Independent Directors in Asia

December 01, 2017

As recently as two decades ago, independent directors were oddities in Asia’s boardrooms. Today they are ubiquitous. The rise of the independent director in Asia is an issue of global consequence that has, until recently, largely been overlooked. Now, in the recently published book “Independent Directors in Asia”, Harald Baum, head of the Japan Unit at the Max Planck Institute for Comparative and International Private Law, together with Luke Nottage and Dan W. Puchniak, analyze this phenomenon for the first time, adopting an array of academic perspectives.

The increasing influence of the Asian economic region is palpable. In 2020 it is expected that three of the world’s four largest economies will come from Asia. What role has been played by independent directors in this development? How and when are the employed? In “Independent Directors in Asia”, Harald Baum from the MPI for Private Law, Luke Nottage from the University of Sydney and Dan. W. Puchniak from the National University of Singapore analyze this phenomenon in tandem with additional experts from the studied jurisdictions. “Independent Directors in Asia” provides in-depth historical, contextual and comparative perspectives on the law and practice of independent directors in seven core Asian jurisdictions (Japan, Korea, China, Hong Kong, Taiwan, Singapore and India) as well as in Australia.

The legal systems examined in the book show that the US concept of “independent director” does not conform with the Asian notion. Rather, the institution of independent directors has developed in a highly diverse and varied manner. The particular economic and political context into which the institution has been integrated reveals itself as a decisive factor in its design. This finding runs counter to the frequently articulated claim of an across-the-board global harmonization of company law. The taxonomy created by the authors categorizing the various functions of independent directors in Asia will provide new impetus for comparative studies on corporate governance as well as for future reforms.

Dan W. Puchniak, Harald Baum, Luke Nottage (eds.), Independent Directors in Asia. A Historical, Contextual and Comparative Approach, Cambridge University Press, Cambridge 2017, 634 pp.

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As recently as two decades ago, independent directors were oddities in Asia’s boardrooms. This has fundamentally changed in the last twenty years. Parallel to the economic ascent and internationalization of Asia, the number of independent directors operating at the management level has grown. Harald Baum, head of the Institute’s Japan Unit, together with Luke Nottage and Dan W. Puchniak, has undertaken an academic study of this until now scarcely observed international phenomenon. more

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