shareholders and other stakeholders, is one of the topics frequently discussed in the
literature (Çemberci, Basar and Yurtsever, 2022).
In its most diverse aspects, corporate governance options will determine the efficiency
and effectiveness of the management of companies regarding the challenges of
competitiveness, internationalization and globalization, access to capital markets and
their sustainability as organizations integrated in a specific community. At the same time,
they have increasingly attentive and demanding stakeholders determined to defend their
interests (Quaresma, Pereira and Dias, 2014).
It should be noted that corporate governance is something completely different from the
daily activities of operational management, as it goes further in its perception and
operation. It is, therefore, considered to be a management and control system that
dictates how a board of directors manages and supervises a company.
The literature provides several definitions of corporate governance. In 1776, Adam
Smith, in his work entitled “The Wealth of Nations” raised the hypothesis that with the
separation between ownership and control within organizations, they would be managed
by people who would not have the same type of interest and attention as the owners
(Quaresma, Pereira and Dias, 2014). Over a century later, Berle and Means (1932)
analysed the separation between ownership and control that gives administrators the
possibility to pursue their interests in favour of the interests of owners. Jensen and
Meckling (1976) detailed the concept of Agency Theory, which refers to the separation
between ownership (principal) and agent (management), considering that the manager
may act in the sense of not maximizing profit for the shareholder, leading to conflict of
interests and agency costs associated with monitoring management. Donaldson and
Preston (1995) presented the stakeholder theory, showing that all stakeholders of
organizations, in their relationships with organizations, seek to obtain benefits.
Accordingly, there is no reason to choose a set of interests over others, expanding
management's interaction with all those who have a relationship with it and not just with
shareholders. Since then, many studies have focused on this concept. However it is
believed that this separation, ownership and management, becomes inevitable as
markets become more developed.
The various financial scandals that occurred in the 20th and 21st century, which at their
base involved acts of mismanagement by companies, led to a growing concern of states
and market regulators for the issuance of laws (Anglo Saxon markets) and principles
(European market), whose purpose is to guide the activities of organizations in terms of
corporate governance. Common sense suggests that companies with a corporate
governance structure aligned with Best Practices Codes should have better management
(Fama and Jesen, 2003). Corporate governance is thus under the scrutiny of the market.
Cadbury (1992) defined corporate governance as “the system by which companies are
managed and controlled”, the OECD developing this concept a little further by indicating
that it “involves a set of relationships between the management of the company, its
management body, its shareholders and other subjects with relevant interests. Corporate
governance also establishes the structure through which the company's objectives are
set and the means to achieve those objectives are established and controlled. Good
corporate governance must provide adequate incentives for the board of directors and