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Author: Hrishikesh Desai
Publisher:
ISBN:
Category :
Languages : en
Pages : 12
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Book Description
The role of independent directors features prominently in corporate governance codes. U.S. public companies continue to adopt the best practices within the framework of strengthened securities market listing standards and legal requirements that developed, beginning with the passage of the Sarbanes-Oxley Act and have continued with the financial crisis and the passage of the Dodd-Frank Act. In India, key corporate governance laws had not kept pace with the changing contours of the economy until the recent enactment of the Companies Act of 2013, which completely revamps the country's corporate governance code. In this research study, I present a comparative assessment of the independent director models both in India and the U.S. on several key parameters, i.e. definition and selection, board and committee composition, manner of appointment, term of office, remuneration, and duties and liabilities.
Author: Hrishikesh Desai
Publisher:
ISBN:
Category :
Languages : en
Pages : 12
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Book Description
The role of independent directors features prominently in corporate governance codes. U.S. public companies continue to adopt the best practices within the framework of strengthened securities market listing standards and legal requirements that developed, beginning with the passage of the Sarbanes-Oxley Act and have continued with the financial crisis and the passage of the Dodd-Frank Act. In India, key corporate governance laws had not kept pace with the changing contours of the economy until the recent enactment of the Companies Act of 2013, which completely revamps the country's corporate governance code. In this research study, I present a comparative assessment of the independent director models both in India and the U.S. on several key parameters, i.e. definition and selection, board and committee composition, manner of appointment, term of office, remuneration, and duties and liabilities.
Author: Cornelius Bader
Publisher: GRIN Verlag
ISBN: 3640955730
Category : Law
Languages : en
Pages : 40
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Book Description
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.
Author: Kamal Kishore
Publisher:
ISBN:
Category :
Languages : en
Pages :
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Book Description
An independent director is a non-executive director who is devoid of any material conflict of interest with the company or its promoters. In the aftermath of various serious corporate frauds and incidents of mismanagement, investor confidence was badly hurt. To restore a degree of confidence in the investors in companies, many committees were constituted in different countries, and most of them recommended, as one of the measures to remedy the situation, the concept of independent director on corporate boards. India too adopted the concept initially through codes/ recommendations made by committees and lately by incorporating necessary provisions in the New Companies Act, introduced in 2013, in an elaborate way. The USA provisions on independent directors emanate from listing manual of stock exchange and are generally similar to Indian regulations. The present paper examines different aspects of independent directors in the two important jurisdictions of India and USA in a comparative way. It is observed that both the countries have laid focus on absence of conflict of interest to determine the independent status of a director. Indian law prescribes one third of independent directors, while in USA, a majority of directors have to be independent. There are various similarities in the provisions relating to independent directors in the two countries.
Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 1316843858
Category : Law
Languages : en
Pages : 637
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Book Description
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.
Author: Dan W. Puchniak
Publisher: Cambridge University Press
ISBN: 1316846091
Category : Law
Languages : en
Pages : 638
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Book Description
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.
Author: Roberta S. Karmel
Publisher:
ISBN:
Category :
Languages : en
Pages : 0
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Book Description
The common law concept of the disinterested director developed into the model of an independent director and was advocated by the Securities and Exchange Commission (SEC) as a general ideal and by court decisions in a variety of situations. The SEC has generally succeeded in imposing its corporate governance views concerning independent directors in the wake of scandals. Although the composition and behavior of securities markets and investors has changed drastically since the SEC was established in 1934, the SEC has persisted in its path dependent view that independent directors, ever more stringently defined, should dominate the boards of public companies. This article will critically address the question of what is the function and rationale for such directors. The independent director ideal has not been embraced all over the world. Neither has shareholder primacy. In particular, in some countries the controlling shareholder is considered to be not independent because one of the goals of corporate governance is the protection of minority shareholders. Also, where the government is a major shareholder, the independent director model is problematic. This Article will outline the evolution of the independent director model as championed by the SEC, and discuss criticisms of the independent director model. It also will set forth alternatives to the shareholder primacy theory of the firm because shareholder primacy is related to the independent director model. Finally, the article will discuss corporate governance models outside the United States, particularly in Europe and in China.
Author: Wenge Wang
Publisher:
ISBN:
Category : Corporate governance
Languages : en
Pages : 286
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Book Description
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.
Author: Harald Baum
Publisher:
ISBN:
Category :
Languages : en
Pages : 36
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Book Description
The paper provides a historical analysis of the rise of the independent director in the US and the UK. These two jurisdictions are commonly credited with creating the concept of the independent director and exporting it around the world.In the first half of the twentieth century, a managerialist model of corporate governance dominated in the US. Inside directors, chosen and controlled by the CEO, dominated corporate boards. The concept of the independent director and the related model of the 'monitoring board' appeared only in the 1970s. Two watershed events sparked this dramatic change: First, the sudden collapse of the major railway company Penn Central in 1970; and second, Eisenberg's influential book 'The Structure of the Corporation', published in 1976. According to Eisenberg, the board's essential function was to monitor the company's management by being independent from it. Today the reliance on independent directors as a panacea for various corporate governance ills has reached its zenith in the US.As in the US, the typical British board of the 1950s was an advisory board dominated by insiders. It was only in the 1990s, with the beginning of the British corporate governance movement subsequent to the publication of the Cadbury Report, that the concept of independent directors was embraced in the UK. Since the early 2000s independent directors have dominated on the boards of listed companies. From the UK, the concept of the independent director started to conquer the European Union as a fundamental corporate governance principle. The European Model Company Act of 2015 and, on the supra-national level, the OECD Principles of Corporate Governance of 2015 recommend assigning important tasks to independent board members.The empirical support for staffing boards with independent directors, however, remains surprisingly shaky given the ubiquitous reliance on independent directors. The global financial crisis of 2008 has added further doubts.
Author:
Publisher: International Transaction Journal of Engineering, Management, & Applied Sciences & Technologies
ISBN:
Category : Technology & Engineering
Languages : en
Pages : 239
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Book Description
Published articles from the International Transaction Journal of Engineering, Management, & Applied Sciences & Technologies 2022
Author: Peter Cappelli
Publisher: Harvard Business Press
ISBN: 1422157849
Category : Business & Economics
Languages : en
Pages : 337
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Book Description
Exploding growth. Soaring investment. Incoming talent waves. India's top companies are scoring remarkable successes on these fronts - and more. How? Instead of adopting management practices that dominate Western businesses, they're applying fresh practices of their ownin strategy, leadership, talent, and organizational culture. In The India Way, the Wharton School India Team unveils these companies' secrets. Drawing on interviews with leaders of India's largest firms - including Mukesh Ambani of Reliance Industries, Narayana Murthy of Infosys Technologies, and Vineet Nayar of HCL Technologies - the authors identify what Indian managers do differently, including: Looking beyond stockholders' interests to public mission and national purpose Drawing on improvisation, adaptation, and resilience to overcome endless hurdles Identifying products and services of compelling value to customers Investing in talent and building a stirring culture The authors explain how these innovations work within Indian companies, identifying those likely to remain indigenous and those that can be adapted to the Western context. With its in-depth analysis and research, The India Way offers valuable insights for all managers seeking to strengthen their organization's performance.
