Independent directors are supposed to be the ultimate guardians of corporate governance. They are expected to rise above the vested interests which directors appointed by substantial shareholders are assumed to have. They don't work in the company on a day-to-day basis and are thought to be able to watch over the company's activities more clearly from a distance. The problem is that sometimes independent directors possibly rise too high above the interests of shareholders, do too little work for the company, and are too far removed. My contention is that executive directors and directors installed by substantial shareholders should get more credit, and that independent directors deserve more scrutiny.

Yellow Pages substantial shareholder and director Stanley Tan was quoted in the Business Times Tuesday (May 22) that he wants 'a more effective board that can inject fresh direction and more aggressive growth desire for the company'. He made the comments not out of spite, he says, but because the company can achieve more, based on his assessment. The directors he wants replaced:

· Robert Tomlin, Vice Chairman, UBS Investment Bank, Asia
· Richard Helfer, Chairman, RCH International
· Foo Say Mui, Managing Director, ANZ Singapore
· Helen Yeo, managing parter, Rodyk & Davidson, and
· Goh Sik Ngee, Yellow Pages' own chief executive officer.

Now, I'm not making any comment about the abilities of these people. I have no evidence to suggest they aren't doing their jobs as best they can, in this or any other capacity. They certainly seem extremely well qualified on paper. Actually, it's quite a distinguished list!

Further, we don't know how much of Stanley Tan's criticism belongs more to those with an executive role, compared to those who are independent.

What I find most interesting, though, is that the tone of Tan's comments, that more could be achieved if other directors were on board, resonates with the CEOs of other companies.

Talk to them, and they'll tell you that the drive to get independent directors on board is all well and good, but frankly, they have to pull their weight just as much as the others, if not more so. This is because attending board meetings and helping out where possible is perceived to be a lot less than being actively engaged in the company's affairs on a day-to-day basis. Independent directors do not share the same level of responsibility as executive directors to generate cashflow, develop new business opportunities, hire and fire staff, and so on, they say (independent directors would argue they actually have more responsibility to safeguard the interests of the company).

CEOs will tell you independent directors have to earn their keep, and that sometimes this doesn't happen. Without picking on any independent director of any company specifically, they often hold more than one board appointment in addition to an executive position somewhere else. This means their attention and energy is split among several or many boards.

Executive and non-independent directors have been maligned for being too close to the action, and for having vested interests of majority shareholders at heart. Well frankly, when was the last time you hired someone because they seemed distant from your business, and didn't have shareholders' interests at heart?

So I say, let's ensure Independent Directors are held to account just as much as their executive and non-independent counterparts.