Conventional wisdom holds that independent directors can improve corporate governance in publicly traded corporations. This author argues that independent directors may play an important role in improving corporate governance in theory but not in reality and the inefficiency of independent directors lends no benefit to sound corporate governance no matter what kind of corporate governance model is adopted, either the Anglo-American unitary model or the Chinese hybrid model. Thus, to evaluate the role of independent directors in corporate governance is the subject of this PhD project. The purpose is to find out whether a sound system of independent directors, especially in the case of Chinese practice, will lead to good corporate governance. Evaluation is carried out by way of a combined research methodology of a comparative study in corporate law between the US, New Zealand and China, where independent directors are in place in publicly traded corporations, and a meta-empirical study in corporate governance with focus on independent directors and corporate performance in Chinese listed companies. The comparative study in corporate law conducted by this research has examined the role of independent directors in corporate governance in the United States, New Zealand and China, which investigates not only the evolution and development of corporate governance and independent directors but also ownership structure, the board of directors, board independence and the supervisory board in connection with the role of independent directors in corporate governance in the targeted jurisdictions. The meta-empirical study reviews and generalizes the existing empirical evidence on the relationship between independent directors and corporate performance in Chinese listed companies. The main finding presented in this research reveals that the transplantation of independent directors from the unitary board model in corporate America into the two-tier board model in corporate China is a misfit in the form of the hybrid board model in China. This suggests that there is a need to improve the efficiency and effectiveness of the monitoring role of independent directors in corporate governance in Chinese listed companies, bearing in mind the fact that independent directors are a given in the current corporate governance system in China.

"This book goes back to a symposium held at the Max Planck Institute for Foreign Private and Private International Law in Hamburg on May 15-17 1997"--P. [v].

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.

Corporate boards play a central role in corporate governance and are thus regulated in the corporate law and corporate governance codes of all industrialized countries. Yet while there is a common core of rules on the boards considerable differences remain. These differences depend partly on shareholder structure, partly on historical, political and social developments and especially employee representation on the board. More recently, in particular with the rise of the international corporate governance code movement, there is a clear tendency towards convergence, at least in terms of the formal provisions of the codes. This book analyses the corporate boards, their regulation in law and codes and their actual functioning in ten European countries (Belgium, France, Germany, Italy, the Netherlands, Poland, Spain, Sweden, Switzerland and the United Kingdom). It offers the most up to date practical and analytical information on boards in Europe by leading company law experts. The issues addressed include: board structure, composition and functioning (one tier v. two tier, independent directors, expertise and diversity, separating the chair and the CEO functions, information streams, committees, voting and employee representation); enforcement by liability rules (in particular conflicts of interest), incentive structures (remuneration) and shareholder activism.

Corporate governance in Asia continues to attract global interest due to its critical importance to the world's fastest-growing region. The study of governance systems remains complicated by Asia's mix of legal traditions, market systems and social history. This comprehensive textbook provides a comparative overview of the corporate governance framework, theory and practice in major Asian countries. Students at all levels will gain an understanding of corporate governance systems in Asia and how they compare with models attributed to the US, the UK and Europe. Featuring six foundational chapters focusing on general theory and corporate governance systems and eight country-specific chapters, this book can be used as the basic textbook for a general course on comparative corporate governance or as an essential reference about corporate governance in Asia for a wide variety of professionals including academics, jurists, students, practitioners, investors, creditors, policymakers and analysts.

The business corporation is one of the greatest organizational inventions, but it creates risks both for shareholders and for third parties. To mitigate these risks, legislators, judges, and corporate lawyers have tried to learn from foreign experiences and adapt their regulatory regimes to them. In the last three decades, this approach has led to a stream of corporate and capital market law reforms unseen before. Corporate governance, the system by which companies are directed and controlled, is today a key topic for legislation, practice, and academia all over the world. Corporate scandals and financial crises have repeatedly highlighted the need to better understand the economic, social, political, and legal determinants of corporate governance in individual countries. Comparative Corporate Governance furthers this goal by bringing together current scholarship in law and economics with the expertise of local corporate governance specialists from twenty-three countries.

The first in-depth analysis of the independent director in Asia: who they are, what they do and how they are regulated.