Non-Executive Directors in Corporate Governance

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The role and liability of the board and directors has come forward as a crucial matter in probing the reason of high profile crumples like Enron, Parmalat, One.Tel, WorldCom and HIH. This has produced a lot of debate on what the part of the directors is in 'monitoring', 'directing' or 'advising' a company.


The need for altering the corporate governance and the accountability of non-executive directors has come forth due to the collapse of a number of high profile corporations ( Carver and Oliver 2002; Cadbury 2002; Vinten 2002; Taylor 2003).
Oman (2001) tried to define corporate governance as the public and private establishments which includes polices, rules and consented business patterns, which based on the economy of the market economy, administer the relationship linking internal stake holders on one hand, and share holders on the other. According to Cochran and Warwick (1988) corporate governance is: "an umbrella term that includes specific issues arising from interactions among senior management, shareholders, boards of directors, and other corporate stakeholders."
'Corporate governance' is seen as a fresh term which has entered our business terminology particularly in the last decade. Nevertheless connecting accountability with corporate governance (Cadbury 1992) is not a recent issue; it has grown with the development of the capitalistic system and growth of world economies (Vinten 2003). The different issues to be considered in this paper are: accountability and the role of non-executive directors with regard to corporate governance and accountability.
According to Sir Arthur Cadbury in his paper (Cadbury 1992, p.15) "Cor ...
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