Download or read book Minimum Requirements for True Independence for Independent Directors written by Allan Verman Yap Ong and published by . This book was released on 2010 with total page 0 pages. Available in PDF, EPUB and Kindle. Book excerpt: Traditional tests to determine the independence of members of the board present an effort to establish independence by showing that the independent director can go about his duties without being beholden to the company in some manner, whether by pecuniary interest or by family or social relationships with other members of the company. But these tests assume that the corporation is situated in a certain legal and political environment where independent director functions are supported by other aspects of society and by law. This act of situating the company in such an environment makes many assumptions that cannot be safely made when evaluating the question of director independence in various foreign jurisdictions. From studying the legal background of the implementation of the independent director system in China, our answer to the question of whether independence is possible is a “yes” with a large “but.” Independence is possible if a political and legal environment nurtures the independent director and allows him to act in order to fulfill his tasks. Such an environment should first, place directors in the dominant position in the corporate organizational structure as the ultimate repository of the managerial powers in the corporation. Second, the securities market of the country should be mature enough to allow for the possibility of competing shareholder groups to be present within the corporation. Third, the corporation must be free to pursue profit maximization as its ultimate goal. Fourth, a strong and independent judiciary should be present that will equitably decide on lawsuits that may be filed to vindicate shareholder or director abuses. Lastly, the responsibilities for policing corporate action must be properly organized such that independent directors can proceed with their task knowing that they will be the ones ultimately responsible.

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 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 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 Guide for Independent Directors written by Sanjiv Agarwal and published by Bloomsbury Publishing. This book was released on 2021-05-15 with total page 1000 pages. Available in PDF, EPUB and Kindle. Book excerpt: About the Book Independent Directors require a special set of skills, attitude and mindset to act independently and take unbiased, neutral views on matters before them in the Board. In order to provide and invigorate basic knowledge in corporate laws, upgrade and evaluate the required skills of Independent Directors and to prepare a databank of such qualified and eligible persons, the rules necessitate to have a Data-bank in place. The Ministry of Corporate Affairs in consonance with Companies (Creation and Maintenance of databank of Independent Directors) Rules, 2019 and Companies (Appointment and Qualification of Directors) Amendment Rules, 2019, empanels Directors that are registered with them and have passed the Online Proficiency Self-Assessment Test. MCA has authorised the Indian Institute of Corporate Affairs (IICA) to maintain the Data-bank as well as conduct the Online Proficiency Self-Assessment Test. This book covers the entire gamut of syllabus for the purpose of the Online Proficiency Self-Assessment Test. It has been divided into 4 parts and 36 chapters. Part-I details Syllabus, scheme, scope and text of relevant Notifications. Part-II encompasses 36 chapters covering over 1700 Multiple Choice Questions (MCQs) on all these topics including case studies. The chapters also contain the answer key for self-assessment. Part-III contains the text of relevant provisions/extracts of Companies Act 2013, Company Rules, SCRA, SEBI guidelines etc. Part-IV integrates extracts of Indian and International Corporate Governance Codes/ Guidelines for reference and further readings. Key Features A useful guide for Independent Director aspirants appearing for online proficiency self assessment test. Covers entire syllabus viz, company law, SEBI guidelines, corporate governance etc. Includes case studies. Over 1700 Multiple Choice Questions (MCQs) with answer key. Author's own experiences and learning as Independent Director shared in MCQs. Useful for other MBA/Commerce/Corporate Governance students.

Download or read book To Consider the Reauthorization of the Commodity Futures Trading Commission written by United States. Congress. Senate. Committee on Agriculture, Nutrition, and Forestry and published by . This book was released on 2005 with total page 268 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book Reauthorization of the Commodity Futures Trading Commission written by United States. Congress. House. Committee on Agriculture. Subcommittee on General Farm Commodities and Risk Management and published by . This book was released on 2005 with total page 288 pages. Available in PDF, EPUB and Kindle. Book excerpt:

