The Role of Independent Directors in Corporate Governance

This essay evaluates the supervisory framework that renders independent director the power with objectivity to make sure that the authorities must be performed in the proper and fair manner and not in an extensive way.

CORPORATE SOCIAL RESPONSIBILITY AND INTERNATIONAL
MANAGEMENT
Student details:

ESSAY 1
The code of conduct and corporate governance states that the BOD must
render directions to an organisation. The board of director should examine, select
the approaches, and remove and hire CEO. The board of directors are required to
agree the compensation of the board members. It is required by the independent
director to emphasis on capability or efficiency of risk management systems and
inner control. It is anticipated by the independent directors to secure interests of non-
regulating shareholders. They must be aware to recognise the feebleness and must
perform strictly while needed. Enron and World com are good example, where
various independent directors may not stop the main commercial disaster. The
independent director has to face various challenges. It is expected by the
government that an independent director should make independent judgements to
tolerate the deliberation of the members specifically on issues related to strategies,
management of risk, presentation, major appointment, and norms of behaviour. They
are required take objective opinions in assessment of board’s performances. This
essay evaluates the supervisory framework that renders independent director the
power with objectivity to make sure that the authorities must be performed in the
proper and fair manner and not in an extensive way.
It is generally admitted that if the independent directors are present in the
boardroom, then the quality of corporate governance will be improved. Therefore, the
corporate governance mechanism focuses on the independent director of the
company. The independent Director is an individual having many experiences and
performs as the direction for an organisation. The role of the independent director
includes generally includes making improve the corporate reliability and supremacy
norms, functions as overseer. They also have dynamic role in risk management. An
independent director has major part in numerous groups to be set by the

ESSAY 2
organisation to make sure great governance. It is required by the listed organisations
to set the audit committee of at least 3 directors, on which, two-third must be the
independent director.
The very significant functions to monitor the board are to give guidance to an
organisation. In the professionally managed organisation, where no person or
community keeps important voting right, a chief executive officer makes the
approaches. The businesses have various groups of shareholders, whose interest is
influenced by the approaches, procedures and functions of the business shareholder
communities having low interest levels and high authorities must be kept gratified to
stop those achieving interestsand becoming the group member, which has high
degree of interests and high authority. The directors make sure involvement by
group of shareholders, which have high level of interest and great authority. The
reason is that they are maincarters of the modifications and mainrivals of the
approaches.
In scope of the corporate governance model, the main part of an independent
director is to secure the interests of the non-controlling stakeholders. In respect of
the modern model, the independent directors are anticipated to consider two extra
duties. The independent directors are required that the administrative organisation is
creating severe efforts to fulfil the general expectation and to perform as the
authority in the argument between group of shareholders. In the current construction,
independent directors may not be capable to release the current duties and
additional responsibilities properly. Various studies across the world have so far
made to search whether independent director really contributes to firm enactment or
not and the outcome is mixed – affirmative, adverse, and mixed relations. The
independence of the board is dangerous to developing marketplace, which is matter

ESSAY 3
of external surprises and can lack adequate liquidness as well as aboriginal
manufacturing structure (Landry, Bernardi & Bosco, 2016).
The value of stakeholders may rises as dependence of the board enhances.
In different terms, when the board is more sovereign it executes poorer. It can be
reason that while director gets equity awards, tension is made between the board
reviewing and supervising the role. The complete concept behind requiring the
independent director was to make sure the organisations adopt good corporate
governance and secure the interests of lesser stakeholders. It is required by the
independent directors to perform mistake to stop wilful cooperation of the
shareholder’s interest. However, this is not fortunate that in various examples
organisations have created the scorn of the legal provisions needing of the
independent directors. Several make appointment of the associates and high profile
people who lack skills to be the independent director (Low, Roberts & Whiting,
2015).
In respect of Etisalat group, the stakeholders may communicate with the
company and the administrator automatically. The stakeholders may communicate at
any period over the Depositor Relationship team, with communication details
available online at the website. Shareholders and forecaster feedbacks are share
with the board through the Chairman and the top-level independent directors.The
Board is committed to making sure that most of directors are self-governing. The
Board considers all of the existing non-executive directors, involving the chairman,
are independent. As per policy, the independent director is director, who is
independent of organization and the businesses or other relations, which might
substantially impede with the implementation of the objectives, unconstrained or self-

