Governança corporativa e valor de mercado: uma proposta de modelo para empresas do setor de energia elétrica brasileira a partir de dados entre 2012 e 2016

Abstract

The principles of governance have been put as a way to reach solutions to global issues, such as those related to politics, the environment or energy. It’s essential that the actions proposed for governance in the energy sector be decentralized to smaller units of power, as local governments and companies. But, the corporate governance practices implementation generates additional costs and expenses for companies, such as hiring auditors, creating a structure for disclosure, or communication ways with stakeholders. On the other hand, it’s expected that with the adoption of such measures bring reliability to the operations, ensuring their perpetuity through sustainable ways. According to the approaches of Tobin (1969), Lindenberg and Ross (1981) and Tobin and Brainard (1976), the relationship between market value and assets replacement cost, represented by Tobin's q, when above 1, means an incentive for new investments, as these would bring gains above the assets cost, promoting healthy business continuity. In this way, this study proposes to verify if the governance structure of energy companies in Brazil - or elements of it - is able to predict Tobin's q. The work was conducted using secondary data extracted from regulatory entities, Brazilian stock exchange and company websites. The dependent variable was calculated from the approximation of Tobin's q according to Chung and Pruitt (1994) and transformed into a binary variable. The independent variables were the scores attributed to the 20 questions in the Leal, Silva and Iervolino (2015) questionnaire about the corporate governance structure, which originated 24 binary variables. The sample is made of 31 public companies from the electricity sector, with data collected between 2012 and 2016, treated with the logistic regression modelling of panel data with random effects, with the aid of Stata® Software. According to the suggested model, the structures with predictive power over the status of Tobin's q are: the size of the board of directors, the company’s control (direct or indirect), the relation between the voting capital and the total capital of the controller, the practice, even if partial, of the principle of "one share, one vote" and the granting of tag along rights, at a higher than 80% level, to all shareholders. Of these, the most influential criteria in the model are those related to the control and company’s posture for granting rights (voting and extension of offers) to non-controlling shareholders, which points out the importance of dealing with the main agency problem in the Brazilian governance model: the majority - minority. As limitation of this worked, can be pointed out: the analysis of a sector in which there’s a considerable overlap of corporate participation between companies and an inefficient market, the non-inclusion of variables that explain the value of companies and the creation of market expectations (implicit value), the maintenance, although purposeful, of variables with a high degree of correlation.