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.

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 (gongsi zhili) is a concept whose time has come in China, and the institution of the independent director is a major part of this concept. Policymakers in several countries such as the United Kingdom and Japan have turned to independent directors as an important element of legal and policy reform in the field of corporate governance. In August 2001, the China Securities Regulatory Commission (CSRC) issued its Guidance Opinion on the Establishment of an Independent Director System in Listed Companies. Covering all companies listed on Chinese stock exchanges (but not Chinese companies listed overseas), it constitutes the most comprehensive measure taken to date by the CSRC - or indeed by any Chinese governmental authority - to regulate internal corporate governance through the institution of the independent director. This article discusses the institution of independent directors, and the Independent Director Opinion specifically, as a potential solution to Chinese corporate governance problems. It begins by discussing special features of the Chinese corporate landscape and the most prominent problems in the area of corporate governance. It then proceeds to identify differing conceptions of what is broadly termed the independent director - the outside director, the disinterested director, and the (more narrowly defined) independent director - and discusses the approaches taken in several different jurisdictions. The article canvasses empirical research on the relationship between independent directors and corporate performance in the United States, as well as in China, and finds that the research yields similar conclusions: there is no strong link. The article concludes by arguing that proponents of the institution of independent directors misconceive the nature of the corporate governance problem in China, as well as the functioning of independent directors in the United States, and have not taken into account specific features of the Chinese institutional environment - particularly the legal environment - that affect the viability of any proposed solution.

This book is about women directors in China and India. The aim of the book is to understand more clearly where women are present on corporate boards, and the reasons for their continued absence from most listed company boards. The Glass Ceiling in Chinese and Indian Boardrooms is written at a time of increasing awareness, particularly in Europe, of the benefits of gender equity at the boardroom table, and of the costs of women’s continued exclusion from corporate decision-making. Norway’s gender equity legislation has now been instrumental in ensuring that women occupy over 40% of all company board seats in that country. France, Italy and Spain are amongst those countries now following the same path towards equity. But Asia in general, and the world’s two largest nations in particular, still lag well behind. In China while women enjoy greater social and economic equality than many of their sisters in other parts of Asia, the male-dominated nature of the Party-state apparatus makes it unlikely that legislative change will be achieved any time soon. In India, while the country’s 2013 Corporations Law now requires all major listed firms to have at least one woman director, the real challenges for women are social and economic, where much work remains to be done. Based on detailed surveys of 1,000 key listed firms in India and China Provides results from empirical questionnaire surveys of key firms Analyses the importance of board diversity in a rapidly changing world, and its significance for economic and environmental stability

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.

The structure of this article is as follows: Part II will provide a brief history of the Chinese Economic Reform Era and the basic structure of the Chinese Company Law, and then discuss the legal framework about independent directors in Chinese corporate law. Part III will focus on structural issues of Chinese corporate governance and recent changes, including the modernization of state-owned enterprises, the banking sector, and the stock market. It will highlight the difficulties as well as the possibilities that this mechanism faces in a broader context. Part IV will analyze several different surveys on the results of this new legal design. This section will provide a more comprehensive view on the implementation of the independent director mechanism after its first decade in China. Also, the critiques of this new mechanism will be examined and assessed. Part V begins with an analysis of the core governance issues China is dealing with today and to what extent the current independent director mechanism is helping to solve those issues. After discussing its current ineffectiveness, this section will propose two possible models in which independent directors can play a role as social, economic, and political conditions continue to evolve in China. The purpose of this analysis is to help answer the question of whether the independent director mechanism is a reasonable choice in light of the current conditions in China and to suggest possible strategies to maximize its efficacy. Part VI will briefly conclude this article.