Being part of a board of directors is to integrate a select influence and decision club – in Brazil and worldwide. Few have access and many want to participate.
The profession arouses the interest of experienced executives, market experts and influential names. Conquering a chair in this restricted group requires much more than robust curriculum: it takes constant professionalization, strategic networking, strong reputation and often the confidence of those who already occupy positions of influence. It is an extremely competitive process.
This high level game is in full swing at this time. The 2025 assemblies season ends at the end of April and concentrates most of the elections for the boards of the main Brazilian companies. According to a survey of the Anima Communication in Governance, 55 companies that make up Ibovespa will elect their boards of directors this year, considering at least two full members, in a total of 453 seats.
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It is up to the investor to look with magnifying glass who are the nominated candidates and what is the history of acting of these names. The study of Anima confirms that being part of a board of directors is still, to a large extent, to integrate a very homogeneous group. Most counselors are composed of middle-aged men, usually professionals with consolidated careers such as high-ranking executives, former census and strategic areas. The most common formations are in Administration, Engineering, Economics and Law.
The female presence remains minority. By 2025, only 22.5% of candidates for Ibovespa companies are women, a percentage that evolves slowly. A relevant data, however, is that, unlike men, most of them have an independent profile, that is, it is not directly linked to the companies’ controllers.
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This reveals an important trait of current dynamics: Without the majority support of controllers’ nominations, they often need to prove their ability to effectively contribute to the strategic decisions of companies. The predominance of independent women is also an indicative that diversity in the councils is even more due to individual merit than by institutional commitment to inclusion.
Movement towards diversity and independence needs to be understood and valued by each investor. Active engagement in assemblies, especially in the critical evaluation of the names indicated by the companies, is critical to ensuring that the council reflects the company’s interest – not just that of management or controllers. In Brazil, the investor participation profile is passive, and the degree of absenteeism is very high. Investors do not even seem to be curious to participate in an assembly.
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The effective participation of individual investors in this process is still quite limited – even among the most engaged. Cases such as the Berkshire Hathaway Assembly, which usually attracts great attention from the base of individual shareholders, are exceptions that confirm the rule: governance is still a distant theme of most small investors, including the United States.
Another issue that begins to enter the radar of Brazilian companies is overboarding – when the same counselor occupies seats in several advice simultaneously, which can compromise his dedication and effectiveness. Although still little discussed in Brazil compared to mature markets such as USA and Europe, the theme has already motivated reflections on relevant companies such as Eletrobras. It is a sign that governance practices in the country are evolving and seeking higher standards of responsibility.
In low market moments, such as what we currently live, it is natural for individual investors to feel unmotivated to participate in the shareholders’ assemblies. The devaluation of assets and the sense of impotence in the face of volatility often leads to apathy or removal from corporate debate.
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However, it is precisely in these periods that close monitoring of corporate governance becomes even more crucial. Decisions made by the boards of management during seizures can shape the future of companies – and, consequently, the recovery of investments. Participating in the assemblies, analyzing the names nominated to the Board, questioning compensation policies and charging coherent strategies with the economic moment are attitudes that strengthen the shareholder’s position and help build more resilient and transparent companies.
If at this point the meeting of the company in which you invest has not yet happened, perhaps there is still time to participate, even if just to observe. But if it is not possible this year, which 2026 serve as a turnaround: with more time to find out, follow the documents sent by the companies and understand how an assembly works closely, the investor can take a more active role in governance. After all, even with a single action, it is already possible to exercise this right. And in the long run, engagement and information are also ways to protect and value the investment itself.
