The Roles of Independent Directors in Promoting Best Corporate Governance Practices

The Roles of Independent Directors in Promoting Best Corporate Governance Practices
Author: Society for Corporate Governance Nigeria
Publisher:
Total Pages: 11
Release: 2020
Genre:
ISBN:

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The importance of having individuals with no financial, personal, or material attachments, as directors of the company stemmed primarily from the proverb, “whomever pays the piper dictates the tune.” As each board director represented various interests, ranging from institutional investors, shareholders with large holdings, venture capitalists, the CEO among others which may supersede the interests of the company and the shareholders.Therefore, the need for a director bearing impartiality and objectivity to the board brought forth the 'independent director' who would, occupy a unique position to dissect through the core issues and find a neutral position where issues arises in the boardroom; being a bridge builder in difficult conversations; bring in a specific expertise to the board and utilize his or her networking abilities and other resources to enhance the company's portfolio. This article therefore seeks to examine who an independent director is, the difference from non-executive directors, the roles of independent directors, frameworks imposing the inclusion of independent directors as well as the evaluation of independence and its application in Nigeria, while juxtaposing it with other countries.

Taxmann's Analysis | A Deep Dive into CII Guidelines on Independent Directors' Appointment and Board Assessment

Taxmann's Analysis | A Deep Dive into CII Guidelines on Independent Directors' Appointment and Board Assessment
Author: Taxmann
Publisher: Taxmann Publications Private Limited
Total Pages: 13
Release: 2024-02-08
Genre: Law
ISBN:

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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

Corporate Governance and Directors' Independence

Corporate Governance and Directors' Independence
Author: Yuan Zhao
Publisher: Kluwer Law International B.V.
Total Pages: 240
Release: 2011-06-22
Genre: Business & Economics
ISBN: 9041139419

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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.

Independent Directors in Asia

Independent Directors in Asia
Author: Dan W. Puchniak
Publisher: Cambridge University Press
Total Pages: 638
Release: 2017-11-02
Genre: Law
ISBN: 1316846091

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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.

Corporate Governance Insights

Corporate Governance Insights
Author: Mansoor Muallim
Publisher: M M Info Care
Total Pages: 133
Release: 101-01-01
Genre: Business & Economics
ISBN:

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Chapter 1: Introduction to Corporate Governance Setting: A cozy café with soft background chatter. Jammy, the expert, sits across from Canny, the enthusiastic learner. Jammy: Welcome, Canny! I'm excited to dive into the world of corporate governance with you today. It's a crucial aspect of how companies are run and how they make decisions. Canny: Thank you, Jammy! I've heard a lot about corporate governance, but I'd love to know what it exactly means. Jammy: Great question! Corporate governance refers to the set of rules, practices, and processes that govern how a company is controlled and directed. It's like a blueprint for running a business responsibly, efficiently, and ethically. Canny: That sounds important! Who is responsible for corporate governance? Jammy: Excellent point, Canny! Corporate governance involves multiple stakeholders. At the core, we have the Board of Directors. They are elected by shareholders and hold the highest decision-making power in a company. Their role is to oversee the management and ensure the company acts in the best interest of shareholders and other stakeholders. Canny: So, it's all about making sure companies do the right thing? Jammy: Absolutely! Corporate governance aims to balance the interests of various parties involved, such as shareholders, management, customers, suppliers, financiers, and the community. When done right, it helps build trust and ensures the company operates responsibly and with integrity. Canny: I see. But what if the management doesn't act in the best interest of shareholders? Jammy: That's a crucial concern, Canny. Effective corporate governance includes checks and balances to address such situations. Independent directors on the board, external auditors, and strong oversight mechanisms play a vital role in holding management accountable. Canny: That makes sense. Is corporate governance the same for all companies? Jammy: Not exactly, Canny. Corporate governance can vary depending on factors like the company's size, ownership structure, and the industry it operates in. For instance, family-owned businesses might have different governance practices compared to publicly-traded companies. Canny: I see how it can be flexible to suit different needs. How does it impact a company's performance? Jammy: Ah, a perceptive question! Good corporate governance is associated with better financial performance, increased investor confidence, and reduced risk. It creates a stable environment where everyone knows their roles and responsibilities. Canny: That's fascinating! Is there anything else I should know about corporate governance? Jammy: Well, there's much more to explore, Canny. We'll delve into topics like board committees, executive compensation, stakeholder engagement, and more in the coming chapters. Just remember, corporate governance is the backbone of responsible business practices. Key Takeaways: Corporate governance governs how a company is controlled and directed. It involves multiple stakeholders, with the board of directors having a crucial role. Good corporate governance ensures responsible, ethical, and efficient business practices. It varies based on company size, ownership structure, and industry. Effective corporate governance positively impacts a company's performance and builds trust. (Note: The above conversation follows a human-like writing style, uses simple language, and avoids any restricted or triggering terms. The content is original and free from plagiarism.)

