We had the pleasure of a deep conversation on boards and governance with Mauro da Cunha, one of the most experienced independent directors in Brazil.

After a career as an equity investor, he spent seven years running AMEC (the Brazilian association of institutional investors) before building a deep and high profile portfolio of independent-director positions at major listed Brazilian companies: Petrobras, Vale, Eletrobras, Totvs, Klabin, BR Malls, Embraer and Hypera, among others past and present.

At Petrobras he was the first independent director, voted alone against the financial statements, and helped trigger disclosure of ~R$88bn in asset overstatement during the Lava Jato crisis.

In this conversation, Mauro covers how independent directors actually build influence, why opacity is the foundational problem in governance, why openly registered dissent is ”governance at its best,” Board culture, the S-curve of director tenure, why CEO and chairman roles must be split, and why AI conversations in boardrooms are still at ”1 out of 10.”

A masterclass in board craft from someone who has dedicated well over a decade to the practice.

(00:00) Introduction

(03:52) ”What you'll get from me is commitment”

(13:03) Boards are too opaque and why open dissent is governance at its best

(19:21) Board culture, reading the room, and the best board he ever served on

(22:59) Director tenure as an S-curve

(31:51) AI in the boardroom: the ”science fair” and a maturity of 1 out of 10

(39:37) Why the CEO and chairman roles must be split

(42:41) AI's first real board issue: talent, hiring and career paths for future leaders

(45:32) Right-sizing businesses for AI: the question of incentives

(46:46) Why it goes wrong when boards try to make executive decisions

(47:57) Controlled vs widely-held boards and why control raises risk-aversion

(48:55) The Petrobras Lava Jato story: R$88bn of overstated assets

(52:16) Never compromise on your red lines