Mauro da Cunha, Non-executive director - reading the room: a masterclass in board craft, commitment and courage

<p>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. </p><p><br></p><p>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.</p><p><br></p><p>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.</p><p><br></p><p>In this conversation, Mauro covers how independent directors actually build influence, why opacity is the foundational problem in governance, why openly registered dissent is &quot;governance at its best,&quot; 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 &quot;1 out of 10.&quot;</p><p><br></p><p>A masterclass in board craft from someone who has dedicated well over a decade to the practice. </p><p><br></p><p>(00:00) Introduction </p><p>(03:52) &quot;What you&#39;ll get from me is commitment&quot; </p><p>(13:03) Boards are too opaque and why open dissent is governance at its best </p><p>(19:21) Board culture, reading the room, and the best board he ever served on </p><p>(22:59) Director tenure as an S-curve </p><p>(31:51) AI in the boardroom: the &quot;science fair&quot; and a maturity of 1 out of 10 </p><p>(39:37) Why the CEO and chairman roles must be split </p><p>(42:41) AI&#39;s first real board issue: talent, hiring and career paths for future leaders </p><p>(45:32) Right-sizing businesses for AI: the question of incentives</p><p>(46:46) Why it goes wrong when boards try to make executive decisions </p><p>(47:57) Controlled vs widely-held boards and why control raises risk-aversion </p><p>(48:55) The Petrobras Lava Jato story: R$88bn of overstated assets </p><p>(52:16) Never compromise on your red lines</p>