Download or read book ARE INDEPENDENT DIRECTORS REALLY INDEPENDENT A CROSS JURISDICTIONAL ANALYSIS written by Sheetal Kumar and published by . This book was released on 2021-07-23 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Brillopedia can provide interesting articles about law, socio-legal and contemporary issues. Brillopedia is also providing a platform to publish articles from students, professionals and others. Brillopedia seeks to foster research and writing skills.

Download or read book Corporate Governance and Directors Independence written by Yuan Zhao and published by Kluwer Law International B.V.. This book was released on 2011-01-01 with total page 242 pages. Available in PDF, EPUB and Kindle. Book excerpt: More and more, the agenda of corporate governance reform has been calling for a dramatic change in the composition and structure of boards of publicly traded companies, with particular criticism reserved for the role of independent directors. This timely, ground-breaking book takes a new and rigorous approach to this important issue. Investigating board independence from a distinctly original perspective, the author's systematic analysis explores the effective interaction of such aspects as the following: What specific functions are expected of independent directors? How these functions fit with the unitary board structure? Why independent directors are seen as inherently necessary for corporate governance? Whether board independence can be compatible with other governance mechanisms? How mainstream company law is applied to independent directors. The analysis leads to a series of solutions designed to eliminate the real and perceived obstacles to the proper functioning of independent directors. In the process, the author discusses such critical 'moments' in corporate governance as monitoring, public relations, social responsibility, shareholder activism, the danger of 'groupthink', remuneration, collective liability, and codes of conduct. The discussion and analysis chart a course through which independent directors can better serve the goal of improving the system of corporate governance. As such, it will be greatly appreciated by investors, corporate counsel for institutional investors, and policymakers and academics in relevant areas of both business and law.

Download or read book Independent Directors in Asia written by Dan W. Puchniak and published by Cambridge University Press. This book was released on 2017-11-02 with total page 638 pages. Available in PDF, EPUB and Kindle. Book excerpt: The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

Download or read book The Role of Independent Directors written by Madoka Shimada and published by . This book was released on 2003 with total page 74 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Role of Independent Directors After Sarbanes Oxley written by Bruce F. Dravis and published by American Bar Association. This book was released on 2007 with total page 206 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book is intended to provide independent directors and their advisors with an understanding of the primary legal and governance issues that have evolved in the corporate governance environment since the passage of the Sarbanes-Oxley Act in 2002. The text on the accompanying CD-ROM sourcebook offers hypertext linked footnotes to direct lawyers (or interested non-lawyers) to legal source material.

Download or read book Taxmann s Analysis A Deep Dive into CII Guidelines on Independent Directors Appointment and Board Assessment written by Taxmann and published by Taxmann Publications Private Limited. This book was released on 2024-02-08 with total page 13 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Confederation of Indian Industry (CII) has issued guidelines on Independent Directors' Appointment and Board Assessment, which is divided into two parts: ‣ Part A: It focuses on appointment and succession planning, emphasizing diversity and clarity in roles ‣ Part B: It guides efficient Board Evaluation processes This article aims to discuss the CII guidelines and their impact in a summarized manner, which includes: ‣ Stress the importance of clear responsibilities, continuous succession planning, diversity in board composition, insurance coverage, and fair compensation for Independent Directors ‣ Recommend formalizing indemnity and insurance agreements, aligning compensation with responsibilities, and disclosing action taken based on evaluations ‣ Aim to enhance board effectiveness, mitigate risks, and promote transparency in corporate governance

Download or read book The Rise of the Independent Director written by Harald Baum and published by . This book was released on 2017 with total page 36 pages. Available in PDF, EPUB and Kindle. Book excerpt: The paper provides a historical analysis of the rise of the independent director in the US and the UK. These two jurisdictions are commonly credited with creating the concept of the independent director and exporting it around the world.In the first half of the twentieth century, a managerialist model of corporate governance dominated in the US. Inside directors, chosen and controlled by the CEO, dominated corporate boards. The concept of the independent director and the related model of the 'monitoring board' appeared only in the 1970s. Two watershed events sparked this dramatic change: First, the sudden collapse of the major railway company Penn Central in 1970; and second, Eisenberg's influential book 'The Structure of the Corporation', published in 1976. According to Eisenberg, the board's essential function was to monitor the company's management by being independent from it. Today the reliance on independent directors as a panacea for various corporate governance ills has reached its zenith in the US.As in the US, the typical British board of the 1950s was an advisory board dominated by insiders. It was only in the 1990s, with the beginning of the British corporate governance movement subsequent to the publication of the Cadbury Report, that the concept of independent directors was embraced in the UK. Since the early 2000s independent directors have dominated on the boards of listed companies. From the UK, the concept of the independent director started to conquer the European Union as a fundamental corporate governance principle. The European Model Company Act of 2015 and, on the supra-national level, the OECD Principles of Corporate Governance of 2015 recommend assigning important tasks to independent board members.The empirical support for staffing boards with independent directors, however, remains surprisingly shaky given the ubiquitous reliance on independent directors. The global financial crisis of 2008 has added further doubts.

