Regulating Independent Directors Impact in BRICS States: Fundamental Issues and Contemporary Challenges

Pravo. Zhurnal Vysshey shkoly ekonomiki. 2026. Vol. 19. No. 1. P. 269–296.

Novikova O., Kurganova K.

This article investigates the institution of independent directors in BRICS countries (Brazil, Russia, India, China, South Africa) as a transplanted element of Anglo‑American corporate governance. Its goal is to test the widespread assumption that increasing the number of “independent” directors automatically improves corporate oversight in jurisdictions with concentrated ownership and strong state participation. Methodologically, the paper relies on comparative doctrinal analysis of legislation, stock‑exchange rules and soft‑law codes, complemented by a critical review of empirical studies and descriptive statistics on board composition and liability trends. The argument develops in three main parts. First, the legal framework section maps how independence requirements are formulated and enforced in BRICS, highlighting differences in the level, form and strictness of regulation. Second, the “fundamental issues” section links the independent director to contested corporate‑governance goals (shareholder value versus stakeholder welfare) and to the agency problem under capital concentration, showing why the classic U.S. rationale does not straightforwardly apply. Third, the “contemporary challenges” section examines the gap between formal and real independence, the specific tensions of independent directors in state‑owned or state‑influenced companies, incentive structures shaped by reputation, remuneration and liability insurance, and Russia’s anti‑sanctions regime as an experimental suspension of board‑level independence. The article concludes that formal independence criteria and numerical quotas are neither sufficient nor context‑neutral. In BRICS, the effectiveness of independent directors depends on clarifying whose interests they are meant to protect and on aligning incentives so that genuinely autonomous judgment is possible despite concentrated ownership, state influence and rising personal liability risks.

Keywords: corporate governance, корпоративная ответственность, независимый директор, субсидиарная ответственность, контролирующие лица, добросовестность и разумность, independent director, corporate liability, коллегиальный орган, controlling persons