Corporate Governance Trends in Brazil

 

Back to Global Corporate Governance Trends for 2026

 

Political and geopolitical volatility narrowing focus and ambition

Brazilian boards enter 2026 in a context of political uncertainty and global instability. Directors foresee a volatile election year that may prolong fiscal leniency and weaken investor confidence. At the same time, the realignment of international alliances, new trade barriers, and the reorganization of supply chains are directly influencing business models. Many interviewees noted that boards are learning to “navigate in the fog,” making decisions amid macroeconomic uncertainty while maintaining a long-term view. In this landscape, companies are focusing primarily on financial health, prioritizing efficiency, liquidity, and cash sustainability before resuming more ambitious plans.

This environment requires boards to act as anchors of rationality, helping management maintain focus on mission, capital allocation, and resilience rather than reacting to political pressures. The chair’s role is essential in maintaining calm and objectivity in discussions. Forward-looking boards have engaged external experts to contextualize risks and strengthen decision-making.

Ultimately, success in 2026 will depend on the board’s ability to translate volatility into long-term vision, ensuring strategic clarity amid turbulence.

 

AI and cybersecurity becoming core board mandates

AI has moved from an abstract concept to core governance responsibility. Directors described a clear gap between awareness and readiness: although most acknowledge AI’s strategic importance, few companies have the structure, data, and technological fluency required to oversee it effectively. Fragmented data, outdated systems, and vague accountability remain familiar challenges. Even so, the pressure to act is growing as competitors appear to use AI to reduce costs, automate processes, and gain analytical advantage. Cybersecurity, now inseparable from AI, is also becoming more prominent in board agendas, especially after large-scale global incidents.

Though there is greater awareness of the topic, boards are in short supply of true insight to drive concrete decision-making. Many boards are still in the learning phase, discussing how to integrate AI and digital security into strategy in a practical way. In response, some boards have created technology or innovation committees, promoted “AI 101” director workshops, and invited external experts to bridge knowledge gaps. Oversight is evolving from a passive monitoring role to one of active leadership, questioning not only which technologies are implemented, but also how responsibly and strategically they are governed. In 2026, technological fluency will be one of the key differentiators for boards.

 

Human capital, leadership, and succession as strategic priorities

Experts agree that people and succession have become strategic priorities, not merely operational ones. Brazil faces a narrow leadership pipeline, with a growing gap between experienced CEOs and younger executives. Boards recognize that developing internal successors has become more challenging, demanding more than ever their deliberate and structured oversight. Human capital supervision is increasingly extending beyond compensation to encompass culture, leadership development, and succession planning for both executives and board members.

Although most boards maintain formal succession plans for CEOs, few address their own succession with the same rigor. Processes remain largely non-transparent and, in many cases, still influenced by controlling shareholders. The most mature boards use competency matrices to anticipate future needs and align succession with corporate strategy. In 2026, the success of boards will be measured by their ability to balance continuity and renewal, fostering diverse perspectives, readiness, and leadership depth at all levels.

 

Growing importance of board effectiveness and accountability

Effectiveness and internal culture have become invisible differentiators of high-performing boards. Interviewees agreed that structure and process matter less than trust, courage, and feedback. Evaluation practices are normalizing and becoming more consistent: most boards conduct annual internal reviews and external assessments every two years. However, quality still varies — in some cases, processes remain a mere formality; in others, they have evolved into open and constructive conversations that influence succession, renewal, and leadership development within the board.

Interviewees highlighted the growing importance of individual director evaluation and anticipate it will increasingly be folded into annual assessment processes. This practice, though still not widely adopted in Brazil, has proven unmatched in promoting self-reflection, development, and improvement. The role of the chair is central to this evolution. Chairs who foster open dialogue and manage differences constructively strengthen cohesion and decision quality. Many are complementing formal assessments with informal meetings, one-on-one discussions, and ongoing feedback sessions.

The trend for the coming years is for evaluation to evolve from a compliance requirement to a cultural tool for continuous learning. In 2026, boards that institutionalize continuous improvement and psychological safety will set a new standard for corporate governance excellence.

 

ESG shifts from theory to strategic integration

ESG remains on board agendas in Brazil, though with less intensity and more business-aligned pragmatism. Directors described a shift from aspirational rhetoric to measurable action, with environmental goals increasingly linked to financing, risk management, and operational efficiency rather than corporate reputation alone.

Social and diversity targets remain relevant but are being pursued with less rhetoric and greater accountability. In environmental matters, the introduction of the IFRS S1 and S2 standards is accelerating this professionalization; particularly, in regulated sectors such as financial services, energy, and industry.

Directors emphasize that good governance is the foundation of credible sustainability. Many warned about weak enforcement and low transparency within Brazil’s governance ecosystem. The institutional weakening of regulatory bodies, such as the CVM, has contributed to a deficit of investor confidence, making it essential for boards to reinforce internal accountability, independence, and ethical coherence.

Boards increasingly recognize that ESG must be integrated into corporate strategy and capital planning to be effective and credible. Leading boards are refining metrics, focusing on areas of greatest impact, and balancing stakeholder expectations with shareholder returns. The ESG conversation is evolving from why to how: how sustainability drives profitability, how governance is essential for accountability, and how transparency rebuilds market trust. Boards that internalize this integrated and institutionally grounded approach will define the next era of responsible growth in Brazil.