The Strange Role of Independent Directors in a Two-Tier Board Structure in China’s Listed Companies

Introduction

Corporate laws around the world, when they were first enacted, were very similar,1 largely because of the inherent nature of commerce and capitalism that originated in Western Europe and later spread to North America. The transplantation of corporate law from the leading countries of origin (Holland, then England, France, Germany, the United States, and other civil and common law countries) to other countries led to tremendous similarities in the basic legal framework of corporations across the globe. However, as the corporate world grew, divergence began to emerge between the origin countries as they sought to provide legal and institutional solutions to problems occurring in national settings with sometimes very different legal and sociocultural traditions. As a result, in terms of corporate law, the origin countries differ “in how they responded to the challenges of the rapid growth of the enterprise and financial sectors and to the booms and busts of financial markets that accompanied it.”2 In spite of the differences, the corporate laws in the origin countries have been, in various degrees, successful. Time is to be credited for this: the development of capitalism and the credit culture in Western Europe and North America has lasted for over two centuries, a timespan wide enough for those countries to adjust and rationalize their regulatory and market institutions of corporations through a process of trial and error.