THE image of non-executive directors as champions of shareholders' rights has been brought into question by the chairman of the Hong Kong branch of the Institute of Directors, George Humble.
Non-executive directors usually did what they were told by members of the board, Mr Humble said.
It was difficult for them to play the monitoring role as required by the stock exchange, he said.
The institute of 260 local members believed that the pay of directors should be 'sensible and reasonable, and the level should be selected by non-executive directors'.
But some companies that were family-controlled had non-executive directors who were not independent.
Though it was recommended by the exchange that independent directors should not be relatives of the board, shareholders, or anyone involved in the day-to-day running of the companies, the advice was not followed in every case.