This dissertation consists of three studies related to corporate governance of equity mutual funds in a framework of relations between the three closely interrelated actors of mutual fund industry. The mutual fund advisers, the shareholders and the mutual fund board being the advocate of shareholders rights. The first study analyzes the advisory fee, using a survivorship bias free data set of 176 equity funds managed by 125 different advisers. The price of professional portfolio management provided by the mutual fund adviser depends not only on the fund characteristics but also on the fund objective, the adviser's portfolio related and management based decisions, and the portfolio performance. I find that the advisers may reduce their own costs through the use of derivatives or manipulate the actual fee contract by engaging in soft dollar agreements. Advisers actively manage the advisory fee contracts responding to the outcome of their management decisions. The advisory fee increases after voluntary fee reimbursement or if the adviser is not fully reimbursed for certain services. Risk taking behavior is the main motivation behind the structure of advisory contracts. Also, I show that non-surviving funds have higher advisory fees, suggesting competitive fee pricing may be necessary for survival. The second study focuses on the relation between general board characteristics, independent director characteristics and the advisory fee which is solely an outcome of the negotiations between the fund board and the adviser, thus a good proxy for the governance skills of the board. I also examine the impact of SEC's regulation change of 2000. Mutual fund scandals that took place after the regulation change of 2000 suggested that besides the fraction of independent seats, the individual characteristics of the members that occupy board seats are crucial for mutual fund board governance. I find that boards benchmark objective average fee but not necessarily for the best interest of shareholders. Shareholders are likely to benefit from the expertise of members with higher tenure and finance backgrounds. Although increase in board independence is likely to contribute to board governance, the effect of 2000 regulation change of board independence on its arguably target group is limited. Nominating committee improves the board governance. Although the results do not suggest that an independent chairman directly improves board governance, I find modest evidence that the impact of an independent chairman is likely to depend on the expertise of the member that would occupy the chairman seat. Third study analyzes a specific tool, soft dollar arrangements using a survivorship bias free data set of 432 equity funds managed by 129 different advisers. Soft dollar arrangements affect all three actors of mutual fund industry. They are widely used by the advisers, have to be monitored closely by the fund board and eventually affect the overall wealth of shareholders. Fund advisers determine the broker base, scope of brokerage services and whether to self produce or outsource brokerage services through soft dollar arrangements. In return, shareholders expect to benefit from better fund performance and reduction in advisory fee. I find that transaction execution not necessarily motivated by additional brokerage services is likely to be responsible for high turnover. Construction of brokerage base by the adviser is not arbitrary. Advisers ex ante construct the broker base in order to minimize the brokerage commissions and considering ex post soft dollar arrangements. Transaction execution related services lead to less brokerage commissions and soft dollar use while both increase if research is a consideration for broker participation. More concentrated broker base leads to lower brokerage fee and higher soft dollar use. Results indicate that advisers enforce competition within brokerage industry for lower cost of transaction execution. Shareholders benefit from increasing soft dollar use through performance improvement and reduction in advisory fee. Yet, the cost of soft dollar arrangements seems to exceed their benefit to shareholders. If the results indicate competition within brokerage industry for lower cost of transaction execution, the undisclosed premium paid for the additional services are likely to be responsible for this adverse effect.

