Atlas · Governance
Minimum percentage of independent members on the Board of Directors of public companies and mixed-economy companies
AnswerThe Board of Directors of public companies and mixed-economy companies must have at least 25% independent members, or at least 1 independent member if minority shareholders exercise multiple voting rights.
Reviewed on 2026-10-02 · next review 2027-04-02
Data
| Who | Minimum percentage | Exception | Source | Data of record |
|---|---|---|---|---|
| Public companies and mixed-economy companies | 25% independent members | At least 1 independent member if minority shareholders exercise multiple voting rights | Law n.º 13.303/2016, art. 22 | 30/08/2016 |
| Public companies and mixed-economy companies | The percentage does not apply to board members elected by employees | Art. 22, § 3º of Law 13.303/2016 | Law n.º 13.303/2016, art. 22 | 30/08/2016 |
| Public companies and mixed-economy companies | Board members elected by minority shareholders are counted for the percentage | Art. 22, § 4º of Law 13.303/2016 | Law n.º 13.303/2016, art. 22 | 30/08/2016 |
Data consulted on 02/10/2026.
Basis
- Law n.º 13.303/2016 (Planalto, in Portuguese): Art. 22 establishes that the Board of Directors of public companies and mixed-economy companies must have at least 25% independent members, or at least 1 independent member if minority shareholders exercise multiple voting rights. The text defines criteria for independence and sets exceptions.
How it applies
The rule applies to public companies and mixed-economy companies, requiring at least 25% of the Board of Directors members to be independent. In cases where minority shareholders exercise multiple voting rights, the minimum drops to 1 independent member. Board members elected by employees are not counted for the percentage, while those elected by minority shareholders are included in the calculation.
Limits
- The rule does not apply to board members elected by employees (Art. 22, § 3º).
- Board members elected by minority shareholders are counted for the percentage (Art. 22, § 4º).
- The percentage is calculated based on the total number of titular members of the Board of Directors, with rounding according to rules established in § 2º of Art. 22.
- The definition of independent member is in Art. 22, § 1º, and includes restrictions such as ties to the company or its controllers.
- This card covers only public companies and mixed-economy companies; other joint-stock companies follow Law 6.404/1976, which does not establish a minimum percentage of independence.
- Subsequent changes should be checked in the official source (Planalto) and at CVM, if there is additional regulation.