Independent Directors, Key to Good Governance

Abstract

The collapse of high profile large corporations such as Satyam, Enron etc. while performing the governance practices has raised many issues regarding good governance mechanism. The independent directors are one of the important mechanisms for the good governance practices in an organisation. In India two-third of the companies are family owned and therefore presence of independent directors on the board is very important to protect the rights of minority investors and other stakeholders. Independent directors with independent thoughts and action may lead to a constructive value addition for the firm. The present paper discusses the importance of independent directors on the board. The paper also shows a glimpse of the current picture of corporate structure and corporate governance in India. Though the role of independent director is most important to detect and prevent the unethical practices still it fails to perform their roles in many cases. This paper identifies and explains the drivers on reasons, why independent directors still fail to perform their fiduciary roles in many cases. Finally the article concludes based on the functioning of the independent directors and challenges for having an implementable code of conduct for them. The diverse opinion of the corporate experts, government bodies, and industry apex bodies is the need of the hour to make one that is easy to implement.