Independent Directors and Managerial Discretion: A Documentary Synthesis of Legitimacy, Control, and Dependence in Corporate Governance

This article interrogates the legitimacy of independent directors by examining the actual relational dynamics that structure their interaction with executives, moving beyond the statutory criteria established by governance codes. Drawing on a qualitative documentary synthesis of foundational governance theories, regulatory instruments, and empirical literature published between 1932 and 2026, the article traces the evolution of managerial behaviour representations, from the passive agent of early agency theory to the entrenched executive holding critical strategic resources. The analysis demonstrates that the relationship between directors and managers remains shaped by power imbalances, information asymmetries, and persistent tensions between control and collaboration that formal compliance criteria fail to capture. On this basis, the study calls for reconsidering the independent director not as a static status conferred once and for all by compliance with negative criteria, but as a dynamic position whose legitimacy is continually constructed, and potentially eroded, within the very relationships it is designed to oversee.