ESSAY 4
governing decision by the directors or the capacity of the directors to perform in the
best interest of the Etisalat group.
Further, where the director is considered by the Board to be independent but
is influenced by conditions that appear applicable to the evaluation of independence
of the board, the Board has undertaken to state the reason why this achieved the
conclusion. In implementing the individuality assessment, the BOD consider relations
with the administration, main stakeholders, subsidiary company and related
organisations and other people with whom deals business against prior decided
significantly edges, all of which are set in the policies.The Board is committed to
transparency in deciding the membership of board and in evaluating the director’s
performance. The BOD conducts regular evaluation of the act, the act of the
committee, the chairman, individual director and the supremacy procedures that
support the work of board (Adams, 2016).
The evaluation of individual director makes focus on the involvement of the
directors to the effort of the BOD and the expectations of the director as s in the
supremacy structure of group. The enactment of an individual director is evaluated
against the range of standards, involving the capacity of the director to:
• Emphasis on making the long-term stakeholder’s value;
• contribute to the establishment of the strategies;
• having knowledge regarding the significant risk influencing the company;
• render simple directions to the administration;
• contribute to an efficiency of board;
• obligate the period needed to accomplish the role and perform the duties efficiently;

ESSAY 5
• attend to and respect the concepts of fellow director and member of administration.
The diversity concept is very difficult socio-political construct that has several
meaning in the series of organisational context. The gender diversity is habitually
used in the companies to selectively recognise the features of dissimilarities among
people or communities that the majority feels are in the interest to centre (Ferreira,
2015). However, this selection can contain certain form of differences as inspiring
others and can consequently be the source of organisational worry or pressure. For
an instance, the company that creates problems of gender fairness at top of the
diversity plan can run the risks of disregarding cultural and new form of diversity,
occurring structural conflict in long time and obscuring before enlightening the trials
to become more obvious, clear or approachable to diversity’s issue. The common
extent of diversity are summarized in the conceptualisation as different teamster for
administrative expansion and in the influential value to rising requirements of current
workplace with the help of which others have disputed on the business situation for
diversity to be established in learning atmosphere (Terjesen, Aguilera & Lorenz,
2015).
The most inclusive review of influence of diversity on administrative
communities, observing that there are slight and comprehensive standpoints of
gender diversity. The contracted perspective tends to render the huge opinion of
diversity where particular form of individual heterogeneity are highlighted. These
opinions of diversity have led to the excess of legislative initiatives making focus
chiefly on race, gender and incapacity discrimination. In learning, as in other sector,
similar chances regulation for instance, has had some influence on the service,
preservation, and growth of team and has become the important catch expression
for the companies determined on publicly signifying the obligating to functioning in

ESSAY 6
the background of the diversity. This strategy to diversity, this may be debated,
reifies, rather than assimilates the variability of the features around human changes
(Saeed, Belghitar & Yousaf, 2016).
Broad standpoints of diversity on the other hand look for take together the
broad scope of features that state the human heterogeneity, integrating them in
structures by which the entire range of organisational activities, involving
administration and direction, are considered and applied. It is no signify tasks for the
range of causes, a key one being the issue of the very variety of dissimilarities that
are required to be considered by companies. The most usually cited scope of range
involved in broad meanings of the concepts involve time, disability, faith, learning,
daily life, viewpoints, physical form, common status and the financial position.
Additionally, it is advised that learning leaders also consider diversity regarding the
scope of the characteristics, abilities, and knowledge including the features like
functions, service period and management method or approach. The main issue for
managers who see diversity from the good standpoint is that of establishing the
incorporated approaches in role and management that not only admits and rejoices
individual heterogeneity, but also implanted dissimilarity completely as the
overarching beliefs or standpoints in the working of communities and team
stimulated with the liability for creating organisational decision (Reguera-Alvarado,
de Fuentes & Laffarga, 2017).
Additionally, board gender diversity has matter of strong academic argues
over previous period. Three major topics have appeared from the arguments. The
first topic is depended on the general policies. It states that diversity must be
encouraged as the value, to rectify the social dissimilarities and market let-downs.
The second topic encourages the matter of business for the diversity (Gordini &