Download or read book A Comparative Analysis on Independent Directors Systems Among Different Corporate Governance Systems written by and published by . This book was released on 2013 with total page 52 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Independent Director in Society written by Gerry Brown and published by Springer Nature. This book was released on 2020-08-28 with total page 282 pages. Available in PDF, EPUB and Kindle. Book excerpt: Things will always go wrong in organisations. The question is how quickly will they get caught and put right? The problem facing every organisation today – our businesses, universities, health services, or the many other sporting and charitable institutions that shape our society – is that the relationship between their executive management and those whose job it is to oversee them (whether they are called non-executive or independent directors, trustees, or governors) has become unbalanced. The Independent Director in Society shows how to rebalance it. Based on original, in-depth research from Henley Business School, this is the first book to survey and analyse the governance crisis right across society rather than just focus upon the business sector. The authors show that – despite their many differences – all organisations have many issues, behaviours and problems in common. The same problems require, in many cases, the same solutions. Sometimes they don’t. The authors offer two answers. The first lies in the realm of policy. Not a need for more legislation, but a move to give the existing codes of practice back their teeth and make them fit for purpose. The second lies with independent directors themselves. Urgent improvement is needed in standards of thought and action as well as the calibre of these directors. Above all, directors need to develop an independent mindset that will enable them to make better, more accurate decisions. There are many elements to creating this culture, including selection, training and education for directors, and support from chairs and executive teams, but most of all directors themselves must recognise their responsibilities in a complex and volatile world.

Download or read book The Role of Independent Directors in Corporate Governance written by Bruce F. Dravis and published by . This book was released on 2016-12-01 with total page 258 pages. Available in PDF, EPUB and Kindle. Book excerpt: Updated and expanded, this second edition provides directors--and attorneys advising directors--with information on the policies and underlying issues that shape director fiduciary duties and the other corporate governance requirements. It describes the legal and economic context in which these governance requirements arise, and also outlines the implementation details that can affect specific governance related decisions. It also includes sample summary materials in the form of PowerPoint presentations to use as starting points to prepare training or explanatory sessions before a board or management.

Download or read book The Independent Director in China and India written by Cornelius Bader and published by GRIN Verlag. This book was released on 2011-07-11 with total page 40 pages. Available in PDF, EPUB and Kindle. Book excerpt: Seminar paper from the year 2010 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A+, Vanderbilt University (Law School), language: English, abstract: The “independent director” has become a centerpiece of modern corporate governance. However, the concept of “independence”, and the ability of independent directors to fulfill their roles, remains deeply problematical. In the course of the discussion on the proper role of independent directors that unfolded in Europe and the United States during the 1980s and 1990s and peaked in the wake of the Enron scandal, rules on director independence have found their way to the corporate governance regimes of developing countries that turned their head to western economies. Particularly in China and India, independent directors have taken their place on company boards, earning mixed responses from the academic and business community. What is the current state of Indian and Chinese rules on director independence? What tensions do they address and create? And what can be done to optimize the achievement of their objectives? The goal of this article is to examine the status quo of director independence in the two countries, to put the regulations into their historic and political context, to summarize practical experiences with the new institution, and to point to possible future developments.

