Independence of the Boards of Directors

TL;DR

Corporate governance mechanisms should control power, not protect it.
The original purpose of corporate governance was to prevent management and controlling shareholders from illegitimately capturing company rents.
Ecopetrol's democratized shareholding was initially designed with correct logic: market accountability, timely information disclosure, and board independence.
The 'government of change' exposed the illusory nature of this design.
Board independence is a functional condition, not just a formal one; directors must act in the best interest of the company and all stakeholders.
Formal compliance with regulations does not guarantee practical independence; a director can be a bodyguard for questionable management.
Corporate governance has shifted from protecting shareholders from management to protecting management from shareholders.
Control mechanisms at Ecopetrol, including board majority and disclosure protocols, have acted as shields for management.
This is a structural perversion that destroys value and harms public finances.
Judicial and regulatory answers are needed to address this distortion, which depends on high standards of integrity and good faith.

Continuar leyendo el artículo original