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Independent directors
The role of independent non-executive directors features prominently in corporate governance codes. The presence of independent representatives on the board, capable of challenging the decisions of the management, is widely considered as a means of protecting the interests of shareholders and, where appropriate, other stakeholders. The European Commission’s Action Plan to modernise company law and enhance corporate governance in the EU announced the adoption in the short term of a Commission Recommendation on the role in listed companies of (independent) non-executive or supervisory directors.
The ECGI itself does not take a position on these matters. Rather, the purpose of the Institute is to generate research, stimulate debate and disseminate best practice. In these pages therefore, you will find links to proprietary ECGI research and other references to material on this important topic. They are continuously developed as new information becomes available.

Any comments and suggestions for additional links and references are very welcome.


Contents:
European Commission's Recommendation (provisional text) dated 6 October 2004

ECGI Working Paper 02/2002: Corporate Governance and Control by Marco Becht, ECGI European Corporate Governance Institute, Patrick Bolton, Princeton University - Department of Economics; Centre for Economic Policy Research (CEPR) and Ailsa Roell, Princeton University - Department of Economics

ECGI Working Papers 18/2004: Board Models in Europe - Recent Developments of Internal Corporate Governance Structures in Germany, the United Kingdom, France, and Italy by Klaus J. Hopt, Max Planck Institute for Foreign Private and Private International Law, Hamburg & ECGI and Patrick C. Leyens, Max Planck Institute for Foreign Private and Private International Law, Hamburg