The Role Of Non-Executive Directors

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Non-executive directors are core of good governance. It creates the relationship among shareholders, stakeholders and the corporations as a whole, relationship between corporations and markets and the relationship between the corporations and employees. It also examines the role of non-executive directors. Argues that there is universal agreement on the need for outsiders to be involved in company direction and that shareholders are not able to provide the necessary checks and balances to supervise board activities. INTRODUCTION A non-executive director (NED), also known as external director, is a member of a company's board of directors who does not form part of the executive…show more content…
Non-Executive Directors should constructively challenge and help develop proposals on strategy. As an external member of an organisation, the NED may have a clearer or wider view of possible factors affecting the company and its business environment, more-so than executive directors. • Performance. Non-Executive Directors should scrutinise the performance of management in meeting agreed goals and objectives and monitor the reporting of performance. • Risk. Non-Executive Directors should satisfy themselves on the integrity of financial information and that financial controls and systems of risk management are robust and defensible. • People. Non-Executive Directors are responsible for determining appropriate levels of remuneration of executive directors, and have a prime role in appointing, and where necessary removing, executive directors and in succession…show more content…
And due to their specific knowledge and experience, non executive directors are considered to be experts or have expertise at monitoring acquisition proposal. The previous studies on the effects of non executive proportion to the monitoring efficiency of targets boards get debatable results, some focus on targets, such as Shivdasani (1993), Cotter et al. (1997), and Bange and Mazzeo (2004); some focus on banking industry, such as of Brickley and James (1987) and Subrahmanyam et al. (1997); and some focus on tender offers Cotter et al. (1997) and Byrd and Hickman (1992). Shivdasani (1993)’s study on hostile takeovers find that outside directors and hostile takeovers are substitute corporate governance mechanisms. Cotter et al. (1997) find that the target with a majority of outside directors is more likely to benefits their shareholders with higher initial tender offer premium, bid premium revision and stock gains around the tender offer period. However, Bange and Mazzeo (2004) get contradictory results showing that the independent board is less likely to get higher bid premium. Brickley et al. (1994)’s evidence that the stock price movement around the announcement date of poison pills is positive when the board is dominated by nonexecutive directors, which indicates that nonexecutive directors act on behalf of shareholders’ interests. Brickley and James

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