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Independent Non-Executive Directors: A Search for True Independence in Asia
Codes, Standards, and Position Papers
Lee Kha Loon, CFA and Angela Pica, CFA
Independent Non-Executive Directors: A Search for True Independence in Asia (January 2010): 1-49
(doi: 10.2469/ccb.v2010.n1.1)

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Abstract

Board composition and independence are fundamental issues in corporate governance. Concentrated ownership structures and weak legal protection in Asia increase the importance of independent non-executive directors on corporate boards. In Asia, companies commonly have controlling shareholders who have the ability to control the nomination and election of directors to the board. Independent non-executive directors should have high ethical standards, with the ability to act objectively to ensure that minority shareholders’ rights are not expropriated. This study examines ways to ensure that so-called independent directors are, in fact, independent. The study includes a comparative analysis of the regulations and codes of corporate governance in Hong Kong, Singapore, India, and the Philippines. These countries were chosen because of their concentrated ownership structures in the listed equity markets and because their corporate governance regulations are at various stages of development and implementation. We identify four key areas for discussion and improvement: director nomination and appointment, the concept of independence, director training and qualification, and the number of independent directors on the board.


Topics

Corporate Finance
    Corporate Governance
Standards, Ethics, and Regulation (SER)

Author Information

Lee Kha Loon, CFA, Head, CFA Institute Centre, Asia-Pacific Office

Angela Pica, CFA, Policy Analyst, CFA Institute Centre, Asia-Pacific Office


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