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Em momentos de crise económico-financeira, a doutrina e a jurisprudência são normalmente convocadas a refletir e a procurar novos caminhos no âmbito das sociedades comerciais e, em particular, das sociedades anónimas. Dessas reflexões costuma emergir a necessidade de reforço das funções e das competências dos administradores não executivos. Apesar de, no dia-a-dia, serem, por norma, meros "conselheiros dos administradores executivos", os administradores não executivos são essenciais para o bom governo das sociedades comerciais e encontram-se adstritos a diversos deveres legais gerais (designadamente, dever de gestão, dever de cuidado, dever de vigilância, dever de provocar a intervenção do conselho, dever de lealdade), deveres legais específicos e deveres específicos não legais. À semelhança do que acontece com os administradores executivos, também os administradores não executivos, verificados determinados pressupostos (facto voluntário, ilícito, culpa individual, dano, nexo de causalidade entre facto voluntário ilícito e dano), podem incorrer em responsabilidade civil. In times of economic and financial crisis, doctrine and jurisprudence are commonly asked for studying and searching new paths within commercial partnerships, specifically within limited-liability companies. The reinforcement and empowerment of non-executive directors is emerging as a result of the above mentioned situation. Although non executive directors are usually known as "advisors of the executive board of management", their role is of vital importance to achieve a good governance as well as to enhance commercial partnerships. They also have several generic legal duties - “management", caution, surveillance, unlock boards actions, loyalty - and specific legal and non-legal duties. If certain prerequisites are verified while performing their duties such as voluntary or illicit action, individual responsibility, direct link between voluntary illicit action and damage, non-Executive directors would be subject to civil liability like the executive directors may be charged.

The aim of this study is to examine the relationship between corporate governance structures and firm performance of listed firms on Colombo Stock Exchange (CSE) in Sri Lanka. Data were collected from 174 firms in the financial year 2010 and multiple regression analysis were used to examine whether the existing corporate governance mechanisms influence the firm performance of listed firms in Sri Lanka. The study found evidence that, (i) board size and proportion of non- executive directors in the board shows a marginal negative relationship with firm value, (ii) proportion of non-executive directors in a board and financial performance of firm shows negative relation contrary to the findings of previous studies. The firm size and director shareholdings have a significant impact on firm performance of listed firms in Sri Lanka.

This study examines the relationship between board structure (non executive directors, executive directors and independent non executive directors) and CEO compensation, in the context of an emerging and developing economy of Pakistan in year 2009. Most of the previous studies about board structure and CEO compensation are based in developed economies but this study is about a developing and emerging economy Pakistan and possibly this attempt will contributes to literature. Data for 86 listed firms from Lahore stock exchange, Pakistan has been used for year 2009. The findings show that board size and percentage of independent non executive directors have negative relation but insignificant effect upon CEO compensation. Other variables like percentage of non executive directors and percentage of executive directors have positive relation but these variables do not significantly affect CEO compensation in Pakistani companies. KRISTIANSAND, NORWAY, PH: 004796682128

The ability of boards to perform their roles depends largely on their composition. Board composition refers to the number of directors and type of members as determined by the usual insider or outsider classification. Several empirical studies in other country have concluded that Board composition determines a board’s power as an instrument of corporate control and contributes to company performance. Therefore, the purpose of this study is to determine whether or not outside directors also improve company's performance in listed companies on the Tehran Stock Exchange.This study examines the relationship between board composition with firm performance in a sample of 72 listed companies on TSE for the years 2003-2005.The ratio of outside directors as independent variable is measure of board composition and the performance of the firm has been measured by Return on equity (ROE), Net Profit Margin, Gross Profit Margin