Abstract

SILVA MENDEZ, Jorge Luis  and  ALONSO GOMEZ, Emma. The Duties of the Independent Board Members of Mexican Corporations: Recommendations for Improving based on an Analysis of the Differences between the Law in the Books and the Law in Action. Bol. Mex. Der. Comp. [online]. 2013, vol.46, n.136, pp.287-316. ISSN 2448-4873.

The legal notion of an independent board member was introduced to the Mexican legislation in 2005. The goal was to improve the corporate governance of the corporations listed on the stock exchange. It ivas thought that including the independent board members would help to better represent the interest of the minority holders, as well as to increase the level of accountability. This article challenges these ideas based on 10 interviews carried out with independent board members. It finds that what the law says is far from what actually occurs: they lack of an adequate level of knowledge to perform their tasks, their degree of independence is severely limited by the criteria used to appoint them and they usually ignore essential corporate information, which impede them from participating effectively in the board sessions. The article suggests the creation of an independent board member s association, a mechanism that, along with a mandatory certification system, would improve the way in which they perform their duties.

Keywords : independent board members; corporations; Securities Market Act.

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