A model for the role and effectiveness of the non-executive directors

The subject of this thesis is the role and the effectiveness of the role of non-executive directors. The main objective of the thesis is to create a legal model that applies to the nonexecutive directors and enhances their role, in order to achieve the corporate governance goals including controlling the management of the company, reducing agency costs and mitigating the problems arising from the separation of ownership and control. The thesis critically analyses the role of non-executive directors by using the different ‘hard law’ and ‘soft law’ sources applicable to the non-executive directors, and by referring to major corporate governance theories related, such as the separation of ownership and control, and the agency costs. The analysis found that the corporate governance reforms do not enhance the role and the effectiveness of the role of the non-executive directors, as the reforms focus on the structure of the board directors and the appointment of independent non-executive directors, but do not deal efficiently with the actual performance of the non-executive directors. The thesis proposes a legal model to apply to non-executive directors which ensures the quality of the actual work of the non-executive directors. The proposed legal model takes in consideration that modern corporate governance role of the non-executive directors and provides an enforcement method through a panel specialized in the cases regarding the non-executive directors.