Download or read book The Political Determinants of Corporate Governance in China written by Chenxia Shi and published by Routledge. This book was released on 2012-03-15 with total page 287 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book investigates the key factors shaping corporate governance in China and presents a sophisticated study of corporate governance in China from a comparative and historical perspective. Drawing on extensive corporate governance literature, this book articulates why path dependence theory is the most effective framework for interpreting the development path of Chinese corporate governance. Chenxia Shi reviews the historical role of government in commercial development and regulation in dynastic China and in early corporate law-making, followed by an account of China’s legal and economic development over the last three decades. This historical inquiry identifies government control as the key feature of economic and market regulation in China. In particular, this book canvasses the evolution of governance of State-Owned Enterprises and listed companies, major corporate governance problems, regulatory challenges posed by China’s increasing participation in economic globalization, and enforcement difficulties particularly in relation to investor protection, directors’ duties and accountability. Ultimately, Political Determinants of Corporate Governance in China demonstrates that corporate governance in China is largely determined by political imperatives and those political imperatives have been shaped and re-shaped in a historical process.

Download or read book Performance Measurement and Management Control written by Antonio Davila and published by Emerald Group Publishing. This book was released on 2012-06-08 with total page 504 pages. Available in PDF, EPUB and Kindle. Book excerpt: In addition to the three plenary sessions, this volume contains some of the exemplary papers that were presented at the 2011 conference; representing a collection of leading research in management control and performance measurement and providing a significant contribution to the growing literature in the area.

Download or read book Governing the Modern Corporation written by Roy C. Smith and published by Oxford University Press. This book was released on 2006-01-12 with total page 337 pages. Available in PDF, EPUB and Kindle. Book excerpt: Nearly seventy years after the last great stock market bubble and crash, another bubble emerged and burst, despite a thick layer of regulation designed since the 1930s to prevent such things. This time the bubble was enormous, reflecting nearly twenty years of double-digit stock market growth, and its bursting had painful consequence. The search for culprits soon began, and many were discovered, including not only a number of overreaching corporations, but also their auditors, investment bankers, lawyers and indeed, their investors. In Governing the Modern Corporation, Smith and Walter analyze the structure of market capitalism to see what went wrong.They begin by examining the developments that have made modern financial markets--now capitalized globally at about $70 trillion--so enormous, so volatile and such a source of wealth (and temptation) for all players. Then they report on the evolving role and function of the business corporation, the duties of its officers and directors and the power of its Chief Executive Officer who seeks to manage the company to achieve as favorable a stock price as possible.They next turn to the investing market itself, which comprises mainly financial institutions that own about two-thirds of all American stocks and trade about 90% of these stocks. These investors are well informed, highly trained professionals capable of making intelligent investment decisions on behalf of their clients, yet the best and brightest ultimately succumbed to the bubble and failed to carry out an appropriate governance role.In what follows, the roles and business practices of the principal financial intermediaries--notably auditors and bankers--are examined in detail. All, corporations, investors and intermediaries, are found to have been infected by deep-seated conflicts of interest, which add significant agency costs to the free-market system. The imperfect, politicized role of the regulators is also explored, with disappointing results. The entire system is seen to have been compromised by a variety of bacteria that crept in, little by little, over the years and were virtually invisible during the bubble years.These issues are now being addressed, in part by new regulation, in part by prosecutions and class action lawsuits, and in part by market forces responding to revelations of misconduct. But the authors note that all of the market's professional players--executives, investors, experts and intermediaries themselves--carry fiduciary obligations to the shareholders, clients, and investors whom they represent. More has to be done to find ways for these fiduciaries to be held accountable for the correct discharge of their duties.

Download or read book Legal Reforms in China and Vietnam written by John Gillespie and published by Routledge. This book was released on 2010-09-13 with total page 436 pages. Available in PDF, EPUB and Kindle. Book excerpt: Although the adoption of market reforms has been a key factor leading to China’s recent economic growth, China continues to be governed by a communist party and has a socialist-influenced legal system. Vietnam, starting later, also with a socialist-influenced legal system, has followed a similar reform path, and other countries too are now looking towards China and Vietnam as models for development. This book provides a comprehensive, comparative assessment of legal developments in China and Vietnam, examining similarities and differences, and raising important questions such as: Is there a distinctive Chinese model, and/or a more general East Asian Model? If so, can it be flexibly applied to social and economic conditions in different countries? If it cannot be applied to a culturally and politically similar country like Vietnam, is the model transportable elsewhere in the world? Combining ‘micro’ or interpretive methods with ‘macro’ or structural traditions, the book provides a nuanced account of legal reforms in China and Vietnam, highlighting the factors likely to promote, change or resist the spread of the Chinese model.

