The Basics and Challenges of Accepting Independent Directors in Corporate Governance

Document Type : Original Article


1 Associate Professor of Law, Allameh Tabataba’i University

2 Ph.D. Candidate of Private Law, Allameh Tabataba’i University



Nowadays, independent directors as one of the most important institutions of good corporate governance have progressed from the doctrinal stage into a dominant concept in corporate law. These directors are capable of becoming compatible with any legal system and at the same time have the amount of flexibility and comprehensiveness to be able to accommodate the legal concerns and values of different societies. Independent directors are independent of the company, management, and controlling shareholder in terms of business and family relationships; In such a way that while emptying the maximum of conflicts of interest, it acts more justly in their decisions and more impartially in their monitoring. Considering that this institution is entering the Iranian Companies Law through the Corporate Governance Instruction of the Stock Exchange and Securities Organization and the Bill for Protection of Small Shareholders, explaining the basics of admission and especially its advancing challenges is important. Therefore, the present study with the analytical-descriptive method has concluded that the agency theory, the principle of prevention, and gaining the trust of investors, including the main basics and groupthink, achieving independence, and the elections system are the most important challenges in accepting independent directors.


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