In Brazilian publicly traded companies, the election of board members typically occurs through slates, which, in practice, allows the controlling shareholder to elect all members of the board. To mitigate this concentration of power and promote greater representation of minority shareholders, the Brazilian Corporations Law (Law No. 6,404/76) established two important mechanisms: the multiple voting and the separate vote, both aimed at increasing the participation of minority shareholders in the composition of the board of directors.

THE multiple voting, The multiple voting system, as provided for in Article 141 of the Brazilian Corporations Law and regulated by CVM Resolution No. 70/2022, allows minority shareholders, representing a minimum share of the voting capital (generally 10%, progressively reduced according to the company's share capital), to request the adoption of this system. In this system, the number of votes attributed to each share is multiplied by the number of available positions on the board, and the shareholder can concentrate all votes on a single candidate or distribute them among several, according to their strategy. This possibility gives minority shareholders greater influence, since the accumulation of votes can guarantee the election of at least one representative to the board. The request for the adoption of multiple voting must be filed up to 48 hours before the shareholders' meeting that will deliberate on the election, in order to allow the shareholders to organize and the voting rules to be disclosed to all participants. Once adopted, the system applies to all shareholders, including the controlling shareholder. Furthermore, if any council member elected by multiple votes is removed from office, all the others also lose their positions, requiring a new election, which preserves the representation achieved in the original election.

Separate voting, as provided for in paragraph 4 of the same article, is a mechanism that creates distinct electoral colleges for shareholders with and without voting rights, allowing minority groups to directly elect a member and their alternate to the board of directors, without interference from the controlling shareholder. Holders of a majority of common shares representing at least 15% of the total (or 10% if the company only has common shares), and holders of preferred shares representing at least 10% of the share capital, may exercise this right, provided they have held ownership of the shares for at least three months before the meeting. In this modality, the controlling shareholder does not vote, and the election is decided by a majority vote within the group of minority shareholders participating in the electoral college. This structure strengthens the representation of shareholders without controlling power, guaranteeing them effective space in the company's decision-making process.

The legislation still provides for the coexistence of the two systems. If the election of the council occurs simultaneously by multiple voting and separate vote, The controlling shareholder or group with more than 50% of the voting shares has the right to elect a number of directors equal to the number elected by the other shareholders, plus one, ensuring stability to corporate control. Shareholders may also choose to participate in only one of the processes or divide their shares between both, provided they prove uninterrupted ownership of the shares during the required period.

In summary, both multiple voting and separate voting represent significant advances in the corporate governance of publicly traded companies, as they reconcile the preservation of control with the expansion of plurality and legitimacy of the board of directors. These instruments reinforce transparency, encourage dialogue between controlling and minority shareholders, and contribute to a more balanced management aligned with the interests of all shareholders.

In Brazilian publicly traded companies, the election of the board of directors often concentrates power in the hands of the controlling shareholder. To balance this dynamic and ensure greater representation, the Corporation Law created two important mechanisms for minority participation: the multiple voting and the separate vote.

For the multiple voting (Article 141 of Law No. 6,404/76 and RCVM No. 70/2022), each share will have as many votes as the number of positions to be filled, allowing the shareholder to concentrate or distribute their votes among candidates and thus increase their chances of electing representatives to the board.

Separate voting ensures minority groups the right to elect one member and their alternate to the board, without interference from the controlling shareholder — provided that certain percentages and periods of share ownership are met.
Used individually or together, these instruments strengthen corporate governance, amplify the voice of minority shareholders, and promote greater plurality and balance in board decisions.

In conclusion, both multiple voting as for separate vote These mechanisms represent essential instruments for strengthening corporate governance and democratizing the process of electing boards of directors in publicly traded companies. They broaden the representation of minority shareholders, encourage transparency, and reduce the concentration of power in the hands of the controlling shareholder, promoting more balanced and pluralistic management. By guaranteeing space for different shareholder groups, Brazilian legislation reinforces the commitment to good governance practices and the construction of more diverse boards, capable of better reflecting the interests of the company and all its investors.