ESSAY 7
Rancati, 2017). The gender diversity is supposed to give to best economic
outcomes. The third topic makes focus on the emotional and social features of the
minor group decision taking. It points out that the increased board diversity enhances
the quality of procedure of decision-making in the boardroom and stops the
groupthink occurrence (Stainback, Kleiner & Skaggs, 2016). In the Etisalat group,
there are no female member in board of directors of the company. All are male
members in board of directors.
These topics state features of the board gender diversity; however, the
significance to corporate governance is not overall obvious. The gender diversity is a
feature of corporate social accountability, which is element of the governance,
understood in the broad manner. However, in case the corporate governance is
considered in the constricted manner, by seeming mainly at the relationship between
the different corporate shareholders, the major topic do not present the applicable
corporate governance dispute for the gender diversity (Kim & Starks, 2016). The
social justice disagreement goes beyond the structure of corporate governance,
barely had understanding. The business matter and the excellence of decision-taking
opinions have significant technical deficiencies or limitations.
Besides, the social justice viewpoint is most important and interesting
strategies to the gender diversity. Encouraging the females in the board is just the
correct object to make, as the case of basic equality, similar chance and the non-
discrimination. It is required by the board that it must be more diverse because that
is ethically correct outcome. Providing the main concern to the women directors is
the manner of reimbursing for past records of biasness and elimination from the high
level of commercial management. The wish to equalize the inequity between the

ESSAY 8
male and female in the service at all stages is one of main strategy objects after
various governmental arguments in respect of the popularity of the quota.
As regards clear diversity, equality and fairness argument has to take in
consideration other diversity criterion that lift biasness or dissimilarity question. This
diversity features involve civilization, population, era, religions or sexual course.
From the point of view of social justice outlook, communally relevant features of
diversity will almost certainly have to be provided the same weight in deciding the
board’s composition, since it will be very challenging, if possible, to rank them in
order of importance. Various empirical studies seek to develop the relations between
board gender diversity and numerous measures of corporate act (Hillman, 2015).
The manner of much general discourse on the issue of representation of the
females on the board has negative of late, and reasonably so, provided the edge to
gender equality in USA. In present, females have nineteen per cent of the board
position, at same time as in European nations like Norway and France, where
parliamentary or deliberated objectives are in the place, they hold above thirty per
cent (Setó‐Pamies, 2015). Certain progressive corporations are enchanting the way,
seeking women members of the board in new place and bring them on board in new
manner. It is felt by various people that they still have the long manner to go,
however the experience is helpful for individuals that are lagging at the back and
want to develop the good understanding how to create changes occur (Nguyen,
Locke & Reddy, 2015).
The primary reason we are not watching more females rejoining is that
characteristically they either are looking for candidate who have experience of board
or are important for the big process. People are bound in the type of ferocious circle,

ESSAY 9
the reason is that there are not various females on the board in present time and
also not enough females in Chief executive officer or KMPs, they are not reviewed
as show as normal people for union of the board (Pletzer, et. al, 2015).
Further, the trend is permanent. Females and the talents very much improve
the worldwide society and business. The common grace, originality, and statement
and directorial capacities are crucial. Victorious and self-confident females are all-
pervading in academic world and the sectors related to company, frequently with
great activities than the male generation. The ides of “opting out” should come.
Females of the age of forty often do not desire to give up their family for their career.
It is required by the men workers to make sacrifices. Females are also require to
increase the connections. For various females it relics complex to have it all:
occupation, family, partners, and family. In addition, main decision on all the
problems often come to the fore between the age of thirty and forty— “rush hour” of
existence. For various individuals, more effectively mothers, rush hour is whole day.
The work of females is never completes, as it is said It is here that workers should
play the significant role. They should move away from the office period to supple
working time and make focus on the result. Through doing same, the companies and
the managers may provide to motivate the females. However it is required to be
actual. There would never be parity in all. For these reasons, the quota on females in
boardroom requires to be well considered throughout Ben-(Amar, Chang &
McIlkenny, 2017).
In the present time, the unsatisfactory actuality is that only twenty-one of
the Fortune five hundred organizations have female chief executive officers and
internationally females have only ten per cent seats of board. Even more confusing
is that for all of the current argument and emphasis on women assuming board

