Independent Directors: After the Crisis

Wolf-Georg Ringe

Publikation: Bidrag til tidsskriftTidsskriftartikelForskningpeer review

Resumé

This paper re-evaluates the corporate governance concept of ‘board independence’ against the disappointing experiences during the 2007-08 financial crisis. Independent or outside directors had long been seen as an essential tool to improve the monitoring role of the board. Yet the crisis revealed that they did not prevent firms' excessive risk taking; further, these directors sometimes showed serious deficits in understanding the business they were supposed to control, and remained passive in addressing structural problems.
A closer look reveals that under the surface of seemingly unanimous consensus about board independence in Western jurisdictions, a surprising disharmony prevails about the justification, extent and purpose of independence requirements. These considerations lead me to question the benefits of the current system. Instead, this paper proposes a new, ‘functional’ concept of board independence. It would redefine independence to include those directors that are independent of the firm's controller, but, at the same time, it would require them to be more accountable to (minority) shareholders.
OriginalsprogEngelsk
TidsskriftEuropean Business Organization Law Review
Vol/bind14
Udgave nummer3
Sider (fra-til)401-424
ISSN1566-7529
DOI
StatusUdgivet - 2013

Emneord

  • Independent directors
  • Corporate Governance
  • Minority protection
  • Financial crisis

Citer dette

Ringe, Wolf-Georg. / Independent Directors : After the Crisis . I: European Business Organization Law Review. 2013 ; Bind 14, Nr. 3. s. 401-424.
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Independent Directors : After the Crisis . / Ringe, Wolf-Georg.

I: European Business Organization Law Review, Bind 14, Nr. 3, 2013, s. 401-424.

Publikation: Bidrag til tidsskriftTidsskriftartikelForskningpeer review

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