Edited by Jonas Gabrielsson, Wafa Khlif and Sibel Yamak
Chapter 9: Independent directors: experience and value in contrasting economic contexts
The Organisation for Economic Co-operation and Development (OECD) Principles of Corporate Governance embed an emphasis on independent directors as a mechanism for board independence and to reduce/resolve agency conflict. It is argued that this mechanism may increase board expertise, experience and diversity. These principles have become de rigueur for large public companies in many developed economies, including Australia, although tending to be reflected in listing requirements rather than in law, and leaving it to the companies to report on whether appointees meet the objective criteria of independence. Emerging economies have in the past been less likely to adopt such requirements, but it is now apparent that many are now moving to do so. Empirical evidence on the relationship between independent directors and financial performance, regardless of the development stage of countries (e.g. Australia and Bangladesh), is mixed, although the rationale offered for such findings varies somewhat depending on national and contextual factors. This raises interesting questions about national and institutional differences and whether these are reflected in divergent understanding and expectations of the role, appointment and participation of independent directors, and if there could be alternative rationales for their appointment. This chapter refers to findings from the Australian and Bangladeshi contexts as a basis for consideration of questions relating to the definition, rationale and performance of independent directors. It is apparent that requirements and guidelines for the appointment of independent directors tend to be in reaction to specific issues and ideologies.
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