Download or read book Independent Directors in Asia written by Souichirou Kozuka and published by . This book was released on 2018 with total page 19 pages. Available in PDF, EPUB and Kindle. Book excerpt: Independent director requirements have spread throughout Asia, generating diverse definitions, enforcement patterns and cadres of directors (Part I). Yet the proliferation itself, and some of its features, provide some support for convergence in corporate governance, especially in function rather than form. In particular, seemingly influenced by proposals from Australian reformers in the early 1990s, the definition of independence has departed from US and early UK roots by excluding (variously defined) substantial shareholders, except until recently Singapore. This fits with the historical reality of “blockholders” in Austral-Asian corporate governance, making a key corporate governance concern the tension between large and minority shareholders, rather than the traditional Anglo-American tension between dispersed shareholders and professional managers. Given the looser definition in Singapore, the function of independent directors there has extended to mediating disputes among family blockholders. This may also be found in India, for example, where enforcement has been problematic until recently (Part II). The comparative analysis further suggests that significant “legal transplants” are occurring, but with complex features and motivations (Part III). We find elements of Miller's cost-saving transplants (as perhaps in Hong Kong), entrepreneurial transplants (recently in Japan), legitimacy-enhancing transplants (Singapore) or even sometimes externally-dictated transplants (Korea, after the Asian Financial Crisis). We also see elements of Frankenberg's “IKEA” theory of legal transplants, whereby concepts are de-contextualised and stored in a global intellectual reservoir, and then taken out and reassembled - for better or worse - by the importing jurisdiction (Part III). Given these patterns, independent directors will probably continue to be the norm in Asian countries, notwithstanding growing academic critiques. It is also likely that the varieties of independent directors found among jurisdictions will not diminish significantly (Part IV).

Download or read book How Independent are Independent Directors The Case of Italy written by Paolo Santella and published by . This book was released on 2007 with total page 37 pages. Available in PDF, EPUB and Kindle. Book excerpt: In this paper we analyse and quantify the extent to which corporate disclosure for the financial year 2003 allows for verification of the independence of directors formally identified as independent by the 40 Italian blue chips. In order to do this, we used as a benchmark the voluntary independence requirements of the Italian Corporate Governance Code (Preda Code, 2002) and the voluntary independence requirements of the EC Recommendation (2005) on non-executive and supervisory directors (a proxy for international best practice). This is a new methodology that can be applied equally to any other country: to our knowledge so far nobody has systematically verified whether listed companies in fact apply the independence standards they declare that they follow. We find that, for the two key independence requirements of not having business relationships with the company and not having too many concurrent commitments outside the company, the level of compliance is dramatically low: 4% and 16% respectively. Overall, it is possible to verify compliance with all the Italian independence standards for only 5 out of the 284 directors formally identified as independent by their companies, and for only 4 directors with respect to the EC standards. The results of this study bring into question the effectiveness of securities market monitoring and call for further quantitative analysis of corporate governance.

Download or read book Are Independent Directors Effective Corporate Monitors An Analysis of the Empirical Evidence in the USA and Canada written by Brian Y. Lai and published by . This book was released on 2014 with total page pages. Available in PDF, EPUB and Kindle. Book excerpt: This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors' monitoring effect; and (3) examining whether empirical studies in the field of management science and financial economics support the policy in both countries of relying on independent directors as corporate monitors. Empirical evidence shows that boards with a majority of independent directors, in some circumstances, were associated with better firm performance (in the post-SOX period) and fulfilled certain board tasks effectively in the United States. Canadian studies, however, have not shown a positive association with improved firm performance. Audit committees composed entirely of independent directors have been effective in ensuring the quality of financial reporting in the United States, but this effect has not been found in Canada. Compensation committees composed fully of independent directors neither constrained the level of executive compensation nor tied CEO pay to firm performance in either country. US firms with an audit committee member who had accounting expertise, rather than financial analysis or supervisory expertise, were associated with a higher quality of financial reporting, while Canadian firms with an audit committee member who has financial expertise, instead of financial literacy, were associated with a similar effect. Studies also showed that independent directors perform better in certain circumstances. Based on empirical evidence, US regulators should consider: (1) changing the current mandatory requirements for an independent board and a completely independent compensation committee to a comply-or-explain requirement; (2) narrowing the qualification of a financial expert to an individual who has accounting expertise; and (3) recruiting independent directors who have two or fewer outside directorships, hold more of the corporation's shares, have lower cost of acquiring corporate information, and have no social connections with the CEO. In Canada, weak evidence of the monitoring effectiveness of independent directors supports the existing comply-or-explain approach. Canadian regulators may only need to require or recommend that at least one audit committee member has financial expertise, instead of only financial literacy.

