The existence of a board of directors is essential for maintaining a company's corporate governance. He defines strategic guidelines, monitors the performance of the executive management and ensures that decisions are aligned with the interests of shareholders and the sustainability of the business
According to theBrazilian Institute of Corporate Governance (IBGC), the council is the "collegiate body responsible for the decision-making process of an organization regarding its strategic direction. Além de monitorar a direção, he plays the role of guardian of principles, values, objecto social e sistema de governação da organização, being its main component. However, como está organizado o conselho de administração de uma organização? This is what I will explain in this article
To begin, it is important to know that the constitution depends on the size, of the sector and the corporate structure of each institution. Meanwhile, there are good practices and basic principles that apply to almost all cases, contributing to transparency, integrity and risk reduction in management
Regarding the number of members, the councils usually consist of a minimum of three and a maximum of eleven councillors. In large companies, Is it normal for them to be composed of multiple members. In medium-sized organizations – such as growing family businesses, startupsin the process ofampliarand companies with investment funds – tend to be more concise, generally with up to seven members
The typical mandates last from one to three years, with the possibility of re-election of members, there should be clear rules for renewal or replacement. These should be provided for in the company's articles of association or in its internal regulations, including periodic performance assessment of the councillors, succession planning plan, approval of the election by shareholders through general meeting and guarantee of partial rotation, o que evita rupturas e preserva o conhecimento institucional
For there to be diversity within the council, it is important that members have different skills, experiences and profiles. Furthermore, the presence of independent directors, without direct link to management, tended to be quite beneficial. Isso porque eles costumam trazer uma visão mais imparcial e livre de conflitos de interesse, enriching the strategic debate and contributing to more balanced decision-making
The council must have a president, responsible for leading meetings and ensuring their effectiveness. To avoid conflicts of interest, o presidente não deve ser o mesmo que o CEOChief Executive Officer). Within the organization structure, depending on the size of the company, may exist support committees, como comité de auditoría, de ESGEnvironmental, Social e Governança), of finance, de estratégia e de pessoas ou remuneração
Board meetings should be held regularly, possibility of being monthly, bimonthly or quarterly. It is ideal that they have a set agenda, preliminary material, registros de atas bem organizados. They should have as main functions to define strategies and general guidelines of the business; approve long-term plans, budget and relevant investments; supervise the executive board, especially the CEO's performance; zelar pela governança corporativa e gestão de riscos; and represent the interests of the shareholders
Коротко, the organisation of the board of directors is a fundamental pillar for good governance of any company. Well-defined structures, qualified advisors and transparent practices directly contribute to more strategic decisions, greater credibility in the market and long-term sustainability. By adopting good practices in the composition and functioning of the council, the organisation strengthens the ability to face challenges, innovate responsibly and generate value for yourstakeholders.
