The law expects independent directors to bring an independent judgment to bear on the Board's deliberations, especially, on issues of strategy, performance, risk management, resources, key appointments, audit and standards of conduct; and to bring an objective view in the evaluation of the...

CEO duality is a contentious issue driving much debate amongst regulators and business leaders. It is also an aspect of corporate governance, to which insurance companies have made significant changes in recent years. Despite its significance, we know little about the determinants of CEO duality...

In the aftermath of the Asian economic crisis in the late 1990s, Korea adopted various reforms on corporate governance pursuant to the recommendations of the IMF. Unlike many jurisdictions where the listing rules or other types of “soft law” require independent directors, Korea statutorily...

This thesis explores whether independent directors in the USA and Canada are effective in holding management accountable by: (1) analyzing how the policy of relying on independent directors developed and operates; (2) introducing the main theoretical critiques of independent directors'...

The European Commission sees shareholder engagement as a cornerstone of the corporate governance model for listed companies. Shareholder engagement can to some extent be supported by legislation at national and EU levels. Some legislation is already in place, such as the Shareholders' Rights...

This article provides an overview of the risk oversight knowledge and skills required to equip directors to better drive value creation, prevent significant corporate value erosion and perhaps most importantly, help directors protect their personal reputations as guardians of stakeholder interests

Executive equity compensation is granted out of an equity incentive plan that must be approved by shareholders. Equity incentive plans are an important precursor to equity grants because plan terms give boards of directors discretion over the amount and features of equity that can be granted...

In this Article, we use hand-collected data to shed light on a troubling innovation in bankruptcy practice. We show that distressed companies, especially those controlled by private-equity sponsors, often now prepare for a Chapter 11 filing by appointing bankruptcy experts to their boards of...

Based on the optimal board independence theory, we analyze how Spanish listed firms determine the presence of genuine and gray independent directors. We classify independents as gray whenever they do not satisfy formal independence requirements. Given the findings in previous literature, this...