The changing role of the supervisory board chairman: the case of the Netherlands (1997-2007)

Over the last ten years, the corporate governance context in most Western countries has changed as a result of irregularities, increased regulation, heightened societal expectations and shareholder activism. This paper examines the impact of the changing context on the role of chairmen of supervisory boards in the Netherlands. Based on a combination of thirty semi-structured interviews with board members of leading Dutch corporations and secondary data on the position of supervisory board chairmen at the top-100 listed firms in the Netherlands, the study reveals that board chairmen have become increasingly involved in both their control and service roles. While the demographics (i.e., age, tenure, gender and nationality) of chairmen have hardly changed over the last decade, chairmen are spending considerably more time on boards and committees, have reduced the number of board interlocks and have become more active on the forefront of the corporate governance discussion. The paper highlights several implications for scholars and practitioners.

Are boards flying blind when it comes to enterprise technology governance?

Considering the sheer speed, complexity and ever changing risk in today’s technology saturated business environment, it’s hardly surprising that the call for digitally savvy directors is increasing. Emerging research suggests serious consequences for boards that continue to ignore or delegate enterprise-level technology governance.

Characteristics of Bangladeshi corporate networks

Over the past 40 years, Bangladesh has been undergoing economic reforms and institutional transitions to a market economy. An important product of this strategic transition has been the emergence of interlocking directorates, where a director sits on multiple directorate boards of corporations. Given this background, this thesis seeks to examine the attributes of the corporate network of interlocking directorships in Bangladesh. To date, the study of interlocking directorates has concentrated on Western economies. This study provides the results from a systematic exploration of the corporate network of Bangladesh based on data drawn from 100 largest listed companies in 2010.

Why merit may not be best for new ABC, SBS boards

In a bid to increase public confidence,the previous Labor government introduced a supposedly fairer merit-based process for ABC and SBS board appointments. Despite the present government criticising the wasteful spending involved, the upcoming appointments will follow the same process.

An observational analysis of the impact of board dynamics and directors’ participation on perceived board effectiveness

This study addresses calls for closer examination of board dynamics by offering an inside view of director interactions. Video-observations of three board meetings at each of two Australian corporations matched with director interviews and secondary data reveal distinct patterns of director interactions, their sources of variation and impact on perceived board effectiveness. Our data reveal that director interactions are multi-dimensional and dynamic: while group interactions across agenda items are similar, with a few directors leading the discussion, the contributing directors change across items. Moreover, directors’ inclusiveness and evenness of participation are associated with higher perceptions of board effectiveness. Last, we find that director interactions change with the nature of the items, board climate and board meeting arrangements. The study contributes to the literature by moving beyond the individual-level analysis of directors’ skills or independence, and offering a detailed view of how the joint group and individual dimensions of board dynamics affect board functioning.

Director independence or decision bias? An investigation of alternative sources of agency costs in board decision making

Research into boards traditionally focuses on independent monitoring of management, with studies focused on the effect of board independence on firm performance. This thesis aims to broaden the research tradition by consolidating prior research and investigating how agents may circumvent independent monitoring. Meta-analysis of previous board independence-firm performance studies indicated no systematic relationship between board independence and firm performance. Next, a series of experiments demonstrated that the presentation of recommendations to directors may bias decision making irrespective of other information presented and the independence of the decision maker. Together, results suggest that independence may be less important than the agent's motivation to misdirect the monitoring process.

Frameworks in regulating company directors : rethinking the philosophical foundations to enhance accountability

Sets out a system of corporate governance regulation, aimed at combining legal and social methods of governing director behaviour and at creating a framework flexible enough to accommodate different business and ethical cultures. Outlines the theoretical basis of corporate governance and the broad responsibilities of directors, and discusses the extent to which they can and should be regulated. Discusses the constitution of a regulatory framework encompassing law, soft law and best practice, and ethics.

Regulating non-executive directors in Australia : a socio-legal approach

Discusses the role of legislation and codes of conduct in influencing the behaviour of non-executive directors. Outlines the functions of a board of directors and considers the role on non-executive directors in particular. Traces the development of standards of skill required on non-executive directors both under the Australian Corporations Act 2001 and under common law. Questions whether these have brought about a real change in behaviour. Considers whether professionalisation of directorship could be more effective.

