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Representação e vinculação da sociedade pelos “administradores-auditores” : a propósito da delimitação da fronteira entre a administração e a fiscalização pela comissão de auditoria
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This dissertation offers a comprehensive legal analysis of the Audit Committee's legal status and representation authority within the Anglo-Saxon corporate governance framework, as integrated into Portuguese law following the 2006 reform of the Portuguese Companies Code. Influenced by the United States (USA) and the United Kingdom’s (UK) best governance practices, and later reinforced by the European Union (EU), this model challenged and reshaped the traditional separation between management and supervision by introducing the “auditor-director” figure, seated on the Board of Directors with the purpose of independent oversight. Starting with a comparative historical analysis of legislative evolution in the USA, the UK, and the EU, this study initially seeks to uncover the need for a new body as a regulatory response to financial scandals and the progressive strengthening of internal monitoring mechanisms. It then critically analyses the legal nature of the Audit Committee under Portuguese law, engaging with the three prevailing theses that characterize it as a purely supervisory body, as a mere internal subdivision of the Board of Directors, or as a hybrid corporate body combining managerial and supervisory features. Furthermore, it explores the role of each figure serving on the Board within this model, highlighting and elaborating on the main difference: the exercise of executive functions. The core of the dissertation examines the external dimension of the director-auditor’s role: the power to bind the company in dealings with third parties. The study synthesizes the general regime of corporate representation and seeks to combine it with the specific prohibitions on executive functions, raising practical questions of corporate life for which the legislation offers no answer. Ultimately, by articulating the interaction between corporate representation, the separation of powers, and the hybrid nature of the Audit Committee, this study seeks to identify the legal response mechanisms for various problems that arise within this legal framework, hoping to contribute to a theory that is far from being uniform.
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Anglo-saxon governance model Audit committee Auditor-director Binding authority Board of directors Corporate representation Executive functions Management Portuguese companies code Supervision
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Licença CC
Sem licença CC