Download or read book CORPORATE GOVERNANCE Theory and Practice written by Dr. K Sreenivasa Murthy and published by KY Publications. This book was released on 2021-05-13 with total page 279 pages. Available in PDF, EPUB and Kindle. Book excerpt: This book highlights very clearly about corporate governance, practices, failures in different countries, laws, and frameworks, and corporate social responsibility, which helps the focused and broader audience in a better way to understand the above-said aspects. I strongly believe that this book provides ample knowledge to the readers.

Download or read book Routledge Handbook of Corporate Law written by Roman Tomasic and published by Routledge. This book was released on 2016-11-10 with total page 493 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Routledge Handbook of Corporate Law provides an accessible overview of current research in the field, from an international and comparative perspective. In recent years there has been an explosion of corporate law research, as this area of law continues to develop rapidly throughout the world. Traditionally, Anglo–American corporate law theory has dominated debates and publications; however, this handbook readdresses the balance by exploring the treatment of corporate law in both Europe and Asia, as well developments in the US and UK. Bringing together a wide range of key thinkers in the field, this volume is divided into three main parts: Thinking about corporate law Corporate law principles and governance Some cross-cultural comparisons Providing up-to-date and authoritative articles covering all the key aspects of corporate law, this reference work is essential reading for advanced students, scholars and practitioners in the field.

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 2011-06-22 with total page 240 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 Building Respected Companies written by Jordi Canals and published by Cambridge University Press. This book was released on 2010-06-17 with total page 283 pages. Available in PDF, EPUB and Kindle. Book excerpt: The current financial crisis has deep macroeconomic roots, but the dominant view of the firm has made the crisis deeper and more devastating. Over the past few decades, maximizing shareholder value has become the main objective of the firm. Chief executives have been keen on this objective because their economic incentives have been clearly associated with stock market performance. Unfortunately, this has driven many CEOs to make terrible decisions based on short-termism and greed. In this way, the firm has become the object of anger, criticism and cynicism. In Building Respected Companies, Jordi Canals argues that we must address this problem by developing companies that serve society, not just their shareholders. This requires a new perspective of what a firm is, what the purpose of the firm in society should be and what the role of the board of directors and senior executives should be.

Download or read book The Handbook of the Economics of Corporate Governance written by Benjamin Hermalin and published by Elsevier. This book was released on 2017-09-18 with total page 762 pages. Available in PDF, EPUB and Kindle. Book excerpt: The Handbook of the Economics of Corporate Governance, Volume One, covers all issues important to economists. It is organized around fundamental principles, whereas multidisciplinary books on corporate governance often concentrate on specific topics. Specific topics include Relevant Theory and Methods, Organizational Economic Models as They Pertain to Governance, Managerial Career Concerns, Assessment & Monitoring, and Signal Jamming, The Institutions and Practice of Governance, The Law and Economics of Governance, Takeovers, Buyouts, and the Market for Control, Executive Compensation, Dominant Shareholders, and more. Providing excellent overviews and summaries of extant research, this book presents advanced students in graduate programs with details and perspectives that other books overlook. - Concentrates on underlying principles that change little, even as the empirical literature moves on - Helps readers see corporate governance systems as interrelated or even intertwined external (country-level) and internal (firm-level) forces - Reviews the methodological tools of the field (theory and empirical), the most relevant models, and the field's substantive findings, all of which help point the way forward

Download or read book Corporate Governance in Asia written by Bruce Aronson and published by Cambridge University Press. This book was released on 2019-01-17 with total page 437 pages. Available in PDF, EPUB and Kindle. Book excerpt: Provides a comparative overview of corporate governance frameworks and practices in major Asian countries.