Indian Journal of Industrial Relations: Economics & Social Dev.

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Board Independence & Corporate Governance in India: Recent Trends & Challenges Ahead


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1 Indira Gandhi Institute of Development Research, A. K. Vaidya Marg, Mumbai 400065, India
     

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The failure to detect internal crisis early on and act in a timely manner to put the organization back on track before difficulties become irreversible engages the attention of analysts the worldwide. In India too, the renewed focus on the functioning of corporate boards along with a debate on the rights and responsibilities of board members followed the disclosure failures at Satyam Computer Services. This paper examines some important policy issues related to board independence based on "lessons of experience" from implementing board reforms across the countries including India. The paper seeks to put in perspective the progress made in India regarding the adoption of international best practices for the constitution and functioning of independent boards.
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  • Agrawal, Anup & Knoeber, Charles R. (1996), “Firm Performance and Mechanisms to Control Agency Problems between Managers and Shareholders,” Journal of Financial and Quantitative Analysis, 31(3): 377-97.

  • Andres, P., V. Azrofa & F. Lopez (2005), “Corporate Boards in OECD Countries: Size, Composition, Functioning and Effectiveness”, Corporate Governance: An International Review, 13 (2), 197-210.

  • Bhagat, Sanjai & Bernard Black (2002), “The Non-correlation between Board Independence and Long- term Firm Performance”, The Journal of Corporation Law, 27: 231-273.

  • Bhagat S., Brickley J. & Coles J. (1987), “Managerial indemnification and liability insurance: The effect of shareholder wealth,” Journal of Risk and Insurance, 55: 721-736.

  • Brickley, J.A., J.L. Coles, & R.L. Terry (1994), “Outside Directors and the Adoption of Poison Pills,” Journal of Financial Economics (June): 371-90.

  • Byrd, J. & K. Hickman (1992), “Do Outside Directors Monitor Managers? Evidence from Tender Offer Bids,” Journal of Financial Economics (October): 195-221.

  • Chakrabarti, R., B. Megginson & P.Yadav (2008), “Corporate Governance in India,” Journal of Applied Corporate Finance, 20: 59-72.

  • Core, James, Robert Holthausen & David Larcker (1999), “Corporate Governance, Chief Executive Officer Compensation, and Firm Performance, Journal of Financial Economics, 51: 371-406.

  • Dahya, J. & McConnell (2003), “Board Composition, Corporate Performance, and the Cadbury Committee Recommendation”, Working Paper No. 2003-003, Purdue University.

  • Fama, Eugene (1980), “Agency Problems and the Theory of the Firm”, Journal of Political Economy 88: 288-307.

  • Fink, R. (2006), “Social Ties in the Boardroom: Changing the Definition of Director Independence to Eliminate “rubber stamping” Boards,” Southern California Law Review, 79: 455-496.

  • Fisch, J. (2004), “The New Federal Regulations of Corporate Governance”, Harvard Journal of Law and Public Policy, 39.

  • Ghosh, S. (2006), “Do Board Characteristics Affect Corporate Performance? Firm Level Evidence for India,” Applied Economic Letters 13(7), 435-43

  • Gordon, Jeffrey G. (2007), “The Rise of Independent Directors in the United States, 1950-2005: Of Shareholder Value and Stock Market Prices,” Stanford Law Review, 1465.

  • Grant Thornton - Ficci (2009), “CG Review 2009: India 101-500, Grant Thornton India.

  • Hermalin, Benjamin E. & Michael S. Weisbach (1991), “The Effects of Board Composition and Direct Incentives on Firm Performance”, Financial Management 20: 101-12.

  • Jensen, Michael (1993), “The Modern Industrial Revolution, Exit, and the Failure of Internal Control Systems,” The Journal of Finance, July: 831-80.

  • Mace, M.L. (1986), Directors: Myth and Reality, Revised Ed., Cambridge, MA, Harvard Business School Press.

  • Milgram, S. (1974), Obedience to Authority. Harper and Row.

  • Miwa, Y. & J. Ramseyer (2005), “Who Appoints Them, What Do They Do? Evidence on Outside Directors from Japan,” Journal of Economics and Management Strategy, 15 (2): 299-337.

  • Morck, R. (2004), “Behavioral Finance in Corporate Governance – Independent Directors, Non-executive Chairs and the Importance of the Devil’s Advocate,” NBER Working Paper 10644.

  • Morck, Randall, Daniel Wolfenzon, & Bernard Yeung (2005). “Corporate Governance, Economic Entrenchment and Growth”, Journal of Economic Literature, 43(3):655–720.

  • Patton, A. & J.C. Baker (1987), “Why Won’t Directors Rock the Boat?” Harvard Business Review (Nov-Dec): 10-18.

  • Peng, M. W. (2004), “Outside Directors and Firm Performance during Institutional Transitions”, Strategic Management Journal, 25: 435-71

  • Pfeffer, J. (1972), “Inter-organizational Influence and Managerial Attitudes”, Academy of Management Journal 15, 317-330.

  • Peng, M., T. Buck & I. Filatotchev (2003), “Do Outside Directors and New Managers Help Improve Firm Performance? An Exploratory Study in Russian Privatization,” Journal of World Business, 38: 348-60

  • Roe, M. (2004), “The Institutions of Corporate Governance,” Discussion Paper No. 488, Harvard Law School.

  • Sarkar, J., S. Sarkar & K. Sen (2008), “Board of Directors and Opportunistic Earnings Management: Evidence from India,” Journal of Accounting, Auditing and Finance, 23 (4).

  • Sarkar J. & S. Sarkar (2009), “Multiple Board Appointments and Firm Performance in Emerging Economies: Evidence from India,” Pacific Basin Finance Journal, 17(2): 271-93.

  • Shivdasani, Anil & David Yermack (1999), “CEO Involvement in the Selection of New Board Members: An Empirical Analysis”, Journal of Finance, 54: 1829-53.

  • Weisbach, M.S. (1988), “Outside Directors and CEO Turnover”, Journal of Financial Economics 20: 431-60.

  • Yeh,Y. & T. Woidtke (2005), “Commitment or Entrenchment?: Controlling Shareholders and Board Composition”, Journal of Banking & Finance 29: 1857-85.

  • Yermack, D. (1996), “Higher Market Valuation of Companies with Small Boards of Directors,” Journal of Financial Economics (February), 185-212.


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  • Board Independence & Corporate Governance in India: Recent Trends & Challenges Ahead

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Authors

Jayati Sarkar
Indira Gandhi Institute of Development Research, A. K. Vaidya Marg, Mumbai 400065, India

Abstract


The failure to detect internal crisis early on and act in a timely manner to put the organization back on track before difficulties become irreversible engages the attention of analysts the worldwide. In India too, the renewed focus on the functioning of corporate boards along with a debate on the rights and responsibilities of board members followed the disclosure failures at Satyam Computer Services. This paper examines some important policy issues related to board independence based on "lessons of experience" from implementing board reforms across the countries including India. The paper seeks to put in perspective the progress made in India regarding the adoption of international best practices for the constitution and functioning of independent boards.

References