Boards, Governance and Value Creation: The Human Side of Corporate Governance

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ISBN: 9780521844604 | 0521844606
Cover: Hardcover
Copyright: 5/7/2007

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What is the role of boards in corporate governanceï¿½ How should they be structured in order to maximize value creationï¿½ This book looks at the role of boards in a variety of different countries and contexts, from small and medium-sized enterprises to large corporations. It explores the working style of boards and how they can best achieve their task expectations. Board effectiveness and value creation are shown to be the results of interactions between owners, managers, board members and other actors. Board behaviour is thus seen to be a result of strategizing, norms, board leadership, and the decision-making culture within the boardroom. Combining value creation, behavioural and ethical approaches to the study of boards, this work offers a systematic framework which will be of value to graduate students and researchers in the field of corporate social responsibility and business ethics.

List of tables	p. xi
Preface	p. xiii
Investigating boards of directors	p. 1
A framework: the value-creating board	p. 2
Opening the black box	p. 3
Main concepts	p. 5
Value creation and board effectiveness	p. 7
Actors, behaviour and the human side	p. 8
Contexts and resources	p. 9
Evolution	p. 10
Summary	p. 11
Internal and external actors	p. 12
Who and what really count?	p. 13
What is corporate governance?	p. 14
Internal and external actors	p. 15
Corporate governance definitions	p. 18
A comparison of the definitions	p. 23
Corporate governance: a struggle between ideologies	p. 24
Waves of corporate governance activism	p. 24
CSR, family business and psychological ownership	p. 25
New paradigms of governance	p. 26
Understanding and reforming boards and governance	p. 27
Rethinking management and governance	p. 28
Summary	p. 30
Board task expectations and theories	p. 33
Accountability	p. 35
Accountability and effectiveness	p. 35
Accountability, ideology and stakeholder interactions	p. 36
Issues and perspectives on corporate governance and board tasks	p. 36
Focus on external issues, internal issues and decisions	p. 37
A typology of board tasks	p. 38
Theories about board task expectations	p. 40
Property rights, law and managerial hegemony	p. 41
Agency theory	p. 45
Stakeholders and stewards	p. 52
Institutional theories	p. 57
Strategies and resources	p. 61
Summary	p. 64
The board members	p. 69
The market for board members: election or selection?	p. 70
Who appoints board members?	p. 70
Who is appointed?	p. 71
Mechanisms and reforms in appointing board members	p. 72
The demands side	p. 73
Characteristics	p. 73
Compensation - motivation	p. 77
Composition	p. 82
The supply side	p. 88
Reasons for becoming a board member	p. 88
How to become a board member	p. 89
What to look for before accepting	p. 89
The case of women directors	p. 91
Background	p. 91
Women on corporate boards	p. 92
Summary	p. 95
Contexts and resources	p. 97
Resources	p. 99
Resources and results	p. 100
Design parameters	p. 100
CEO tenure and other characteristics	p. 101
CEO ownership	p. 102
Top management team competence	p. 102
National, geographic and cultural differences	p. 102
Comparison between countries	p. 103
The stakeholder picture	p. 104
Tiers and delegation	p. 105
Industry and a competitive environment	p. 107
Different industries	p. 107
Competitive environment	p. 108
Firm size	p. 109
Small and medium-sized firms	p. 109
Firm life cycle	p. 110
Crisis	p. 111
Life cycle phases	p. 112
Thresholds and IPOs	p. 114
Ownership	p. 114
Ownership structure	p. 115
Institutional owners	p. 116
Venture capitalists	p. 116
Family firms	p. 118
Subsidiaries and corporate ownership	p. 120
Other ownership types	p. 120
The case of small firms: tasks and identities of 'outside' directors	p. 121
Family firms	p. 122
Venture-capital-backed SMEs	p. 122
Subsidiaries, joint ventures, partnerships, etc.	p. 123
'Outside' directors in SMEs	p. 123
Summary	p. 129
Interactions: trust, power and strategising	p. 130
Towards a behavioural theory of boards and governance	p. 132
