unless otherwise specified.

For further details, please refer to the OECD Corporate Governance Factbook 2025.

1. Recent developments (as of 30 June 2025)

• In June 2024, the Comissão de Valores Mobiliários (CVM) issued Resolution 204, which amended the rules on shareholder meetings and voting, expanding remote and hybrid participation.

• In October 2023, the CVM issued Resolution 193 and related rules, signalling that from 1 January 2026 listed companies will be required to publish sustainability-related disclosures aligned with the International Sustainability Standards Board (ISSB) standards.

• In August 2023, the Instituto Brasileiro de Governança Corporativa (IBGC) published the 6th edition of its Code of Best Practices of Corporate Governance, introducing a more principle-based, inclusive framework with stronger emphasis on integrity and sustainability.

• The 18th edition of the study Corporate Governance and the Capital Market by KPMG Brazil reports broader adoption of ESG metrics in executive pay and increased external assurance of sustainability reports. It also finds that board diversity continues to rise, with more women and a higher share of independent directors.

2. Global markets and public equity ownership

2.1. Size of the public equity market

	No. of listed companies in Dec 2024	Change since Dec 2021		Market capitalisation in Dec 2024	Ratio to GDP
Brazil	350		-2.2%	USD 659 bn	30.4%
OECD members	21 618		4.3%	USD 92 518 bn	136.5%
World	46 086		11.3%	USD 124 536 bn	112.7%

Note: “World” covers 98 jurisdictions. “OECD members” covers 38 countries.

Source: OECD Capital Market Series Dataset. IMF.

2. 2.2. Public equity ownership by investor category

Source: OECD Capital Market Series Dataset.

2. 2.3. Ownership concentration by market

Source: OECD Capital Market Series Dataset.

3. Corporate governance and institutional framework

3.1. Regulatory framework on corporate governance

Main public regulator	Brazilian Securities Commission
The largest stock exchange	B3 - Brasil Bolsa Balcão S.A., a joint stock company
Main laws and regulations	Corporation Act Securities Act CVM Resolution No. 80/2022 B3 Special Segments

3.2. Mechanisms for corporate governance code/principle

Code/principle	Brazil Corporate Governance Code - Listed Companies
Basis for framework	Law or regulation	Approach	Comply or explain
Disclosure in annual report	Required	Surveillance	Securities regulator & stock exchange
Custodians	Brazilian Institute of Corporate Governance (IBGC)	Latest code update	2016
Issuing body for national monitoring report	KPMG

• The categories that the jurisdiction fits into are highlighted in blue.

• The bold numbers and words indicate country-specific additional information.

• The numbers within parentheses indicate the number of jurisdictions applicable to each category.

• For further information on the methodologies used for the categorisations, please see the OECD Corporate Governance Factbook 2025.

4. The rights of shareholders and key ownership functions

4.1. Shareholders’ rights for the general meeting

Notice period	10-15 days (10)	20-21 days (20) 21 days		22-28 days (6)		>28 days (16)
Shareholding threshold for placing agenda items*	<3% (23)	3-4 % (6)		5% (22)		>5% (6)
Shareholding threshold for requesting meeting*	<3% (5)	3-4 % (4)		5% (28)		>5% (20)
Deadline for meeting after request	≤15 days (3)	16-30 days (14) 29 days		31- 90 days (26)		No specific deadline (9)
Shares without voting rights with preferential right to dividends	Allowed (34)	Issuing share with limit (14) Max 50%		Not allowed (3)		No provision (1)
Shares without voting rights and preferential rights to dividends	Allowed (26)		Not allowed (14)		No provision (12)
Multiple classes of shares with a different no. of votes each	Allowed (28)	Allowed with limit (3)		Not allowed (14)		No provision (7)
Timing of disclosure of voting result after meeting	Up to 5 days (32) Immediately		Within 6-15 days (19)		Others (1)
Provision regarding hybrid shareholder meetings	Allowed by Law/regulation/rule (47)		Recommendation by code (2)		No provision (3)
Provision regarding virtual shareholder meetings	Allowed by Law/regulation/rule (42)		Recommendation by code (2)		No provision/virtual shareholder meetings are not allowed (8)

* Some jurisdictions belong to multiple categories because of the additional requirements other than a percentage of shareholding.

