Relationship between the disclosure of share-based payments and the levels of Corporate Governance of the BM&FBovespa

Abstract

The Agency Theory foresees a misalignment between the interests of shareholders and managers, because of various utilities. A mechanism that can be used to align the interests corresponds to the share-based payment plan, which proposes to create incentives for the management seeking to maximize the value of the company's value. In addition, companies can adopt differentiated corporate governance practices, which imply greater transparency and legal protection to non-controlling shareholders. The implementation of regulatory Technical Pronouncement of this type of incentive plan is recent, being necessary to study your application. According to research on accounting disclosure (VERRECCHIA, 2001), managers have incentives to make decisions about the level of disclosure of accounting information. This study investigated the relationship between the disclosure of share-based payment and the corporate governance levels of the BM&FBOVESPA. The compliance analysis of the 2011 financial statements of companies with based payment followed the disclosure rules of the CPC 10 (R1). The sample consisted of 156 companies listed on the BM&FBOVESPA that has share-based payment, of which 122 belonged to levels of corporate governance and 34 the traditional segment, evaluated by non-parametric test Wilcoxon-Mann-Whitney. It was concluded that companies belonging to segments of corporate governance has higher disclosure score about share-based payment compared with companies belonging to the traditional listing segment of the BM&FBOVESPA. This is due to the incentives given to managers, such as listing the company on the BM&FBOVESPA and instruments of variable remuneration to align interests such as share-based payment.