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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
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.