0:00 -- Intro.

1:47 -- Start of interview.

2:39 -- Sandra's "origin story". She was born and grew up in Sao Paulo, Brazil. After graduating from UNIP with a degree in communications she worked as a journalist for 10 years. She later transitioned to executive roles. In 1995, she was invited by Bengt Hallqvist to join a group to discuss issues impacting boards in Brazil. "She had nothing to do with boards at the time." "[B]ut she fell in love with the topic." That led to the creation of the Brazilian Institute of Board Members, rebranded the Brazilian Institute of Corporate Governance five years later. 

10:06 -- On founding her firm Better Governance in 2005 "to be fully dedicated to corporate governance".

12:20 -- On her book "The Black Box of Governance" (2021) "The book presents a guide to behavioral tools enabling directors and executives to confidently navigate the boardroom, improving interactivity and the efficiency of the decision-making process."

19:13 -- On the evolution of corporate governance in Brazil in the last 25 years. Overview of the Novo Mercado (created in 2000). At the time this McKinsey report was influential. The Brazilian corporate law was revised in 2001. The first company to be listed in Novo Mercado was only in 2002 (the market was slow to adopt it). The year 2007 was a record year for IPOs in Brazil. In this period "Brazil was a benchmark" for the region. "But then there was a plateau, a stagnation."

25:57 -- About the Brazilian Corporate Governance Code (for Listed Companies). She started this process in 2013 when she was Chair of the IBGC with the formation of "The GT Interagentes" (Interagents Working Group) comprised of 11 of the most important agencies related to the capital markets. There were two observing entities: CVM (Brazilian securities regulator) and BNDES (Brazilian development bank).

29:32 -- On the influence of the Brazilian Corporate Governance Code and the state of Novo Mercado today.

34:48 -- About the Lava Jato (Car Wash) Investigation, Petrobras and corruption in Brazil.

36:09 -- On the governance of state-owned enterprises. "For me, it doesn't work."

40:27 -- About Crisis-Resilient Boards: Lessons from Vale (article published on Harvard Law School Corporate Governance Blog) and latest ESG trends in Brazil (including the SEC's suing Vale for making false and misleading claims). "Nothing resists the culture that you have installed."

51:00 -- On ESG in Brazil. "The international institutional investors are the ones really leading and raising the bar." "For me, I'd be happy when the time comes where we would no longer need to use this acronym, it should [just] be embedded in strategy." "The G (in ESG) is the driver of everything."

57:04 -- On the future of corporate governance in Brazil. "The drivers are both fear and greed." "Governance may have to change profoundly [particularly] given the governance models of startups and scaleups. We may have to rethink flexibility in governance models."

01:02:28 - Novels that have greatly impressed her: 

1. Animal Farm and 1984 by George Orwell (1945 and 1949)
2. House of Spirits, by Isabel Allende  (1982)
3. Name of the Rose, by Humberto Eco (1980)

*Corporate governance books that have greatly influenced her:

1. A History Corporate Governance 1602-2002, by Paul Frentrop (2003)
2. Corporate Governance and Chairmanship: A Personal View, by Sir Adrian Cadbury (2002)

01:04:57 - Who were your mentors, and what did you learn from them? 

1. Bengt Hallqvist, the founder of IBGC. "He was the one that introduced corporate governance to me,  and with that he changed my life."

01:06:00 - Are there any quotes you think of often or live your life by? 

1. "Things can always be better."

01:06:48 -  An unusual habit or an absurd thing that she loves: dancing!

Sandra Guerra is the founder of Better Governance and has served on the boards of listed, closed, family-controlled and state-controlled companies as well as of non-profit organizations both in Brazil and abroad. She was one of the founding members of the Brazilian Institute of Corporate Governance (IBGC). She's the author of “The Black Box of Governance” published by Routledge in 2021.

__

 You can follow Evan on social media at:

Twitter: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License

You can follow Evan on social media at:

X: @evanepstein

LinkedIn: https://www.linkedin.com/in/epsteinevan/ 

Substack: https://evanepstein.substack.com/

__

To support this podcast you can join as a subscriber of the Boardroom Governance Newsletter at https://evanepstein.substack.com/

__

Music/Soundtrack (found via Free Music Archive): Seeing The Future by Dexter Britain is licensed under a Attribution-Noncommercial-Share Alike 3.0 United States License