Independence and independent company directors

Abstract

One of the standard regulatory reactions to troubling events in the corporate world-such as the collapse of one of Australia's largest insurers, HIH, the Enron failure in the US, and the Polly Peck accounting scandal in the UK-has been regulation that mandates formally independent directors, and plenty of them. Yet some of the most recent initiatives paint a more mixed picture than usual. For example, in Australia the most recent changes to the ASX Corporate Governance Principles are focused on diversity. In the UK, the Walker Review suggested that expertise was the answer. This paper argues that there is a growing recognition that a reliance on formal independence, as it has been conceived in corporate governance regulation, is unsatisfactory. This paper deconstructs the concept of independence and uses these different understandings of independence to evaluate how the regulation of independent directors has evolved in recent years.