Corporate Governance and Directors Independence

Author: Yuan Zhao
Publisher: Kluwer Law International B.V.
ISBN: 9041136045
Format: PDF, ePub
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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 Japan

Author: Torsten Spiegel
Publisher: Mohr Siebeck
ISBN: 9783161556906
Format: PDF, ePub
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English summary: Japanese stock companies have so far largely been isolated from outside influence. So how does the introduced independent director mechanism fit into the country's closed system of corporate governance? Torsten Spiegel offers a comparative analysis of the situation, taking into account both the current state of implementation and the mechanism's institutional framework. German description: Die effektive Uberwachung der Geschaftsfuhrung stellt das Kernproblem einer jeden Aktiengesellschaft dar. Ein Instrument zum Ausgleich der Uberwachungsdefizite ist der unabhangige Direktor. Er gehort weltweit zum Standard guter Corporate Governance, ist jedoch zunehmend in die Kritik geraten. Seine Rezeption in Japan hat demgegenuber erst in jungerer Vergangenheit vor dem Hintergrund des Wirtschaftsprogramms Abenomics an Fahrt aufgenommen. Torsten Spiegel geht der Frage nach, wie sich der unabhangige Direktor in das bislang weitgehend vor unternehmensexternem Einfluss abgeschottete System der Corporate Governance in Japan einfugt. Er leitet aus seinen rechtsvergleichenden Untersuchungen zu den USA, dem Vereinigten Konigreich und Deutschland ein Analysekonzept ab. Anhand dessen untersucht er sowohl die strukturellen Rahmenbedingungen als auch die bisherige Ausgestaltung des unabhangigen Direktors in Japan.

Independent Directors in Asia

Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 1107179599
Format: PDF, Docs
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The first in-depth analysis of the independent director in Asia: who they are, what they do and how they are regulated.

Corporate Governance for Public Company Directors

Author: Martin E. Lowy
Publisher: Aspen Publishers Online
ISBN: 0735541035
Format: PDF, ePub
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Corporate Governance for Public Company Directors takes you step-by-step through the new regulatory requirements that now shape the role of the corporate director. You'll find all of the information you need, including complete coverage of: Sarbanes-Oxley Act NYSE Rules NASDAQ Rules In this essential new work, The author: explains the roles boards play in giving strategic direction To The company, In reviewing proposed acquisitions and declaring dividends, As well as the difficulties they face in change of control situations. guides directors in the practicalities of how to establish agendas and review minutes. provides tips on how to establish a productive and manageable flow of information. evaluates the use of independent legal counsel and other advisers, and investigations, As well as the roles directors should play in communications with shareowners and other constituencies through proxy statements, SEC filings and on-line conference calls. devotes several chapters To The more limited impact of the new rules on boards of mutual funds and non-U.S. issuers. Finally, and of great value, The author tells directors how to work together cohesively, what 'red flags' to look for that signal trouble on the horizon and what factors to consider in deciding whether to accept a directorship ... or resign from one! Many of the book's best chapters are short and pithy. A few chapters, such as those on the specialized roles of the compensation and audit committees under the new standards, require (but reward) patience with the detail. These have become complex technical subjects that are almost meaningless without the details. The number of practical suggestions in this little book is amazing, and although not every corporate governance expert will agree with every suggestion, taken as a whole, The compendium is uniquely useful. Having himself been a senior corporate officer and director, and a partner in two national law firms, As well as independent counsel to mutual fund and other boards, The author knows, As much as anyone today, whereof he writes. Turn to Corporate Governance for Public Company Directors for quick, expert advice on what directors need to know about the new rules, and how to be a hero in today's corporate climate.

The Role of Independent Directors in Corporate Governance

Author: Bruce F. Dravis
ISBN: 9781634251419
Format: PDF, Kindle
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Updated and expanded, this second edition provides directors--and attorneys advising directors--with information on the policies and underlying issues that shape director fiduciary duties and the other corporate governance requirements. It describes the legal and economic context in which these governance requirements arise, and also outlines the implementation details that can affect specific governance related decisions. It also includes sample summary materials in the form of PowerPoint presentations to use as starting points to prepare training or explanatory sessions before a board or management.