4.2. Related party transactions (RPTs)

Immediate disclosure	Required (49)	Not required (3)
Periodic disclosure	Required (45)	Not required (7)
Board approval for certain RPT	Required (45)	Not required (7)
Shareholder approval for certain RPT	Required (36)	Not required (16)

4.3. Takeover bid rules

Takeover bid approach*	Ex-ante (9)		Ex-post (42)
Threshold for mandatory takeover bid*	<30% (12)	30-33% (24)	33-50% (8)	>50% (2)	Control over the board and others (5)
Minimum bidding price (price paid by offeror) *,**	Highest in 3-4 months (3)	Highest in 6 months (14)	Highest in 12 months (19)	Other requirement (8)	No requirement (11)
Minimum bidding price (market price) *,**	Average in 1-3 months (6)	Average in 6 months (9)	Average in 12 months (2)	Other requirement (11)	No requirement (29)

* Jurisdictions where mandatory takeover bid rules exist are included.

** Some jurisdictions belong to multiple categories.

4.4. Stewardship and fiduciary responsibilities

National frameworks

CVM Resolution No. 175/2022 CVM Resolution 21/2021 ANBIMA’s Self-regulation Code for Portfolio Administration Additional Rules and Procedures of ANBIMA’s Self-regulation Code for Portfolio Administration

Institutional investors

Disclosure on voting policies

Law/regulation/rule (23)

Both (Law/regulation/rule and code) (11)*

Code (4)

Code and industry association requirement (1)

Industry association requirement (1)

Comply or explain (6)

No provision (6)

Policy of conflicts of interest

Law/regulation/rule (28)

Both (Law/regulation/rule and code) (14)*

Code (3)

Industry association requirement (2)

Comply or explain (4)

No provision (1)

Disclosure on conflicts of interest

Law/regulation/rule (19)

Both (Law/regulation/rule and code) (12)*

Code (1)

Industry association requirement (1)

Comply or explain (6)

No provision (13)

Constructive engagement

Law/regulation/rule (15)

Both (Law/regulation/rule and code) (4)

Code (4)

Industry association requirement (2)

Comply or explain (5)

No provision (22)

Proxy advisors

Disclosure on voting policies

Law/regulation/rule (16)

Both (Law/regulation/rule and code) (2)

Code (3)

Comply or explain (3)

No provision (28)

Policy of conflicts of interest

Law/regulation/rule (20)

Both (Law/regulation/rule and code) (1)

Code (3)

Comply or explain (3)

No provision (25)

Disclosure on conflicts of interest

Law/regulation/rule (20)

Both (Law/regulation/rule and code) (1)

Code (3)

Comply or explain (3)

No provision (25)

* Jurisdictions that have both law/regulation/rule and industry association requirements are also included in this category.

4.5. Company groups

Disclosure on beneficial owners	Mandatory to public (38)	Mandatory to the regulator only (7)		Mandatory to the regulator and voluntary to public (4)		Voluntary to public (1)		Absence of mandatory/voluntary disclosure provisions (2)
Disclosure on shareholder agreements	Mandatory to public (39)			Mandatory to the regulator only (2)			Absence of mandatory/voluntary disclosure provisions (11)
Disclosure on cross shareholdings	Mandatory to public (24)		Mandatory to the regulator only (2)		Voluntary to public (1)				Absence of mandatory/voluntary disclosure provisions (25)

5. The corporate board of directors

5.1. Basic board structures and independence

Board structure		One-tier system (24)			Optional for one-tier and two-tier system (18)				Two-tier system (7)	Multiple options with hybrid system (3)
Separation of CEO and board chair		Separation is required (14)	Separation is recommended (16)		Incentive mechanism (2)		Not required/ recommended (10)
Appointment of independent directors	Regulation*	1 person (4)		2-3 persons (12)		20-30% (4)		33% (9)	≥50% (6)	Not applicable (22)
	Code*	1 person (1)		2-3 persons (5)		20-30% (1)		33% (8)	≥50% (20)	Not applicable (22)

* Some jurisdictions belong to multiple categories.

