Development of the Board of Directors Principle and its Effectiveness on Corporate Governance Instructions of Securities and Exchange Organization1

The present study seeks to develop the principle of the board of directors and its effectiveness for the corporate governance guidelines of the Stock Exchange and Securities Organization of Iran. After reviewing the theoretical literature, the composition and characteristics of the board of directors in the principles of corporate governance of New York Stock Exchange, London Stock Exchange and Malaysian Stock Exchange and considering the social, economic, political and cultural conditions of Iran, the dimensions and components of effective composition and characteristics of the board These include: Board Roles, Responsibility Separation, Chairman of the Board, Non-Executive Board Members, Board Composition, Board Commitment, Board Development and Improvement, Board Information and Communication, Board Evaluation, Re-Selection of Board Members and board compensation were selected. Then, 30 experts were consulted and the results were analyzed using the triangular fuzzy delphi method, and finally the dimensions and components of the composition and the characteristics of the effective board were extracted. The results show that the principle of the board of directors and CEO of the corporate governance guidelines developed by the Iranian Stock Exchange and Securities Organization has some bugs, including definition of major shareholder, definition of the characteristics of an independent board member. Also Components such as appointing an independent senior member, disclosure of the number of meetings of the board of directors and committees, determining the training needs of board members, evaluating the performance of board members, etc. are not foreseen and require the use of consensus results in the present study.