Investigating the development of the internal and external service tasks of non-executive directors: the case of the Netherlands (1997-2005)

During the last decade, globalisation and liberalisation of financial markets, changing societal expectations and corporate governance scandals have increased the attention for the fiduciary duties of non-executive directors. In this context, recent corporate governance reform initiatives have emphasised the control task and independence of non-executive directors. However, little attention has been paid to their impact on the external and internal service tasks of non-executive directors. Therefore, this paper investigates how the service tasks of non-executive directors have evolved in the Netherlands. Data on corporate governance at the top-100 listed companies in the Netherlands between 1997 and 2005 show that the emphasis on non-executive directors' external service task has shifted to their internal service task, i.e. from non-executive directors acting as boundary spanners to non-executive directors providing advice and counselling to executive directors. This shift in board responsibilities affects non-executive directors' ability to generate network benefits through board relationships and has implications for non-executive directors' functional requirements.

Boardroom identities: can independence by 'cued' in directors?

Director independence is a cornerstone of fiduciary responsibility and good corporate governance. However, most directors are recruited because of the roles and networks they hold, meaning that there is an expectation that identities held by a director outside the boardroom will be used to benefit the company. While this often works well, it is acknowledged that many directors, either consciously or subconsciously, will at times allow themselves to be influenced by their other roles to the detriment of the governance process. In this paper we argue that identity theory can be used to explore the impact of ‘identity’ on corporate governance and that practical tools can be developed to actively assist directors to maintain ‘independence’ in the boardroom.

Nonprofit Directors' and Officers' Insurance

In the present economic climate it is easy to get carried away by the negative aspects of the rationalisation and review process which has taken place. As a person considering an offer to take up office with a non-profit organisation or as a person already holding such a position, one way of dealing with the increased exposure to liability may be to refuse the offer or resign from your position. Although this is a legitimate risk management tool (and appropriate in some circumstances), it is essential to the recovery of the economy that the "close up shop mentality" does not prevail. Although regulation of the business community and the community in general and enforcement of those regulations is increasing, the legal framework in which directors, officers and committee members of non-profit organisations operate has not substantially changed in recent times. It is necessary to face up to liability exposures (many of which have existed for centuries) and take steps to manage those exposures in order to carry out the objects of the organisation you serve and which in turn serves the community.

Embedded tax liabilities and portfolio choice

his study presents an improved method of dealing with embedded tax liabilities in portfolio choice. We argue that using a risk-free discount rate is appropriate for calculating the present value of future tax liabilities. Supportive of recent research, our results found a taxation-induced preference of holding equities over bonds, and a location preference of holding equities in the taxable account and bonds in retirement accounts. These important findings contrast with traditional investment advice which suggests a greater capacity for risk in retirement accounts.

Directors at work : a practical guide for directors

Directors at Work: A Practical Guide for Boards is designed to be a practical tool for directors and boards wishing to implement leading practice corporate governance in their organisations. The book discusses contemporary issues in corporate governance, ways in which boards, directors and their advisers can be effective, and ways to improve their governance processes and procedures. The book also discusses an area that was only touched on briefly in the previous book, but is at the heart of effective decision making by boards: board behavioural dynamics, which deals with the types of behaviours that either support or destroy good governance.

The emerging role of the Board of Directors in enterprise business technology governance

In an increasingly business technology (BT) dependent world, the impact of the extraordinary changes brought about by the nexus of mobile and cloud technologies, social media and big data is increasingly being felt in the board room. As leaders of enterprises of every type and size, board directors can no longer afford to ignore, delegate or avoid BT-related decisions. Competitive, financial and reputational risk is increased if boards fail to recognize their role in governing technology as an asset and in removing barriers to improving enterprise business technology governance (EBTG). Directors’ awareness of the need for EBTG is increasing. However, industry research shows that board level willingness to rectify the gap between awareness and action is very low or non-existent. This literature review-based research identifies barriers to EBTG effectiveness. It provides a practical starting point for board analysis. We offer four outcomes that boards might focus on to ensure the organizations they govern are not left behind by those led by the upcoming new breed of technology-savvy leaders. Most extant research looks backward for examples, examining data pre-2010, the time when a tipping point in the personal and business use of multimedia and mobile-internet devices significantly deepened the impacts of the identified nexus technology forces, and began rapidly changing the way many businesses engage with their customers, employees and stakeholders. We situate our work amidst these nexus forces, discuss the board’s role in EBTG in this context, and modernize current definitions of enterprise technology governance. The primary limitation faced is the lack of scholarly research relating to EBTG in the rapidly changing digital economy. Although we have used recent (2011 - 2013) industry surveys, the volume of these surveys and congruence across them is significant in terms of levels of increased awareness and calls for increased board attention and competency in EBTG and strategic information use. Where possible we have used scholarly research to illustrate or discuss industry findings.

