Hillary Sale has posted to SSRN a very interesting paper, Independent Directors as Securities Monitors, in which she argues that:
From the SEC's perspective, independent directors are on the board for a reason. Their role is to act as securities law monitors. Although this role is particularly serious when it involves statements the directors draft or sign, it also includes an ongoing responsibility to be informed of developments within the company, to ensure good processes for accurate disclosures, and to determine if disclosures are adequate. Independent directors with expertise should be involved in reviewing and, sometimes, drafting statements. All directors, however, should be fully aware of company statements and sufficiently engaged and active to question and correct inadequate disclosures. This role of securities monitor is yet another way of implementing the information-forcing-substance disclosure model that the SEC has always utilized to achieve corporate governance.
