Controles internos e governança corporativa: por que e como uma empresa brasileira deve atender à legislação Sarbanes-Oxley: estudo de caso da Perdigão S/A

Abstract

This study aims at analyzing current status and the difficulties faced by brazilian companies to comply with the new Sarbanes-Oxley Act, which covers internal controls and corporate governance issues. It is a case study based on a large brazilian company with securities (American Depositary Receipts - ADRs) traded in the US capital market that has to comply, in a short period, to the requirements of the law enacted in 2002. The case study is complemented by a bibliographic review on the companies internal controls evolution, on the increase of corporate governance in the last two decades as a response to the conflicts by the agency theory due to the segregation between ownership and management, the key issues of the new legislation, specifically those related to internal controls, and the results of some recent surveys on the current status of some large american companies, and the difficulties faced by them, to comply with the Sarbanes-Oxley Act. Although internal controls exist and are assessed on a on-going basis at brazilian public companies, at least because they have their financial statements audited, the new law obliges the principal executives to assert the existence and reliability of such controls, which must also be attested by independent auditors. The study aims to contribute to the awareness of the internal controls relevance to assure the accuracy of companies financial statements, as well as to increase shareholders and stakeholders value. The initial hypothesis is that since the new legislation do not include a standard to assess internal controls then the companies should be looking for an efficient way to satisfactorily comply with the requirements. As a contributing factor, the empirical aspects described in the case study confirmed the concepts of the review bibliography. As a consequence of both the empirical observation and the theoretical basis, we concluded that actually the companies are still looking for the best practices to comply with the new legislation, and that the audit entities have been actively supporting the companies to achieve such objective.