The new governance approach to the devolution of corporate governance

The moral arguments associated with justice, fairness and communitarianism have rejected the exclusivity of cost‐benefit analysis in corporate governance. Particularly, the percepts of new governance (NG) have included distributive aspects in efficiency models focused on maximizing profits. While corporate directors were only assigned to look after the return of investment within the traditional framework of corporate governance (CG), NG has created the scope for them to look beyond the set of contractual liabilities. This article explores how and how far NG notions have contributed to the devolution of CG to create internal strategies focusing on actors, ethics and accountability in corporate self-regulation.

The role of the board of directors in ensuring a culture of integrity

Corporate scandals are as old as the corporate form itself. Consider, for example, the controversies surrounding the role of one of the first modern corporations, the British East India Company, in the Bengal famine of 1770 and in the Chinese opium trade. Yet it is the increasing scale and scope of unethical acts carried out by individuals in the name, and interests, of corporations that continue to be concerning. Recent revelations surrounding the extent of bribery and covert surveillance used by News Corporation journalists in its British operations continue to shock the world and undermine confidence in that organiszation and journalists in general. Yet despite the systemic nature of many of these unethical activities, corporate leaders generally plead ignorance when transgressions come to light. During the enquity into the News Corporation scandal, Rupert Murdoch, the CEO and chairman, rejected the assertion that he was ultimately 'responsible for this whole fiasco' (House of Commons, 2011, Q.230). Instead, like many corporate leaders before him, Murdoch placed blame on the employees within the newspaper. His responses poses an increasingly important question: Do corporate leaders bear responsibility for the conduct of individuals within a corporation and, if so, why?

Reflections on talk about natural disasters by early childhood educators and directors

Facilitated discussion with early childhood staff working with children and families affected by natural disasters in Queensland, Australia, raises issues regarding educational communication in emergencies. This paper reports on these discussions as ‘reflections on talk’. It examines discrepancies between the literature and staff talk, gaps in the literature, and the inaccessible style of some literature-demanded collaborative debate and information re-interpretation. Reframing of the discourse style was used to support staff de-briefing, mutual encouragement, and sharing of insights on promoting resilience in children and families. Formal investigation is required regarding effective emergency-situation talk between staff, as well as with children and families.

An exploratory study into director selection : who do directors want on their boards and how do they select them?

This exploratory study into director selection involved in-depth interviews with Australian non-executive directors to identify what directors consider as important criteria when selecting new members and the approach taken to identify and select candidates. The findings indicate boards select new members based not only on their ability to contribute complementary skills and experience but also on a perceived compatibility with incumbent board members. While these two selection criteria are considered equal in importance, not all selection approaches are able to adequately assess both criteria. As a result many selections fail to realise their selection criteria.

Directing experience : an exploration of active analysis and visual cognition theory in the training of contemporary directors

The focus of this research is the creation of a stage-directing training manual on the researcher's site at the National Institute of Dramatic Art. The directing procedures build on the work of Stanislavski's Active Analysis and findings from present-day visual cognition studies. Action research methodology and evidence-based data collection are employed to improve the efficacy of both the directing procedures and the pedagogical manual. The manual serves as a supplement to director training and a toolkit for the more experienced practitioner. The manual and research findings provide a unique and innovative contribution to the field of theatre directing.

Who selects the 'right' directors? An examination of the association between board selection, gender diversity and outcomes

Using a sample of companies from the top 500 listed firms in Australia, we investigate whether the presence of a designated nomination committee and female representation on the nomination committee affect board gender diversity. We also examine whether gender diversity on the board affects firm risk and financial performance. We find that board gender diversity is significantly and positively associated with the presence of a designated nomination committee and that female representation on the nomination committee is a significant explanatory factor of increasing board gender diversity following the release of the 2010 Australian Securities Exchange Corporate Governance Council (ASXCGC) recommendations. Further, our results support the business case for board gender diversity as we find greater gender diversity moderates excessive firm risk which in turn improves firms’ financial performance. Our results are robust after correcting for selection bias and controlling for other board, firm and industry characteristics.

Micropolitical insights into Assistant Regional Directors’ leadership in Queensland Education

The position of Assistant Regional Directors, School Performance (ARD-SP) was established by the Department of Education and Training (DET), the government provider of public education in Queensland, in 2010, to improve student learning across Queensland by providing close supervision of principals. Based on interviews with 18 ARDs-SP and two of their immediate supervisors, this paper explores their views about this relatively new position and their understandings of the role. Following Blase and Anderson (1995), it uses micropolitical leadership theory to analyse comments made by the participants. A key finding was a view of leadership based on a differentiated supervision model whereby ARDs-SP worked with principals to ensure they met the corporate agenda. Participants’ comments favoured a leadership approach that was both adversarial (drawing upon power over and power through) and facilitative (drawing upon power through and power over) and for those principals deemed under-performing, an authoritarian leadership approach was apparent.