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Setting The Record Straight: Three Concepts Of The Independent Director, Donald C. Clarke
Setting The Record Straight: Three Concepts Of The Independent Director, Donald C. Clarke
GW Law Faculty Publications & Other Works
Despite the surprisingly shaky support in empirical research for the value of independent directors, their desirability seems to be taken for granted in policy-making circles. Yet important elements of the concept of and rationale for independent directors remain curiously obscure and unexamined. As a result, the empirical findings we do have may be misapplied, and judicial gap-filling may be harder than imagined when legislative intent cannot be divined or is contradictory.
This article attempts to unpack the concept broadly understood by the term independent director and to distinguish among its various concrete manifestations. In particular, I discuss the critical differences …
The Independent Director In Chinese Corporate Governance, Donald C. Clarke
The Independent Director In Chinese Corporate Governance, Donald C. Clarke
GW Law Faculty Publications & Other Works
Corporate governance (gongsi zhili) is a concept whose time has come in China, and the institution of the independent director is a major part of this concept. Policymakers in several countries such as the United Kingdom and Japan have turned to independent directors as an important element of legal and policy reform in the field of corporate governance. In August 2001, the China Securities Regulatory Commission (CSRC) issued its Guidance Opinion on the Establishment of an Independent Director System in Listed Companies. Covering all companies listed on Chinese stock exchanges (but not Chinese companies listed overseas), it constitutes the most …