Analytical-Comparative Study of the Achievement of Independence of Independent Directors in Corporate Governance

Nowadays, independent directors as one of the most important institutions of good corporate governance has progressed from doctrinal stage into a dominated concept in corporate law. These directors have the flexibility and comprehensiveness to adapt to the concerns of different legal systems. Thus, although they were first accepted into American and British law based on more effective board monitoring of the company's management, they also have the potential to be used in Iranian and other countries' law to protect the rights of minority shareholders. Therefore, in order to rank countries in terms of ease of doing business, the World Bank pays special attention to the presence of independent directors in the composition of the board of directors as one of the key indicators. Therefore, considering that the main distinguishing feature of independent directors from other directors is their independence and 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; For the first time, the present study has tried to use analytical-comparative method and after proposing some very important considerations, By analyzing how to achieve independence of independent directors, to point out the problems with it along with the proposed corrections.