The Implementation of Internal Controls and Audit Committee under the SOX Act: the case Petrobras

Abstract

The capital market's globalizations intensified the need to solve the problems identified in open capital companies, like the structure of ownership, the interests' conflict between shareholders and managers, the transparency's lack and not always correct conduct with minority shareholders; and it strengthened the movement of Corporate Governance. Established in 2002, aiming to restore the credibility of the north-American capital market, the Sarbanes-Oxley Law (SOX) brought the implementation of reliable internal controls and the audit committee as challenges for the Brazilian companies with shares traded in U.S.'s market. The study attempts to clarify the following question: What are the procedures adopted by Petrobras to implement the determination expressed in sections 301 and 404 of SOX Law? The aim of this research is to analyze the evolution of Corporate Governance and the deployment of sections of internal control and audit committee in Petrobras, according to the SOX Law. The methodology includes an exploratory search, of a qualitative nature, based on documental research, bibliographic and a study of Petrobras' case. The collected data's analysis leads to the conclusion that Petrobras is seeking the best practices of Corporate Governance - with transparency, reliability and credibility - and that they converge to meet the recommendations in sections of the SOX Law and contribute to improving the relationship with investors, managers, employees and customers.