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China adopted an independent director system in 1997 in order to perfect company management structure in the country. The purpose of this paper is to assess the effectiveness of that system.

This paper starts from the current status of the independent director system in the country and gives comments on the independent nature and designation procedure of the independent directors, rationalization of the incentive system and completion of responsibility mechanism.

The unique function of the independent director system plays a decisive role in preventing control by people within a public company, minimizing power abuse by shareholders and best maintaining the interests of medium and small shareholders. But there still exists certain shortcomings in independent director system in China such as unclear of the independence nature, irrationality of designation method, incomplete incentive system and short of relative responsibility mechanism which restrict independent director system to be brought into full play.

Management of a company is always a hot topic in the company law and an independent director system is a very important aspect. On the basis of learning from advanced experience from the western world, China imported the independent director system to improve the management system of its companies. This paper analyses defects of the current independent director system in China and puts forward improvement measures.

A revised Combined Code on corporate governance was introduced in the UK in 2003 which set out a number of new provisions relating to the composition of the company's Board of Directors and its main Committees. The Code gives greater prominence to the role of non‐executive directors in a company's corporate governance structures and decision‐making processes. This paper examines the main provisions of the Code relating to non‐executive directors and the emphasis it places on the importance of non‐executives being “independent”.

The paper discusses the main issues concerning the effectiveness of non‐executive directors, drawing in part of the evidence provided by a sample of large UK companies.

Most companies “comply” with the Code's requirements relating to non‐executive directors and endorse the positive contribution they make to Board and Committee work.

Considers the pros and cons of the role of non‐executives and the issue of what constitutes “ independency”.

This is one of the first papers to examine the provisions of the new Code relating to non‐executive directors.

This paper aims to explore potential opportunities for corporate learning and development functions to play a strategic leadership role by meeting the professional development needs of company directors.

The authors conducted an interview with Mr Dmitriy Larionov, an independent director at Kazakhtelecom and Air Astana.

The interview revealed that, from the perspective of the interviewee, company directors do have important professional development needs. These needs, however, are not easily satisfied and can go unmet.

Learning and development professionals in listed companies can play a heightened strategic and influencing role in corporate governance by better equipping directors to perform their duties well.

Air Astana is a rapidly expanding company in a highly competitive and universally significant industry. Kazakhstan is a new country without a history of private companies. Kazakhstan is one of the world's fastest developing economies.

Changes to government policy, deregulation and corporatization in New Zealand have influenced the number and status of women on boards of directors. Using company records, archival material and interviews, examines gender equity on boards of directors in New Zealand and compares the progress of women on the boards of corporate companies in the private sector with those on crown company boards in the public sector. While increasing numbers of New Zealand women are entering the business arena, they continue to be underrepresented in the boardrooms and there exists a clear disparity between gender representation on the boards of crown and corporate companies with women being disadvantaged in the private sector. Includes interview material from women who have successfully achieved directorships and examines the approaches they adopted. Outlines some positive steps to assist women in the bid for corporate directorship, but suggests that the challenge of changing corporate and societal attitudes remains.

Changes to government policy, deregulation and corporatization in New Zealand have influenced the number and status of women on boards of directors. Using company records, archival material and interviews, this paper seeks to examine gender equity on boards of directors in New Zealand and compare the progress of women on the boards of corporate companies in the private sector with those on crown company boards in the public sector.

The paper includes interview material from women who have successfully achieved directorships and examines the approaches they adopted. The paper uses company records and interviews to achieve this aim.

While increasing numbers of New Zealand women are entering the business arena, they continue to be underrepresented in the boardrooms and there exists a clear disparity between gender representation on the boards of crown and corporate companies with women being disadvantaged in the private sector.

The paper outlines some positive steps to assist women in the bid for corporate directorship, but suggests that the challenge of changing corporate and societal attitudes remains.

The conflict between “serving” and “supervising” an owner manager is an important reason for the role difficulties faced by directors of private companies. Explores the conflicting motivations of owners who establish boards of directors; discusses the role of both owner‐manager entrepreneurs and directors in making private company boards work; and gives guidelines for reducing conflict and increasing board effectiveness. It is based on a survey of 25 directors of private and public company boards.

To provide a comprehensive overview of corporate governance practices in the top listed companies in ten European countries.

