Description

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.

About the Author. Preface. Acknowledgements. Introduction. Chapter 1 Historical Review of Independence of Director Chapter 2 The Regulation on Independent Directors – Codification or Self-Regulation Chapter 3 The Role of Independent Directors in Corporate Governance Chapter 4 Competing Mechanisms in Corporate Governance Chapter 5 Factors in Relation to the Performance of Independent Directors: The Obstacles and Solutions Chapter 6 Independent Directors’ Exposure to Legal Liability. Conclusion. Bibliography. Index.