ESSAY 10
positions, the percentage has shown no growth in the last 7 years. However, in
recent time the females now earn more than fifty percent of the degree of bachelors
and the degree of masters, and approximately fifty per cent of all doctorates. From
the year 1970, the number of females in the business programs has developed more
than fivefold (Weinberg, 2018). In addition, in the previous period the females have
liable for over thirty-five per cent of MBA passed out and over forty-seven per cent of
legal students. Consequently, why has rising learning fairness not translated in the
decision-making or managerial set, the boardroom, and great proportion of the high-
salary job?
The main reason is the refusal to accept the risks. The present chief executive
officers, board, and recruiters show disinclined to accept the risks to include the new
persons and diverse opinions. Therefore, the simple way is similar procedure, same
pool of candidate, and the similar concepts. Females should also accept certain
accountabilities for present problem. They should encourage themselves improved
and proactively search advisers desiring to struggle for them within and outer of the
organizations. Females also require to association more properly and forcefully,
whilst ranking for the objectives and concepts. For achieving this, people require
solid connections and role models desiring to share the story. In addition, certainly
females should not be discouraged from the faith that they may do this all if they
desire to be great mother as well as wonderful, very victorious experts. The
upcoming ten years may take astonishing modification and chance for females,
however only if people will help create this as a result.
The issue is not of non-availability of able and well-qualified females; this is
one of lack of aware struggles on role of corporate organizations to nurture and
groom females for top management role. It is essential to highlight here that

ESSAY 11
comparable number of males and females join the corporate team every year. So,
the gender imbalance is not prominent on the lower rungs of corporate ranking.
However, more and more women chose to (or are driven to) opt out as they head up
the middle management level. In most cases, it is family responsibilities that force
them out of the corporate ranks, and the absence of corporate cultural settings that
take into account this factor (Nadeem, Zaman & Saleem, 2017).
In respect of the wasted skills of the women, there are the equivalent financial
losses. However, when considering the requirement for great female presentation in
the role of managers, people regularly be inclined to describe this as only the
problem of gender similarity, while this is the big problem of the tam diversity taking
wide advantages for the companies (Sila, Gonzalez & Hagendorff, 2016). An
involvement of the females in dealing is not the gender parity motto; this creates
financial meaning as well. The dealing insight and management don’t appear wholly
to males workers. An organizational shift to the wide diversity workforce may not be
the knee jerk strategy. At the time when this is decided to carry regarding the great
gender equality in the management, people have to form the policies to fulfil that
conclusion (Labelle, Francoeur & Lakhal, 2015). It is required by Etisalat group to
appoint the females in board of directors.
The civilization has to be deliberately made, and long-term objectives require
to be made by way of a mindful attempt to get them throughout the diverse initiative.
In the addition of this the company should consider the gender condition in the top
administration and diligently believe regarding where they desire to be on the front in
upcoming 5 years (Chen, Ni & Tong, 2016). It has to be adopted by the assessment
of how many possible females workers are presently in the center step of the
company to take up the obtainable top slots over the upcoming periods. In recent

ESSAY 12
time, the companies should create the mindful efforts to cultivate the skilled female
workers who show characters of the management right from the early on. It includes
marking them untimely and rendering the plenty chances to develop and discover,
including them in main planned assignment may render them great views, and
provides them with ability to guide the entity.
As they move up the commercial ladder, this is necessary to organized
devising again and re-tenting program for them at every stage to make sure that they
are side by side with current establishments in industries. Evenly significant is to
render hem great discover related to industry. At any period, the company should
have proper number of the females who look making promise enough to consider top
management post over the upcoming periods. As the part of the diversity and the
insertion program at Sun Life, they focus at the corporate level and local level to
create the pipeline of female manager. The network of females is driven by top
women frontrunners to stay determined on development and reviewing women
management in a company (Byron & Post, 2016).

ESSAY 13
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ESSAY 14
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Business Ethics, 141(2), 337-350.

ESSAY 15
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ESSAY 16