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| Author: | Zattoni, A. Cuomo, F. |
| Title: | How independent, competent and incentivized should non-executive directors be? An empirical investigation of good governance codes |
| Journal: | British Journal of Management
2010 : MAR, VOL. 21:1, p. 63-79 |
| Index terms: | corporate governance directors incentives competencies |
| Freeterms: | independency |
| Language: | eng |
| Abstract: | This paper aims at examining how independent, competent and incentivized non-executive (henceforth as: non-exec.) directors (as: dirs.) should be according to governance scholars and board best practices. A review of the literature on non-exec. dirs. is conducted. Gathered are corporate governance codes developed worldwide by the end of 2005. A comparative analysis is made of their recommendations about the independence, the competencies and the incentives of non-exec. dirs. It is shown that i. non-exec. dirs.' independence is a commonly recommended governance practice, the meaning of which differs largely among countries, ii. non-exec. dirs.' competencies and incentives are not considered a governance issue to be regulated in detail, iii. agency theory and the search for appropriate board demography tend to dominate the recommendations of governance literature and codes. |
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