Independent Directors in India, UK and USA: An International Study

Abstract

The objective of this paper is to do a comparative analysis of independent directors of companies in India, UK and USA. For the study, the countries chosen are all common law countries. For India, Indian Companies Act, 2013 has envisaged independent directors as the pivot for improvements in corporate governance practices in Indian companies. Recent governance issues and frauds that surfaced in some leading company boards unfortunately however, belie that expectation. Similarly, the regulations in UK and USA envisage independent directors as the backbone of corporate governance mechanism. This research employs qualitative research methodology, and the authors have conducted a comparative study by referring to the legal position of independent directors in all the three countries. The study also collects data on independent directors from the annauls reports / SEC filings of the companies. The findings indicate that the number, proportion and the importance of independent directors has been increasing over the years in all three countries. While it is true that the no. of independent directors has gone up, yet when measured with international yardsticks, still the number and proportion of independent directors in India is significantly less than the respective figures of UK and USA. Even in UK companies, the proportion of independent directors is significantly less than the U.S. companies. The findings are important for regulators, policy makers and the corporations in general, both for Indian companies and U.K. companies. This study extends the literature on international comparison of corporate governance practices of countries, specifically the independent directors.