Submitted by Luiz Fernando Hideichi Sasaki (luiz.sasaki@susep.gov.br) on 2016-08-02T19:55:32Z No. of bitstreams: 1 Luiz Sasaki - versão aprovada 29_07_2016.pdf: 2676534 bytes, checksum: 99cae22120aa59917795862e37f9f5b0 (MD5) / Approved for entry into archive by ÁUREA CORRÊA DA FONSECA CORRÊA DA FONSECA (aurea.fonseca@fgv.br) on 2016-08-03T16:32:17Z (GMT) No. of bitstreams: 1 Luiz Sasaki - versão aprovada 29_07_2016.pdf: 2676534 bytes, checksum: 99cae22120aa59917795862e37f9f5b0 (MD5) / Approved for entry into archive by Maria Almeida (maria.socorro@fgv.br) on 2016-08-23T19:56:49Z (GMT) No. of bitstreams: 1 Luiz Sasaki - versão aprovada 29_07_2016.pdf: 2676534 bytes, checksum: 99cae22120aa59917795862e37f9f5b0 (MD5) / Made available in DSpace on 2016-08-23T19:57:07Z (GMT). No. of bitstreams: 1 Luiz Sasaki - versão aprovada 29_07_2016.pdf: 2676534 bytes, checksum: 99cae22120aa59917795862e37f9f5b0 (MD5) Previous issue date: 2016-07-29 / Examining the prevalence of transparency in the sale of auto insurance in Brazil and around the world, this study considers the costs and benefits of this transparency through two surveys and based on extensive contextual and scholarly analyses. The agency relationship in the insurance intermediation consists of two principals (the consumer and the insurer) and one agent (the insurance broker). This relationship presents a classic principal-agent dilemma where the broker’s compensation system — in which insurers pay the brokerage commission — may portend negative effects for consumers. The international survey queried insurance supervisors and organizations representing insurers and insurance brokers about global practices related to the transparency in the auto insurance sale and received responses from 39 foreign jurisdictions (in addition to the European Commission). In the national survey, 191 Brazilian insurance brokers answered a questionnaire on their practices and opinions related to transparency in the auto insurance sale. The results show that 24 out of the 39 international jurisdictions analyzed require or encourage the disclosure of brokerage commissions to consumers. In jurisdictions where disclosure is compulsory, there is prior (prior to the decision made by the consumer) and active (without being requested by the consumer) transparency. In the national survey, results showed that 92% of insurance brokers (legal entities) in Brazil do not disclose to consumers the amount of brokerage commission received, and that 93% of brokers are against active disclosure and 92% against passive disclosure (at consumer request). Given these results, and based on the theoretical and empirical evidence examined, this study recommends the adoption of transparency requirements relating to prior and active disclosure of brokerage commissions in Brazil. / Ao examinar o domínio da transparência na venda do seguro automóvel no Brasil e no mundo, este estudo leva em consideração os custos e benefícios da transparência por meio de dois surveys e com base numa extensa análise contextual e acadêmica. A relação de agência que se forma na intermediação do seguro consiste de dois principais (consumidor e seguradoras) e um agente (corretor de seguro). Esta relação exibe um clássico dilema principal-agente onde o regime de remuneração dos corretores de seguro, no qual o pagamento da comissão de corretagem é feito pelas seguradoras, pode resultar em efeitos negativos para os consumidores. O survey internacional consultou supervisores de seguro e entidades representativas de seguradoras e de corretores de seguro sobre as práticas globais relacionadas à transparência na venda do seguro automóvel e recebeu respostas de 39 jurisdições estrangeiras (além da Comissão Europeia). No survey nacional, 191 corretoras de seguro brasileiras responderam um questionário sobre suas práticas e opiniões relacionadas à transparência na venda do seguro automóvel. Os resultados mostram que 24 das 39 jurisdições estrangeiras analisadas exigem ou apoiam a divulgação da comissão de corretagem aos consumidores. Nas jurisdições em que a divulgação é compulsória, prevalece a transparência prévia (anterior à tomada de decisão pelo consumidor) e ativa (sem que seja solicitada pelo consumidor). No survey nacional, os resultados mostram que 92% das corretoras de seguro (pessoas jurídicas) no Brasil não divulgam aos consumidores o valor da comissão de corretagem que recebem e que 93% das corretoras são contrárias à divulgação ativa e que 92% são contrárias à divulgação passiva (a pedido dos consumidores). Diante desses resultados, e baseado nas evidências teóricas e empíricas estudadas, recomenda-se a adoção de requisitos de transparência no Brasil, relacionados à divulgação prévia e ativa da comissão de corretagem aos consumidores.