Download or read book Analyzing the Independence of Independent Directors written by Nidhi Modi and published by . This book was released on 2023 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: The appointment of Independent directors is a corporate governance strategy to ensure transparency, good governance, interest of all stakeholders and prevention of frauds. After corporate frauds such as the Satyam Scandal, Tata-Mistry fiasco, IL&FS fraud, Jet Airways, etc. there were mass resignations by independent directors which led to the questioning of their position and power in a corporation. Thus, the true independence of independent directors has been under scrutiny over the years. Their liability in case of a default or fraud remains unclear. This paper will analyse the development in laws related to independent directors over the years and the effectiveness of the recent amendments bought in by the Securities and Exchange Board of India to address pressing issues related to independent directors. The paper argues that certain aspect of the law related to independent directors still needs to be amended due to the fact that it is inherently a difficult challenge to ensure that an independent director is truly independent.

Download or read book Independent Directors in Asia written by Dan W. Puchniak and published by Cambridge University Press. This book was released on 2017-11-02 with total page 637 pages. Available in PDF, EPUB and Kindle. Book excerpt: The rise of the independent director in Asia is an issue of global consequence that has been largely overlooked until recently. Less than two decades ago, independent directors were oddities in Asia's boardrooms. Today, they are ubiquitous. Independent Directors in Asia undertakes the first detailed analysis of this phenomenon. It provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (China, Hong Kong, India, Japan, Singapore, South Korea, Taiwan) and Australia. These case studies reveal the varieties of independent directors in Asia, none of which conform to its original American concept. The authors develop a taxonomy of these varieties, which provides a powerful analytical tool for more accurately understanding and effectively researching independent directors in Asia. This new approach challenges foundational aspects of comparative corporate governance practice and suggests a new path for comparative corporate governance scholarship and reform.

Download or read book Is the Institution of Independent Directors Irrelevant written by Satheesh Kumar T. Narayanan and published by . This book was released on 2012 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Post-Enron in 2000, the pressure on corporates to improve the corporate governance increased dramatically. Indian law makers and regulators also took measured steps to improve the governance of Indian corporates. Securities Exchange Board Of India (SEBI), the capital market regulator has been very proactive in moving ahead with a number of regulatory measures which they incorporated into the listing agreement of the companies with the respective stock exchanges where the company's shares get listed in the form of Clause 49 of the listing agreement. The Clause 49 was implemented in phases starting 2002 (having insisted on compliance by bigger companies mandated by certain parameters relating to size) and SEBI made it mandatory for all listed companies to meet the requirements latest by December 31,2005.SEBI made it mandatory even for the public sector undertakings (PSUs) which were listed on stock exchanges. Clause 49 also insists lot of changes in board and governance structure. One of the strong pillars of the modern corporate governance laws and regulations anywhere in the world is the institution called the Independent Directors (IDs). Majority of the board-structure related reforms in corporate governance revolve around this very institution. Having been in legitimate existence for more than a decade at least in developed nations like the US and UK, and almost seven years in India, a number of studies have already been conducted to ascertain the contribution and relevance of independent directors in corporate performance and governance practices. A number of corporate governance experts and watchers have written on the subjects and some of them provide evidences for the lack of any improvement in corporate performance and also in the governance practices and processes. This paper, from a conceptual framework, tries to look into the arguments and/or reasons as to why the independent directors, supposed to be the backbone of the new age governance practices and processes, have failed to make any impact leading to a general feeling that they are irrelevant and hence the laws or regulations making them mandatory on boards may be abolished and what needs to be done to resurrect the respectability that was expected from this institution. While examples from across the globe might be referred to in the process, the study basically concerns with examples and practices followed in the Indian context. This paper tries to assert that: - The concept of Independent Directors is inherently & fundamentally strong. - To advocate that it's irrelevant will be like throwing the baby with the bathwater. The paper tries to establish that the concept failed to show impact mainly due to - The flawed assumption about why Corporate Governance is required. - IDs not exercising their power on the board. - The Company Performance & It's Relationship to Presence of IDs - IDs & Commitment of Time - IDs and Conflicts Of Interests - Real Independence & Stock ownership - CEOs/WTDs not restrained by their boards on outside membership - Short period used to make assessment. Based on the analysis of the reasons, it is felt that in order to strengthen the institution of Independent Directors - IDs must exercise their power to see that the interests of the company as a separate entity are protected. - IDs shall be really independent; they should resist the temptation to compromise and must even go beyond regulations. - IDs must restrict their directorships to a very limited few.