Keywords: Corporate Governance; Private Nonprofit Organizations; Science, Technology and Innovation

This manuscript discusses some concepts and practices of corporate governance applied to private nonprofit organizations whose activities are related to science, technology and innovation (STI). We are particularly interested in identifying the specificities of this sort of organizations in order to propose specific models of governance. More deeply, the manuscript also addresses this theme to a particular type of not-for-profit organization in Brazil, called Social-Organization, which is a kind of private organization that sign management-contracts with governmental agencies. The final objective is to propose an approach and a set of indicators useful to analyze corporate governance in such type of organizations.

To reach this objective we depart from the result of a benchmarking study on the characteristics of Social-Organizations in Brazil, taking five national cases that fulfill the above conditions. All of these organizations are linked to the Ministry of Science Technology and Innovation. They are: the Centre of Strategic Studies (CGEE); the Institute of Pure and Applied Mathematics (IMPA); the Mamirauá Institute for Sustainable Development (IDSM); the National Network for Research and Learning (RNP); and the National Centre on Energy and Materials.

The model was based on elements of good practices of corporate governance identified in the OECD guidelines and in publications of the Brazilian Institute for Corporate Governance. Some variables used in the analysis are: means of formalization of governance policy; composition and functions of councils; profile, rights and obligations of associates; relation with stakeholders; transparency and diffusion of information; means of control; board of directors; dispute of conflicts and interests; among others. The model also looked at good practices from governmental institutions and from third sector organizations.

Although the similarities found in the benchmarking study (especially because they are constrained by the same legal framework - Law No 9.637/1998), we also came across important differences among the Organizations. These are related to: (a) stakeholders definition and their relation with the organization; (b) composition, role and dynamics of Administrative and Techno-Scientific Councils; (c) structure, role and evaluation of Directors; (d) accountability mechanisms; (e) conduct code and information access policy; and (f) users involvement.

Based on these common and distinctive elements identified at the benchmark study, the article proposes some premises and practices for corporate governance at ST&I nonprofit organizations. We propose a singular model combining elements from private and public governance and taking into account the fact that our subject deals with production and use of knowledge in the STI fields. This last characteristic implies that a governance model has to consider specificities related to hierarchy, meritocracy, specificities of assets (including qualification of human resources, and the singularity of facilities); among others.