Resumo

Environmental, Social, and Governance (ESG) factors have reshaped corporate strategies, with disclosure emerging as a tool for transparency and institutional trust. Legitimacy Theory views disclosure as compliance with social expectations, while Stakeholder Theory links it to engagement and relational value. Despite their relevance, joint analyses of these perspectives remain scarce, especially in emerging contexts. In Brazil, differences between private firms and state-owned enterprises shape distinct ESG disclosure patterns.

Although ESG disclosure has gained prominence, it is unclear whether companies disclose primarily to maintain legitimacy or to engage stakeholders. The problem lies in understanding how ownership structures - private versus state-owned -affect motivations behind disclosure practices. This study aims to analyze ESG disclosure in Brazilian companies through Legitimacy and Stakeholder Theory, examining governance and communication dimensions, and highlighting theoretical and managerial implications of different ownership types.

ESG emerged from the Who Cares Wins report (UN, 2004) as a measure of non-financial risks. Recent studies show investors demanding reliable and audited ESG data (EY, 2023), while broader disclosure reduces idiosyncratic risks. Legitimacy Theory emphasizes alignment with social expectations (Deegan, 2019), while Stakeholder Theory frames disclosure as engagement and trust-building (Kamal, 2021). Two constructs guide analysis: Governance, linked to legitimacy and compliance (Silva, 2021), and Communication, focused on transparency and dialogue (Sausen et al., 2021).

The study uses a qualitative, exploratory, and descriptive approach with documentary analysis of sustainability reports (2016–2023) and journalistic coverage. Eight Brazilian listed companies were selected, including state-owned and private firms from sanitation, banking, energy, and oil and gas. Constructs of Governance (legitimacy) and Communication (stakeholders) were applied across observable dimensions, such as compliance, responsibility, and channels of engagement. Triangulation allowed interpretation of disclosure motivations and comparative insights.

From 64 pieces of evidence, 76.56% related to Governance and 23.44% to Communication. Responsibility was the most frequent dimension, showing disclosure as a defensive tool for reputational repair. Communication records were sparse and concentrated in social themes. State-owned firms focused on legitimacy and accountability, while private ones showed stronger signs of stakeholder orientation, especially in finance. Results confirm ESG reporting is shaped by institutional pressures rather than dialogical engagement.

ESG disclosure in Brazil remains predominantly legitimacy-oriented, with governance and compliance mechanisms outweighing genuine stakeholder dialogue. State-owned enterprises adopt more defensive disclosure, while private firms pursue strategic engagement, though communication remains largely one-way. Findings highlight the need for cultural change toward participatory accountability. Future research should expand samples, integrate mixed methods, and include longitudinal analyses to assess how motivations and strategies evolve across sectors and contexts.

Deegan, C. M. (2019). Legitimacy theory. Accounting, Auditing & Accountability Journal, 32(8). EY (2023). EY survey shows that 85% of investors see greenwashing as a growing problem in ESG reports. ESG News. Kamal, Y. (2021). Stakeholders’ expectations for CSR-related corporate governance disclosure. Asian Review of Accounting, 29(2). Sausen, J. F. C. L. et al. (2021). Social responsibility in times of pandemic. Revista de Administração IMED, 11(2). Silva, S. (2021). Corporate contributions to the Sustainable Development Goals. Journal of Cleaner Production, 292.