Executive compensation and employee benefits—Brazil—Q&A guide

The following Share Incentives practice note provides comprehensive and up to date legal information covering:

  • Executive compensation and employee benefits—Brazil—Q&A guide
  • 1. Provide an overview of the primary sources of law, regulation and practice that govern or affect executive compensation arrangements or employee benefits.
  • 2. What are the primary government agencies or other entities responsible for enforcing these rules?
  • 3. Are any types of compensation or benefits generally subject to specific corporate governance requirements or approval by shareholders or government agencies? What is the general process for obtaining approval?
  • 4. Under what circumstances does the establishment or change of an executive compensation or benefit arrangement generally require consultation with a union, works council or similar body?
  • 5. Are any types of compensation or benefit arrangements prohibited either generally or with respect to senior management?
  • 6. What rules apply to compensation and benefits of non-executive directors?
  • 7. Must any aspects of an executive’s compensation be publicly disclosed or disclosed to the government? How?
  • 8. Are employment agreements required or prevalent? If so, what provisions are common? Are any terms prohibited or unenforceable?
  • 9. What are the prevalent types and structures of incentive compensation? Do they vary by level or type of organisation?
  • More...

Executive compensation and employee benefits—Brazil—Q&A guide

This Practice Note contains a jurisdiction-specific Q&A guide to executive compensation and employee benefits in Brazil published as part of the Lexology Getting the Deal Through series by Law Business Research (published: November 2020).

Authors: Mattos Filho, Veiga Filho, Marrey Jr e Quiroga Advogados—Isabel Bueno; Dario Rabay; Fernanda Kazakevicius; Tomas Machado de Oliveira

1. Provide an overview of the primary sources of law, regulation and practice that govern or affect executive compensation arrangements or employee benefits.

In Brazil, the primary sources of law applied to executive compensation and employee benefits matters are the Federal Constitution and the Labour Code. In addition, other federal laws, collective bargaining agreements, ordinances issued by the Ministry of Economy (former Ministry of Labour and Employment), employment agreements and companies’ policies or handbooks (if any) also govern executive compensation arrangements and employee benefits.

The primary sources of law applied to executives who are not engaged as employees are the Civil Code, federal laws, articles of association or by-laws and regulatory rules (ie, particular rules applied to a business sector, if applicable), individual agreements and companies’ internal policies (if any).

In Brazil, courts can classify an individual as an employee irrespectively of his or her engagement status, if he or she renders services to another individual or to a company on a personal and habitual basis, under subordination (ie, the individual

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