The behavioural theory of the firm perspective	p. 132
Elements in a behavioural theory of boards and governance	p. 135
Building blocks in the subsequent presentation	p. 139
Interactions inside and outside the boardroom	p. 140
Actors and arenas	p. 141
Trust	p. 146
Emotions	p. 152
Power and strategising	p. 154
Influence and power	p. 155
Power and the boardroom	p. 157
The U'n'I case: power and strategising	p. 163
Power bases	p. 164
Strategising techniques	p. 169
Summary	p. 172
Structures and leadership	p. 175
Rules, norms, structures and leadership	p. 176
Formal and informal structures and norms	p. 176
Institutional action theory	p. 177
Procedural justice	p. 178
Structures or leadership	p. 179
'Rules of the game'	p. 179
The evolution of codes	p. 181
Main types of codes	p. 182
Some influential codes or laws	p. 184
Board structures	p. 186
CEO duality and independent chairs	p. 187
Committees	p. 188
CEO work description	p. 190
Board instructions	p. 190
Board maintenance mechanisms	p. 194
Board leadership	p. 197
Board leadership structure and CEO duality	p. 198
Leadership roles and style	p. 199
Leadership during meetings	p. 202
Leadership between meetings	p. 203
The case of board evaluations	p. 204
Summary	p. 206
The decision-making culture	p. 208
The board as a team	p. 210
Cognition	p. 210
Characters	p. 211
Culture concepts	p. 213
The board decision-making culture	p. 215
Criticality and independence	p. 215
Creativity	p. 216
Cohesiveness	p. 217
Openness and generosity (use of knowledge and skills)	p. 218
Preparation and involvement (effort norms)	p. 220
Cognitive conflicts	p. 222
Paradoxes and dynamics	p. 224
Paradoxes	p. 224
Vicious or virtuous dynamics	p. 226
The case of process-oriented boardroom dynamics	p. 228
Observing the boardroom culture	p. 229
How to create a process-oriented decision-making culture	p. 230
Decision- versus process-oriented culture	p. 233
Summary	p. 235
Actual task performance	p. 237
Strategy involvement	p. 239
Strategic management and strategic control	p. 240
Embedding the board's strategic decision-making	p. 242
Diversity and cognitive perspectives on boards and strategy	p. 244
Control involvement	p. 247
Stakeholder analysis and strategic process	p. 247
Control, entrenchment and tools for evaluations	p. 248
Perceptions about board control involvement	p. 249
Output and quantitative types of control	p. 250
Behavioural and qualitative kinds of control	p. 252
Service involvement	p. 255
Resource dependence tasks	p. 255
Advice and counsel	p. 257
Mentoring and collaboration in strategic management	p. 259
The case of board task involvement	p. 260
Variables and measures	p. 261
Analyses	p. 263
The context	p. 263
The board members	p. 265
Board structures and leadership	p. 266
Board decision-making culture	p. 267
Predictors of board task performance	p. 267
Summary	p. 268
The value-creating board	p. 272
External and internal value creation	p. 274
Boards and corporate financial performance	p. 274
Boards and corporate social performance	p. 276
Boards and internal economic value creation	p. 278
Value creation throughout the corporate value chain	p. 283
Board member competence and the value chain	p. 287
The board working style and value creation	p. 291
Summary	p. 292
The human side of corporate governance	p. 294
Main points in the various chapters	p. 294
Framework and definitions	p. 294
Board task expectations and theories	p. 295
'More than the usual suspects'	p. 296
Interactions: the chapter in the centre	p. 297
Board working style	p. 297
Board task performance and value creation	p. 298
Contributions	p. 299
Conclusions	p. 300
Novel concepts and typologies	p. 301
Redirecting attention	p. 302
A research agenda	p. 303
Reflections	p. 304
Arenas for board ethics	p. 305
ABC and the 'value-creating" board	p. 309
The human side of corporate governance	p. 313
Notes	p. 316
References	p. 344
Index	p. 366
Table of Contents provided by Ingram. All Rights Reserved.

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Boards, Governance and Value Creation: The Human Side of Corporate Governance

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Boards, Governance and Value Creation: The Human Side of Corporate Governance

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