Responsabilité et indépendance du conseil d’administration : Les apports de l’analyse économique

Board of directors independence has been a focus for a large series of studies in finance. The overall evidence suggests that independence has no or negative effect on firm performance. Director accountability constitutes a second topic of research, in law and economics. Two distinctive models might be identified. The first one gives primacy to the interests of shareholders, whereas the other advocates enlarged fiduciary duties for directors. We argue that these two issues (independence and accountability) are related. In particular, we show that independence is a strong implication only for the shareholder model of accountability. In turn, the way the poor results of independency are accounted for crucially depends on the way director accountability is analyzed.