Análises das diferenças entre a estrutura de controles internos requeridos pela Lei Sabarnes-Oxley (SOX) e instruções emanadas da Comissão de Valores Mobiliários (CVM), aplicados às empresas brasileiras de capital aberto

Abstract

Currently, Brazilian companies have their shares traded at United States, been subjected to the requirements of the SOX. The adherence to the Law demanded great efforts from those companies in order to complete the required processes to maintain adequate internal controls over financial reporting. These processes consume financial resources of companies regerding the costs of implementation and maintenance of internal controls, employee training, flawed controls remediation, among others. Getting these processes to work correctly is the biggest factor in long-term assurance regarding the reliability of financial reporting. With regard to internal control, most companies have some control system, with different degrees of scope and complexity, however, in many there is no link between the employees of control activities and those that take strategic decisions, remaining a risk over activities . Besides the importance of internal control, it is necessary that appropriate structures are deployed, supported by certification processes and databases at risks and controls. The internal control and corporate governance are closely related, in other words, good governance requires well established and effectively executed internal controls. This study seeks to answer the following research question: Which is the feasibility of a privately held company, with views to opening, to deploy, in addition to the controls required by Brazilian law, a tighter framework of internal controls over financial reporting, similar to the requirements of SOX? According to the research problem, it was observed that some private companies are adapting to new market requirements through the management of corporate governance. Good governance practices seek to increase the market value of enterprises, improve their performance and competitiveness, and contribute to its sustainability. In relation to the first specific objective, was verified the existence of significant changes in Brazilian law regarding requirements for improving the quality of internal controls of companies, bringing with it, by intervention of CVM, the creation of the Hornbook on Corporate Governance, in order to give the recommendations related to governance and risk management, conflicts of interest and information asymmetry. As an example, we can cite the one related to companies reports, that requires, at the time of financial statements, should disclose the report prepared by management with the discussion and analysis of the factors that significantly influence the results, indicating the main risk factors, both internal and external, that the company presents, it also recommends to shareholders and guides them through the perspectives of the business environment in detail to the policies adopted by management. Regarding the second specific objective, it can be observed within all the existing literature the importance of the capital markets credibility, that demands greater display of financial and accounting information, which has enabled enterprises to increase the levels of financial disclosure. Some of the main points of SOX lays in the pursuit of reducing the information asymmetry, a result that depends on the emission of rules that ensure complete and efficient financial informations, but also requires a total collaboration by the organizations.