Brazil

Courtney Cox, Associate
Paul Hastings (Atlanta)

Brazil is an economic powerhouse, boasting the world’s eighth-largest economy and a GDP of $3.219 trillion in 2017.1The country is incredibly ethnically diverse, with the largest black population outside of Africa, which makes up 50.7% of the total population.2  Women represent more than half of the population (50.85%), but women—especially women of color—remain severely underrepresented in the corporate world despite a newly adopted inclusive corporate governance code and proposed legislation.3

Former President Dilma Rousseff’s election as the first female Brazilian president in 2010 marked a milestone for the country.  Her election was promising for the increased participation of women in both the public and private spheres. She declared in her opening speech before the UN General Assembly that “This is the century of women.”4  Indeed, former President Rousseff populated almost a third of her cabinet with women, and in February 2012 appointed a woman to serve as CEO of the country’s largest state-owned enterprise, the energy conglomerate Petrobas.

Yet Rousseff’s initial rhetoric and women-centric appointments during her six-year tenure proved to be largely symbolic and fleeting. During her administration, Rousseff appointed 92 political leaders to ministerial roles and posts with the same status – the BCB governor and the Attorney General. Only 15 of those appointed were women (16%).5 In the judicial branch, Rousseff appointed a total of 16 ministers, only three of whom were women.  Of the 18 total women Rousseff appointed, only two were black, and both were appointed to positions in the Department of Racial Equality Policies.

In August 2016, Rousseff was impeached.  Brazil’s current president, Michel Temer, maintains a paternalistic and stereotypical outlook on the economic empowerment of Brazilian women. He declared in a speech on March 8, 2017—International Women’s Day—that women’s economic empowerment is good, so that they can actually know the price of the products that are being sold in the supermarket.6 To that end, Temer made no initial effort to include women in Brazil’s 24 ministries. Only after extensive national criticism did he nominate two female ministers for those two dozen ministerial positions.

Corporate Governance Code and Brazilian Women in the Boardroom

The Brazilian Institute of Corporate Governance’s (IBGC’s) Code of Best Practices of Corporate Governance, first published in 1999 and most recently updated in 2015, is the most established and comprehensive code relating to corporate governance in Brazil.7 The IBGC, a non-profit organization founded in 1995 that promotes corporate governance in Brazilian companies, has been the central forum for the introduction and dissemination of corporate governance concepts in Brazil. The IBGC’s most recently updated code expressly encourages companies to consider gender diversity when evaluating potential board members. Section 2.2(a) provides:

The composition of the board of directors must consider diversity of knowledge, experiences, behaviors, cultural aspects, age and gender. The directors must ensure that the executive management defines and promotes policies that provide equal opportunities for women to access high leadership positions within the organization.8

While the IBGC Code is voluntary for companies, that Brazil’s most influential corporate governance code at last recognizes gender parity is of consequence and will influence companies, and ideally improve Brazilian women’s low participation in the corporate world.

Women’s participation on corporate boards in Brazil has changed little over the past several years. In 2010, of a total of 2,647 board seats of listed companies, 7.71% were held by women.9  This number decreased slightly to 7.10% in 2011 according to a survey managed by the IBGC.10  A 2016 Spencer Stuart Board Services study demonstrated that, even years later, women continue to be underrepresented in Brazilian boardrooms. Women represented just 7.3% of all members, nearly unchanged from 2015 (7.2%).11  Moreover, 2017 data provides that women still represent less than 8% of board members (7.7%), and the data provides no indices of the percentage of black women board members.12 Change has been sluggish, if not outright stagnant.

Proposed Quota Legislation

For the past eight years, a bill has been lingering in the Brazilian legislature that has the potential to vastly and rapidly change the landscape of the boardroom.  In 2010, Senator Maria do Carmo Alves introduced a bill which would require a minimum of 40% women on the boards of companies in which the Brazilian state directly or indirectly holds the majority of the shares (i.e.   state-owned enterprises (SOEs).13  The bill provided a gradual implementation of the quota system over a period of nine years, with SOEs required to achieve at least 10% improvement every two years until attaining the 40% quota by the end of the transition period.  Since its origination in 2010, the bill has been amended; it now defines a minimum percentage of women’s participation, beginning with 10% in 2018, then 20% in 2020, and finally reaching 30% in 2022—reducing the ultimate 2022 goal by 10%.14

On March 8, 2017, a year after President Temer’s derogatory comments about women, and eight years after the bill was first introduced, the Senate Constitution, Justice and Citizenship Committee at last approved the bill.  The Commission for the Defense of Women’s Rights approved the proposal on August 8, 2017, and the Rapporteur added to the original bill the requirement for boards to have at least one female member if the percentage does not guarantee the minimum participation of women.15  The proposal must now be analyzed conclusively by the Work, Administration and Public Service Committees.16