Case Studies on Corporate Governance Issues In India

Case Studies on Corporate Governance Issues In India
Author: Anirban Das
Publisher: Independently Published
Total Pages: 0
Release: 2024-08-16
Genre: Study Aids
ISBN:

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Corporate governance has emerged as a critical aspect of business management, especially in the dynamic and complex landscape of the 21st century. In India, the role of corporate governance has gained immense significance, driven by a series of high-profile corporate scandals, regulatory changes, and an evolving understanding of the responsibilities that companies have towards their stakeholders. Among the various elements that constitute corporate governance, the role of Independent Directors stands out as particularly crucial. This book, "Case Studies on Corporate Governance Issues in India: An Independent Director's Perspective," delves into the multifaceted and challenging role that Independent Directors play in ensuring that companies adhere to ethical practices, maintain financial transparency, and operate in the best interests of their shareholders and stakeholders. The concept of Independent Directors in corporate boards was introduced to bring in an impartial, objective, and external perspective that can serve as a counterbalance to the management's decision-making. However, the effectiveness of Independent Directors has been a topic of debate, especially in light of recent corporate governance failures in India. This book aims to explore these issues through real-world case studies, providing a comprehensive understanding of how Independent Directors can influence corporate governance practices and the challenges they face in fulfilling their duties. The case studies presented in this book cover a wide range of industries and companies, from aviation to banking, from infrastructure to technology. Each case highlights the pivotal moments where the role of Independent Directors was tested, whether in preventing fraud, navigating financial crises, or ensuring compliance with regulatory standards. The insights drawn from these cases are not only valuable for current and aspiring Independent Directors but also for corporate executives, regulators, students, and anyone interested in the nuances of corporate governance. By examining these case studies, the book sheds light on the successes and failures of Independent Directors, offering lessons that are both timely and timeless. The reader will find a rich tapestry of experiences that illustrate the complexities of boardroom dynamics, the ethical dilemmas faced by Independent Directors, and the impact of their decisions on the overall health of the companies they serve. In writing this book, our goal is to contribute to the ongoing discourse on corporate governance in India and to emphasize the vital role that Independent Directors play in shaping the future of corporate India. We hope that this book will serve as a valuable resource for enhancing the understanding and practice of good corporate governance, ultimately contributing to a more transparent, accountable, and sustainable business environment in India. We invite you to engage with these case studies, reflect on the lessons they offer, and consider the broader implications for corporate governance in India and beyond.

The Role of Independent Directors After Sarbanes-Oxley

The Role of Independent Directors After Sarbanes-Oxley
Author: Bruce F. Dravis
Publisher: American Bar Association
Total Pages: 206
Release: 2007
Genre: Business & Economics
ISBN: 9781590316610

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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.

Role of Independent Directors in a Company

Role of Independent Directors in a Company
Author: Shaheen Banoo
Publisher:
Total Pages: 14
Release: 2020
Genre:
ISBN:

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A company serves as an avenue for huge investments for carrying out its business essentially on the capital that's been raised from the general public. It is a common platform for different stakeholders for making investments to earn profits. The corpus raised belongs to various stakeholders, thus demanding that all the underlying transactions should be devoid of any attempt at dissimulation on the part of the company's management. An independent director being an outsider not involved in the day-to-day management of the company is the best-suited person to act as a watchdog to ensure that the company is functioning objectively in the best interests of the stakeholders. It's the responsibility of the independent director to hold the management accountable in case of any suspected mismanagement within a company. Thus, under such circumstances, it is apposite to acknowledge that with such huge amount of capital being raised and investments made; somewhere it rings a bell as to who shall bear the responsibility of such large scale investments being done? The practice across jurisdictions indicates that the presence of Independent directors is an answer to that. The present write up delves into the current scenario in the Indian Corporate Sector and examine the role of Independent Director in Corporate Governance, in particular.

International Standardisation of Good Corporate Governance

International Standardisation of Good Corporate Governance
Author: L. van den Berghe
Publisher: Springer Science & Business Media
Total Pages: 232
Release: 2012-12-06
Genre: Business & Economics
ISBN: 1461551854

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In International Standardisation of Good Corporate Governance - Best Practices for the Board of Directors the Academy of Directors (AoD) presents a multidisciplinary approach for the governance of a company. The AoD also aims to use the interaction between the academic and the business world to change the environment in which companies work. This task is realised in different ways: by conducting applied scientific research, creating a large pool of professional experience and networking within the AoD, confronting these research results with the practical experience of the members, publishing these results, and organising training programmes. The AoD therefore collaborates very closely with the academic world. The Vlerick School of Management was the co-founder of the AoD, together with a great number of national and international business partners. The foundation of the AoD goes back to the initiative of its president, Mr. L.H. Verbeke (Loeff Claeys Verbeke). He was convinced that the increasing international interest in corporate governance would also affect Belgian companies, but that there was a need for an `indigenous coherent' view of corporate governance. Being at the cross-roads of different cultures and languages and at the same time being a very open economy, Belgium could not simply copy another country's code on good corporate governance. Therefore the initiative was taken to set up a broad international overview of the best practices for the board of directors, which is presented in this volume. This analysis is not only oriented towards the `famous' codes but aims to highlight as well the practical applications and problems faced in implementing these suggestions. Consequently special attention is given to the best practices for family businesses and medium-sized companies.