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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.


ECGI Working Papers
Preoccupied Independent Directors Ronald Masulis University of New South Wales, FIRN, National University of Singapore and ECGI Emma Jincheng Zhang University of New South Wales and Monash Business School (ECGI Finance Series 522/2017) August 2017
The Basic Governance Structure: The Interests of Shareholders as a Class John Armour University of Oxford and ECGI Luca Enriques University of Oxford and ECGI Henry Hansmann Yale Law School and ECGI Reinier Kraakman Harvard Law School and ECGI (ECGI Law Series 337/2017) January 2017
Dissenting Directors Piergaetano Marchetti, Bocconi University Gianfranco Siciliano, Bocconi University Marco Ventoruzzo, Bocconi University, Pennsylvania State University and ECGI (ECGI Law Series 332/2016) October 2016
Bank Governance John Armour, University of Oxford and ECGI Dan Awrey, University of Oxford Paul L. Davies, University of Oxford and ECGI Luca Enriques, University of Oxford and ECGI Jeffrey N. Gordon, Columbia University and ECGI Colin Mayer, University of Oxford, CEPR and ECGI Jennifer Payne, University of Oxford (ECGI Law Series 316/2016) June 2016
The German Law of and Experience with the Supervisory Board Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI (ECGI Law Series 305/2016) January 2016
Say-on-Dividend María Gutiérrez, Universidad Carlos III and ECGI María Isabel Sáez, Universidad Autónoma de Madrid (ECGI Law Series 285/2015) February 2015
Related Party Transactions: Policy Options and Real-World Challenges (With a Critique of the European Commission Proposal) Luca Enriques, University of Oxford and ECGI (ECGI Law Series 267/2014) October 2014
Independent directors and controlling shareholders around the world Guido Ferrarini, University of Genoa and ECGI Marilena Filippelli, Free University of Bolzano-Bozen (ECGI Law Series 258/2014) May 2014
Powerful Independent Directors Kathy Fogel, Suffolk University Liping Ma, University of Texas Randall Morck, University of Alberta and ECGI (ECGI Finance Series 404/2014) January 2014
Reputation Incentives of Independent Directors: Impacts on Board Monitoring and Adverse Corporate Actions Ronald Masulis, Australian School of Business, University of New South Wales, FIRN and ECGI Shawn Mobbs, Culverhouse College of Commerce and Business Administration, University of Alabama (ECGI Finance Series 353/2013) July 2013
Boards in Europe - Accountability and Convergence Paul Davies, University of Oxford and ECGI, and Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI (ECGI Law Series 205/2013) May 2013
Better Governance of Financial Institutions Klaus Hopt, Max Planck Institute for Comparative and International Private Law and ECGI (ECGI Law Series 207/2013) May 2013
Deconstructing Independent Directors María Gutiérrez Urtiaga, Universidad Carlos III de Madrid-Departamento de Economía de la Empresa and ECGI, Maribel Saez, Universidad Autónoma de Madrid (ECGI Law Series 186/2012) January 2012
The Architecture of Corporate Governance in Australia Jennifer Hill, University of Sydney, Vanderbilt University and ECGI (ECGI Law Series 164/2010) September 2010
Are All Inside Directors the Same? Do They Entrench CEOs or Facilitate More Informed Board Decisions? Ronald Masulis, Vanderbilt University and ECGI, Shawn Mobbs, University of Alabama (ECGI Finance Series 241/2009) May 2009
Board Structure and Price Informativeness Daniel Ferreira, London School of Economics, CEPR and ECGI, Miguel Ferreira, ISCTE Business School, Clara Raposo, ISCTE Business School (ECGI Finance Series 160/2007) June 2007
Rewarding Outside Directors Assaf Hamdani, Bar Ilan University, Reinier Kraakman, Harvard Law School and ECGI (ECGI Law Series 085/2007) June 2007
The Rise of Independent Directors in the United States, 1950-2005: of Shareholder Value and Stock Market Prices Jeffrey Gordon, Columbia Law School and ECGI (ECGI Law Series 074/2006) August 2006
Board Compensation and Firm Performance: The Role of 'Independent' Board Members Nuno Fernandes, School of Economics and Management, Universidade Católica Portuguesa and ECGI (ECGI Finance Series 104/2005) October 2005
The ownership and financing of innovation in R&D races Paolo Fulghieri, University of North Carolina, INSEAD and ECGI and Merih Sevilir, University of North Carolina and INSEAD (ECGI Finance Series 018/2003) April 2003
Corporate Governance and Control 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 Finance Series 002/2002) Revised August 2005
Other sources
European Commission's Recommendation (provisional text) dated 6 October 2004