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Lead Independent Director - a guardian of independence or an anachronism of corporate governance?

Publication at Faculty of Law |
2023

Abstract

The aim of this text is to present the concept of the function called Lead Independent Director ("LID"), the historical connotations of the emergence of this function and the subsequent penetration into the continental legal environment (especially with a narrow focus on the legal regulation of the EU, the Federal Republic of Germany and the Czech Republic). The article also analytically analyzes the definitional and functional features of LID according to American corporate law, then compares the possibilities of its incorporation into the structure of a joint-stock company according to German and Czech law using the method of comparison.

The main point of the text is to try to answer the key questions of this incorporation, in particular: a) whether it is possible to incorporate the LID function into the structure of a joint-stock company of European (or German and Czech) corporate law; b) to what extent and extent the American model can be adopted (i.e. completely or only in the relevant part); c) how to achieve its effective integration into the structure of the joint-stock company, if the purpose of the LID function is to be fulfilled; and possibly d) what effects does the establishment of the LID function have on compliance with the principles of proper administration and management of the company (corporate governance).