The Independent Director in China and India

Author: Cornelius Bader
Publisher: GRIN Verlag
ISBN: 3640955765
Format: PDF, Mobi
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Seminar paper from the year 2010 in the subject Law - Comparative Legal Systems, Comparative Law, grade: A+, Vanderbilt University (Law School), language: English, abstract: The "independent director" has become a centerpiece of modern corporate governance. However, the concept of "independence," and the ability of independent directors to fulfill their roles, remains deeply problematical. In the course of the discussion on the proper role of independent directors that unfolded in Europe and the United States during the 1980s and 1990s and peaked in the wake of the Enron scandal, rules on director independence have found their way to the corporate governance regimes of developing countries that turned their head to western economies. Particularly in China and India, independent directors have taken their place on company boards, earning mixed responses from the academic and business community. What is the current state of Indian and Chinese rules on director independence? What tensions do they address and create? And what can be done to optimize the achievement of their objectives? The goal of this article is to examine the status quo of director independence in the two countries, to put the regulations into their historic and political context, to summarize practical experiences with the new institution, and to point to possible future developments.

Compliance Conviction

Author: Curtis J. Crawford
Publisher: XCEO, Inc.
ISBN: 9780976901914
Format: PDF, Kindle
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From the mid-1970s to the present moment, U.S. corporations have struggled to adapt to a globalizing economy, stunning technological improvements, and a reshaping of the corporate environment through mergers and acquisitions, downsizing, and re-engineering. With widespread political reforms afoot, the corporate boards charged with directing and overseeing America's public corporations faced dramatic changes in their functioning, governance processes, and composition. In the midst of this turmoil, the stakeholders of U.S. corporations-shareholders, employees, communities, and government- held corporate CEOs and directors increasingly responsible for corporate failures and successes. Many traditional boards, filled with executives who served reciprocally on each other's boards, seemed so complacent in their fiduciary oversight of corporations that they were considered mere rubber stamps for the wishes of CEOs. When corporations performed poorly, pension and mutual funds blamed corporate directors for their reluctance to challenge poor management decisions that cost shareholders money. As these funds grew and held ever larger blocks of shares, they forced corporate boards to hear their complaints and, in many cases, to act on them. Eventually, the business press and government stepped in to help change the way corporations were governed. As will be discussed throughout Compliance and Conviction, the rules and customs by which large U.S. public corporations are organized, financed, and governed have undergone intense scrutiny and changed substantially since the late 1990s. The challenges facing most boards have become ideal launch pads for initiatives of a new, enlightened form of corporate governance in which corporate boards take increasing responsibility for making sure that corporations are accountable to their shareholders, employees, communities, customers, and suppliers.Compliance and Conviction addresses some of the major issues facing corporate directors during the last 3 decades, a time of significant transition in corporate governance. Reading Compliance and Conviction will be useful to anyone who wants an insider view of some of the major issues facing today's corporate boards and directors. Equally important, reading this book will benefit business leaders interested in creating agendas aimed at reforming corporate governance to meet the challenges of the coming era. Good corporate governance is no accident. It results from careful planning, implementation, coordination, and evaluation. Like any other endeavor, its success depends on extreme personal leadership. When boards leave governance structures to chance or complacently fail to change them, they risk becoming reactive bodies that do little except respond to situations as they arise. Effective governance procedures streamline board structures and eliminate processes that waste time, thus permitting the enlightened board to focus on monitoring trends and planning corporate strategy and executive succession, three activities central to keeping a company nimble in today's ever-changing market.The corporate failures of the first decade of the 21st century and the repercussions of these failures, including the Sarbanes-Oxley Act of 2002, certainly have intensified focus on corporate governance. Unfortunately, like for most calls to action, fear was the primary driver, and both stakeholders and corporations sought compliance with the new regulations designed to restore confidence to shareholders. Now that the trepidation has subsided and the financial performances of Corporate America again have reached a reasonably steady state of appreciation, corporate stakeholders are likely to turn their attention to other, more pressing, issues. Many great achievements have flowed from accidental breakthroughs, and many others have been motivated by some kind of fear. Good corporate governance, however, should not be left to chance. Serendipity is a poor surrogate for strategy and never should be considered a foundation for building long-term shareholder value. Nor should corporate governance be driven by fear. In Compliance and Conviction, I suggest that corporate boards use enlightened corporate governance as a touchstone for delivering sustainable long-term shareholder value.Corporate directors must remain vigilant in the pursuit of increasing long-term shareholder value and stakeholder appreciation. As the heightened awareness of, and interest in, the Sarbanes-Oxley Act of 2002 begins to wane, corporate boards must strive to maintain a deliberate focus on compliance and demonstrate a strong conviction for business success. We all have a vested interest in the continued evolution of the governance of the American corporation.