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12/16/2005

how to make corporate governance real?

the weakest link in the whole system of corporate governance is the independent directors. as long as the system does not ensure that independent directors are completely independent from the management, it is very difficult to make the system works. it is like having kelong referee in a football match. what could possibly rectify this shortcoming is for mas to require independent directors to be appointed by an independent institution. all it needs is for 2 or 3 independent directors to be appointed from a neutral body to a company's board. and the directors shall be a member of the remuneration and audit committees. presently the best body to take on this role is the sias. it represents thousands of shareholders and should rightly be given a voice or say in the management of public companies. the minority shareholders need to be protected. the neutral institution can set its own rules and regulations on the criteria and eligibilities of candidates to be appointed as independent directors, set its own length of appointment, guidelines on remunerations etc. the service and appointment of independent directors will thus be out of the hands of a company's management, and the directors will come and go without having to appease the company's management. the independent directors can thus act independently, objectively and professionally for the interest of the company and the shareholders, and not just for the interests of the management. it is a simple and basic requirement without which the whole system of corporate governance is flawed.

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