Presents comparative empirical research based on public data from public companies. This survey has been published biennially ever since 1999. We selected the top companies by market capitalization from national indexes (e.g. CAC 40, DAX 30). Each of the 294 companies was rated individually in order to produce a country average, from which we generate a European average. The weighted rating criteria as the same as in our 3 previous surveys, and take into account the working and composition of the board, and disclosure levels.

The study shows significant progress and more convergence in corporate governance practices. The best‐performing countries in the three previous surveys – the UK, the Netherlands and France – are still at the top, and there is a reduced variance within countries. Boards also continue to work harder, partly explaining the rise in Directors' compensation. Committees are almost universal, although their composition could be improved. Boards are gradually becoming more independent but remain more domestic than the companies themselves. International directors (16 percent) and women directors (now 7 percent) are still not enough in evidence. More progress in corporate governance practices can be expected in the future as we can expect an even greater convergence of board practices between and within European countries.

This study is unique as it provides a reliable comparative picture of board practices across ten European countries and ever since 1999, with the comments of local experts of corporate governance in each market.

Independent directors are important corporate decision participants and makers. Based on the Chinese cultural background, this paper interprets the listing order of independent directors as independent directors’ status, exploring their influence on the corporate research and development (R&D) behavior.

This paper studies A-share listed firms in China from 2008 to 2018 as the sample. The main method is ordinary least square (OLS) regression. We also use other methods to deal with endogenous problems, such as the firm fixed effect method, change model method, two-stage instrumental variable method, and Heckman two-stage method.

(1) Higher independent directors’ status attribute to more effective exertion of supervision and consultation function, and positively enhance the corporate R&D investment. The increase of the independent director’ status by one standard deviation will increase the R&D investment by 4.6%. (2) The above effect is more influential in firms with stronger traditional culture atmosphere, higher information opacity and higher performance volatility. (3) High-status independent directors promote R&D investment by improving the scientificity of R&D evaluation and reducing information asymmetry. (4) The enhancing effect of independent director’ status on R&D investment is positively associated with the firm’s patent output and market value.

This paper contributes to understanding the relationship between the independent directors’ status and their duty execution from an embedded cultural background perspective. The findings of the study enlighten the improvement of corporate governance efficiency and the healthy development of the capital market.

Purpose of this paper – This study investigates compliance with the corporate governance code in an African developing economy (Mauritius).

Methodology/approach – We examine the annual reports of 41 listed companies to assess the extent of compliance with the code and to analyze the wording of compliance statements. We also carry out in-depth semi-structured interviews with selected company directors to understand the reasons for compliance (or non-compliance).

Findings – Initial findings indicate a reasonable level of compliance with the more visible requirements of the code but noteworthy non-compliance also emerges, particularly in relation to the low number of company boards being chaired by independent directors, to uncertainties on the actual operation of board committees, and to the widespread non-disclosure of directors’ remuneration. Furthermore, compliance statements were found to be vague, ambiguous, or even inconsistent with the extent of compliance disclosed in the reports. We believe these are indications that many of the companies are adhering selectively with the code to project an image of symbolic compliance. Our in-depth follow-up interviews with directors largely confirm this behaviour of selective compliance.

Research implications – We suggest that the pursuit of legitimacy as an operational resource – rather than efficiency-led rationales – emerges as a potential theoretical explanation for the adoption of the corporate governance code in Mauritius.

Originality /value of paper – We bring evidence on how the corporate governance code is being understood and rationalized in a developing economy. We rely on a combination of annual report disclosures, compliance statements, and interview data to investigate corporate governance compliance.

This chapter examines corporate governance–related financial reporting issues in the context of globalization. Over the past few decades, the process of globalization has substantially altered the fields of corporate governance and accounting. More specifically, Anglo-American models of corporate governance and financial reporting have received increasing momentum in emerging economies, including China. However, a review of relevant studies suggests that there is limited research examining the implementation of Anglo-American concepts in various countries regardless of their growing acceptance. This monograph extends the existing literature by comprehensively investigating the adoption of internationally acceptable principles and standards in China, the largest transitional economy that has different institutional context from Anglo-American countries. In addition, the review has a number of implications for developing the theoretical framework, and determining the research methodology for the monograph.