Board members’ contribution to strategic decision-making in small firms

This article explores how the boards of small firms actually undertake to perform strategic tasks. Board strategic involvement has seldom been investigated in the context of small firms. We seek to make a contribution by investigating antecedents of board strategic involvement. The antecedents are “board working style” and “board quality attributes”, which go beyond the board composition features of board size, CEO duality, the ratio of non-executive to executive directors and ownership. Hypotheses were tested on a sample of 497 Norwegian firms (from 5 to 30 employees). Our results show that board working style and board quality attributes rather than board composition features enhance board strategic involvement. Moreover, board quality attributes outperform board working style in fostering board strategic involvement

Legislative proposals to codify directors' liability for insolvent trading in Hong Kong : a 10-year journey

Hong Kong is a modern global city with a reputation for well-regulated financial markets, but for years, the government had been trying to enact laws on corporate rescue procedures with relatively little success. It is under the pretext of the Global Financial Crisis, the threat of a future economic meltdown gave the Hong Kong government the impetus to revisit this issue. This third attempt to codify statutory obligations on directors’ liability for insolvent trading has been criticised for either setting the standards too high or low for directors trading whilst insolvent. There is also some reservation given the beliefs and values of directors in Chinese family-owned and controlled companies. These companies would most likely trade out the difficult times. Nevertheless, this does not negate from the fact that the enactment of corporate rescue procedures in Hong Kong in 2010 is a momentous achievement for the Hong Kong government.

Challenges in the supervisory boardroom : an exploratory study in the Netherlands

As a consequence of recent corporate governance reforms, the work of supervisory board members in the Dutch two-tier system has become more complex. The objectives of this study are to gain more insight in the current challenges that supervisory board members face and assess whether they are well-equipped to manage them. Based on a combination of an analysis of self-assessment reports, a web-based survey and semi-structured interviews, we conclude that the major challenges of supervisory board members lie in the field of interaction and collaboration with executives. Distinct ‘challenge areas’ were relatively often perceived as problematic as well as important, highlighting the need to improve the current functioning of boards. With regard to the skills that are present on supervisory boards, we find that individual qualities, like integrity, professionalism and knowledge, are better recognized than collective qualities for the supervisory board as a whole. In particular, openness and honesty are seen as important, but often lacking. The paper highlights several implications for scholars and practitioners.

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.

Collective equipments of power: The road and the city

A year ago, I became aware of the historical existence of the group CERFI— Le centre d’etudes, de recherches, et de formation institutionelles, or The Study Center for Institutional Research and Formation. CERFI emerged in 1967 under the hand of Lacanian psychiatrist and Trotskyite activist Félix Guattari, whose antonymous journal Recherches chronicled the group’s subversive experiences, experiments, and government-sponsored urban projects. It was a singularly bizarre meeting of the French bureaucracy with militant activist groups, the French intelligentsia, and architectural and planning practitioners at the close of the ‘60s. Nevertheless, CERFI’s analysis of the problems of society was undertaken precisely from the perspective of the state, and the Institute acknowledged a “deep complicity between the intellectual and statesman ... because the first critics of the State, are officials themselves!”1 CERFI developed out of FGERI (The Federation of Groups for Institutional Study and Research), started by Guattari two years earlier. While FGERI was created for the analysis of mental institutions stemming from Guattari’s work at La Borde, an experimental psychiatric clinic, CERFI marks the group’s shift toward urbanism—to the interrogation of the city itself. Not only a platform for radical debate on architecture and the city, CERFI was a direct agent in the development of urban planning schemata for new towns in France. 2 CERFI’s founding members were Guattari, the economist and urban theorist François Fourquet, feminist philosopher Liane Mozère, and urban planner and editor of Multitides Anne Querrien—Guattari’s close friend and collaborator. The architects Antoine Grumback, Alain Fabre, Macary, and Janine Joutel were also members, as well as urbanists Bruno Fortier, Rainier Hoddé, and Christian de Portzamparc. 3 CERFI was the quintessential social project of post-‘68 French urbanism. Located on the Far Left and openly opposed to the Communist Party, this Trotskyist cooperative was able to achieve what other institutions, according to Fourquet, with their “customary devices—the politburo, central committee, and the basic cells—had failed to do.”4 The decentralized institute recognized that any formal integration of the group was to “sign its own death warrant; so it embraced a skein of directors, entangled, forming knots, liquidating all at once, and spinning in an unknown direction, stopping short and returning back to another node.” Allergic to the very idea of “party,” CERFI was a creative project of free, hybrid-aesthetic blocs talking and acting together, whose goal was none other than the “transformation of the libidinal economy of the militant revolutionary.” The group believed that by recognizing and affirming a “group unconscious,” as well as their individual unconscious desires, they would be able to avoid the political stalemates and splinter groups of the traditional Left. CERFI thus situated itself “on the side of psychosis”—its confessed goal was to serve rather than repress the utter madness of the urban malaise, because it was only from this mad perspective on the ground that a properly social discourse on the city could be forged.

Corporate governance as social responsibility : a meta-regulation approach to raise social responsibility of corporate governance in a weak economy

Corporate governance (CG) denotes the rules of business decision-making and directs the internal mechanism of companies to follow the output of the rules. It includes the customs, policies, laws and institutions as a set of processes that affects the way in which a corporation is directed, administered or controlled.