5.2. Board-level committees

Setting audit committee (AC)		Law/regulation/rule (45)			Code (7)
Setting nomination committee (NC)		Law/regulation/rule (12)		Code (32)			No provision (8)
Setting remuneration committee (RC)		Law/regulation/rule (16)		Code (29)			No provision (7)
AC member independence	Regulation	1-3 persons (7)	Majority (22)			100% (9)		Not applicable (14)*
	Code	1-3 persons (1)	Majority (10)			100% (2)		Not applicable (39)
NC member independence	Regulation	1-3 persons (3)	Majority (7)			100% (2)		Not applicable (40)
	Code	1-3 persons (2)	Majority (20)			100% (2)		Not applicable (28)
RC member independence	Regulation	1-3 persons (3)	Majority (10)			100% (2)		Not applicable (37)
	Code	1-3 persons (2)	Majority (13)			100% (10)		Not applicable (27)
Risk management role of AC		Law/regulation/rule (27)		Code (15)			No provision (10)

* Regulation requires 33% of the AC members to be independent.

5.3. Auditor independence, accountability and oversight

Professional auditor bodies	Federal Council of Accounting (CFC)
Public oversight body	Securities and Exchange Commission of Brazil (CVM)
Approval of external auditor by shareholders	Law/regulation (47)		No provision (5)
Recommendation or nomination of auditor by AC	Law/regulation/rule (46)	Code (5)		No provision (1)
Reviewing the auditor’s scope by AC	Law/regulation/rule (41)	Code (8)		No provision (3)

5.4. Board nomination and election

Majority voting	Required (42)		Not required (10)
Qualification for board candidates	Law/regulation/rule (11)	Both Law/regulation/rule and code (5)	Code (22)	No provision (14)
Info to shareholders on candidates’ qualifications	Law/regulation/rule (26)	Both Law/regulation/rule and code (6)	Code (14)	No provision (6)

5.5. Board and key executive remuneration

Criteria on structure of board remuneration	Required (28)		Recommended (23)		No provision (1)
Long-term incentive for board	Law/regulation/rule (18)		Code (17)		No provision (17)
Shareholder approval on remuneration policy	Binding, vote required (28)	Binding, vote recommended (1)	Advisory, vote required (10)	Advisory, vote recommended (3)	Choice between approval or articles of association (4)	No provision (6)
Shareholder approval of level of remuneration	Binding, vote required (28)	Binding, vote recommended (1)	Advisory, vote required (14)	Advisory, vote recommended (2)	Choice between approval or articles of association (3)	No provision (4)

5.6. Gender composition on boards and in senior management

Women’s participation in 2024	Boards of directors	21.8%
	Managerial positions	39.4%
Gender diversity on boards	Quota	-
	Target	-
Disclosure on gender composition of boards		Law/regulation/rule (34)	Code (4)	No provision (14)

6. Corporate Sustainability

6.1. Sustainability-related disclosure

Key resources	CVM Rule No. 80 / CVM Resolution Nº W193
Sustainability disclosure	Law/regulation (41)		Listing rules (6)			Code (4)		Relevant provision without specific requirement or recommendation (1)
Disclosure standards	IFRS Sustainability Standards (9)	European Sustainability Reporting Standards (24)			Other international standards (4)		Other local standards (6)		No provision (9)
Primary users	Investors (9)			Multiple Stakeholders (33)				No provision (10)
Sustainability matters	All material sustainability matters (44)			Only climate-related matters (2)				No provision (6)

6.2. Sustainability governance

Board responsibilities for sustainability	Law/regulation (20)	Listing rules (5)	Code (12)	No provision (15)
Key resources	-

6.3. ESG rating agencies and index providers

ESG rating and index providers*	Framework for ESG ratings (32)	Framework for index providers (31)	No provision (17)
Disclosure of methodologies**	Law/regulation (29)	Code (4)	No provision (19)
Disclosure of management of conflicts of interest policy**	Law/regulation (30)	Code (4)	No provision (18)

* Some jurisdictions belong to multiple categories.

6.4. Sustainability-related assurance

Framework	Law/regulation (31)			Code (1)			Public consultation/ active consideration (9)	No provision or consultation (11)
Assurance service providers*	Statutory auditors (21)	Service providers with accreditation by a public organisation (11)		Other service providers (3)		No provision (1)
Level of assurance*	Limited assurance currently or planned (33)		Reasonable assurance currently or planned (6)		No provision (2)
Key resources	Resolution CVM 193

* Some jurisdictions belong to multiple categories.

Notes

← 1. Note: “World” covers 98 jurisdictions.

← 2. Note: The share of companies in each jurisdiction where the single largest shareholder and the three largest shareholders own more than 50% of the company’s equity capital. “World” covers 98 jurisdictions.