استقلال هیئت مدیره و عملکرد شرکت: بنگلادش Board independence and firm performance: Evidence from Bangladesh

1. Introduction Corporate boards are the primary and dominant internal corporate governance mechanism and play a key role in monitoring management and aligning the interests of shareholders with management (Brennan, 2006; Rose, 2005). Boards are responsible for care and diligence, including ensuring that financial controls are effective. Boards may give management strategic guidelines and may even act to review and ratify management proposals (Jonsson, 2005). Boards also spot problems early and can exercise a whistle-blower function (Salmon, 1993). However, there is a considerable debate in the literature concerning the extent to which corporate boards are able to monitor management (see Mizruchi, 2004, p 614; Braun & Sharma, 2007). A corporate board’s ability to monitor management has attracted attention following the collapse of the Maxwell Publishing Group, BCCI and Poly Peck in the United Kingdom. Also influential in reviving this question was the wave of mega corporate collapses that broke out in early 2000s, including those of Enron, WorldCom and HIH insurance (see Mizruchi, 2004, p 614; Braun & Sharma, 2007). It is alleged that the boards’ inabilities to monitor management within these corporations was due to insufficient monitoring stemming from the consolidation of power by the management and its general hold over board members, preventing them from providing independent advice (Rose, 2005). Thus, boardroom reform attracted significant attention, particularly the idea of board independence (representation by outside independent directors). A number of global corporate governance codes of best practices, such as the Cadbury Committee Report of 1992, the Higgs Report of 2003 and the Smith Report of the same year in the United Kingdom; the 2000 NACD Blue Ribbon Commission Report and the 2002 Sarbanes-Oxley Act in the United States; the Toronto Stock Exchange Corporate Governance Guidelines of 1994 in Canada; and Australia’s 1995 Bosch Report, the Australian Stock Exchange’s (ASX) Principles of Good Corporate Governance and Best Practice Recommendations and CLERP 9, advocated for boardroom reform in favour of independent board members. The Higgs Committee Recommendations, along with many other codes of best practices around the world, attracted significant international attention.