Mol, Anderson Luiz RezendeFreitas Neto, Raimundo Marciano de2019-08-192019-08-192019-05-08FREITAS NETO, Raimundo Marciano de. Ensaios sobre a atuação do Conselho de Administração em companhias listadas no Novo Mercado da B3. 2019. 101f. Tese (Doutorado em Administração) - Centro de Ciências Sociais Aplicadas, Universidade Federal do Rio Grande do Norte, Natal, 2019.https://repositorio.ufrn.br/jspui/handle/123456789/27567This thesis has three main objectives, separated in three interconnected articles which share a common theme – the role played by the board of directors of firms listed on B3’s Novo Mercado – and a common method to infer this role: a content analysis of the board meetings minutes, based on a classification scheme proposed by Schwartz-Ziv and Weisbach (2013). The first objective was an analysis of the role played by the boards under three theoretical settings: Agency Theory, Socioemotional Theory, and Legalist Approach. We found that the primary role played by boards was the managerial one, opposing the theoretical Agency proposition that it should be supervisory. This result is also held for a subset of familymanaged companies, diverging from the Socioemotional theoretical background, and does not seem to be influenced by the presence of blockholders in the firm’s ownership structure. Besides, it was verified that the Brazilian Corporate Law is associated with less than half of the boards’ reported work and thus cannot be argued as being the quintessence of its role; and that there is no associative pattern between board composition and its main role, which translates into the number of members, independence and gender diversity being insufficient to direct board activities. The second objective was to analyze if boards have been displaying any level of institutional isomorphism and whether director interlocking influences this process. We found no systematic similarity between boards’ roles when aggregated at Novo Mercado or Industry levels. Besides, there is no evidence of interlocked boards having more similar roles than the ones which do not share directors. It was concluded that boards are not being subject to significant influences from coercive, mimetic, or normative isomorphic pressures. The third objective was an analysis of the influence of board role over the cost of capital, using as theoretical background Agency and Resource Dependence theories, and the wealth redistribution hypothesis. Meeting frequency was found to be necessary for the effectivity of board role, and that emphasizing supervisory duties is associated with a discount in the cost of equity. As we found no evidence of a relationship between the cost of debt and the role played by boards, we cannot infer that there is a substantial divergence between the interests of shareholders and debtholders. Thus, adopting a monitoring-oriented approach should improve the capital structure of the company, as it benefits at least one class of stakeholders.Acesso AbertoPapel do Conselho de AdministraçãoEstrutura de controleLei das Sociedades AnônimasIsomorfismoCusto de capitaldoctoralThesisCNPQ::CIENCIAS SOCIAIS APLICADAS::ADMINISTRACAO