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The independence of board members

14 Sep 2008

That’s the answer; but what is the question?” (Gordon, 2006) Over the last twenty years, the concept of the “independent” director has become the cornerstone, indeed, for some, the philosopher’s stone, of “good” governance. [...] Responding to the concerns of large institutional investors during the 1980s, exchange- listed companies in Canada, the UK and the United States began modifying the composition of their boards to ensure that a majority of directors qualified as independent from management. [...] By the end of the 1990s, more than 60% of board members were independent, at least by the standards of the time. [...] INDEPENDENCE AND PERFORMANCE The singular role assigned to board independence, however defined, in achieving good governance has generated a large number of studies to assess the statistical evidence of a link between, on the one hand, the degree of independence of corporate boards of directors and, on the other hand, economic performance or some other indicators of governance effectiveness. [...] TABLE 2 The Nature of Shareholding: Type of Shareholders with 10% or more of the votes in Canadian companies of the S&P/TSX Institutional Investors 35% Individuals and families 44% Another company 21% (133 companies) 100% The voting power of these significant shareholders, as shown in Table 3, comes from direct holdings in three quarters of the cases and from a superior class of shares in a quarte
government politics democracy economy corporate law governance business civil law corporate governance corporations directors of corporations investments law securities board of directors stock credibility companies political process market and exchange institute for governance of private and public organizations legitimacy (political)

Authors

Allaire, Yvan

Pages
20
Published in
Canada

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