The bill has ignited widespread debate in Brazil.  Meritocratic opponents—many of whom are women—believe that board positions should be solely based on merit, and fear that the implementation quotas will cast doubt on women’s competencies. Proponents note the stagnancy of women’s participation absent government intervention.  Heloisa Bedicks of the IBGC has stated, “The quota gives us the necessary sense of urgency in this matter.”  Likewise, Luiza Trajano, owner and board member of Magazine Luiza, recently commented:

We have 7% women on boards of companies with stock market shares. If I and the daughters of business owners are not counted, the index drops to 2%. It will take 110 years to match the male presence. The (executive) women themselves told me that the criteria for ascension should be meritocracy. And I said, “Then wait 110 years.”17

The momentum surrounding the bill is a promising development for gender parity in Brazil’s corporate world, at least within SOEs. The world eagerly waits to see whether the bill will finally pass, and is optimistic that Brazilian companies will adopt the IBGC’s Code of Best Practices and also recognize the intersection of race in the ethnically diverse nation as well.

1 World Factbook: Brazil, Central Intelligence Agency, https://www.cia.gov/library/publications/the-world-factbook/geos/br.html (last updated Aug. 23, 2018).

2 According to the study “Projeção da População do Brasil por Sexo e Idade para o período 200/2060 e Projeção da População das Unidades da Federação Por Sexo e Idade para o período 2000/2030” [Projection of Population of Brazil by Sex and Age for the period 2000/2060 and Projection of Population of Units of the Federation by Sex and Age for the period 2000/2030], of the Instituto Brasileiro de Geografia e Estatística (IBGE or Brazilian Institute of Geography and Statistics).

3 Brazil - Population, female (% of total), Trading Economics, https://tradingeconomics.com/brazil/population-female-percent-of-total-wb-data.html (last visited Aug. 29, 2018).

4 Luisita Lopez Torregrosa, Paving a Way for Women in Brazil, N.Y. Times (Nov. 15, 2011), https://www.nytimes.com/2011/11/16/world/americas/16iht-letter16.html.

5 Why has Dilma Rousseff promoted so few women?, The Conversation (Mar. 20, 2015), http://theconversation.com/why-has-dilma-rousseff-promoted-so-few-women-38935.

6 Speech available at http://oglobo.globo.com/brasil/temer-diz-que-mulheres-analisam-melhor-precos-de-supermercado-21032564 (last visited Mar. 27, 2017).

7 IBGC Code of Best Practices of Corporate Governance (2015), http://www.ibgc.org.br/userfiles/files/2014/files/CMPGEN.pdf.

8  Id.

9 Women on Boards 2011, Catalyst (Sept. 2011).

10 Mulheres no Conselho de Administraçao, Instituto Brasileiro de Governança Corporativa (Nov. 2011), http://www.ibgc.org.br/biblioteca/download/IBGC_2009_Pesquisa%20Mulheres...pesq.pdf.  

11 Brazil Board Index, SpencerStuart 5 (2016), https://www.spencerstuart.com/-/media/pdf%20files/research%20and%20insight%20pdfs/brazil-board-index-2016_031617.pdf.

12 Mulheres avançam em ritmo lento ao topo do mundo corporativo (“Women move slowly to the top of the corporate world”), Gênero e nũmero (May 25, 2017), http://www.generonumero.media/mulheres-avancam-comando-mundo-corporativo/.

13 Bill No. 112 (2010).

14 Gênero e nũmero, supra note 12.

15 Comissão fixa cota de 30% de mulheres em conselhos de administração de empresas públicas (“Commission sets quota of 30% of women on boards of directors of public companies”), Câmara dos Deputados (Aug. 18, 2017), http://www2.camara.leg.br/camaranoticias/noticias/ADMINISTRACAO-PUBLICA/539334-COMISSAO-FIXA-COTA-DE-30-DE-MULHERES-EM-CONSELHOS-DE-ADMINISTRACAO-DE-EMPRESAS-PUBLICAS.html.

16 PL 7179/2017, Câmara dos Depuatdos, http://www.camara.gov.br/proposicoesWeb/fichadetramitacao?idProposicao=2126313.

17Quase apanhei até das mulheres ao defender cotas em empresas’, diz dona do Magazine Luiza (“‘I almost caught up with women when defending quotas in companies,’ says owner of Luiza Magazine,”), BBC Brazil (Mar. 2018), http://www.bbc.com/portuguese/brasil-43466259.