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

L'Impatto delle Condizioni Interne ed Esterne sul Ruolo del Cda : un'Analisi Empirica sulle Grandi Imprese Italiane [The impact of internal and external contingencies on board tasks performance : an empirical investigation of Italian companies]

Il Consiglio di Amministrazione (CdA) è il principale organo di governo delle aziende. La letteratura gli attribuisce tre ruoli: controllo, indirizzo strategico e collegamento con l’ambiente (networking). Precedenti studi empirici hanno analizzato se un Consiglio di Amministrazione è attivo o meno in tutti e tre i ruoli in un dato momento. Nel presente lavoro, invece, si propone un approccio «contingente» e si analizzano i ruoli svolti dal CdA al variare delle condizioni interne (aziende in crisi o di successo) ed esterne (aziende in settori competitivi o regolamentati).. L’indagine empirica è stata condotta su un campione di 301 imprese italiane di grandi dimensioni. I risultati supportano la tesi iniziale secondo cui le condizioni interne ed esterne incidono sul ruolo svolto dal CdA. In particolare i risultati evidenziano che il CdA non svolge sempre tutti e tre i ruoli nello stesso momento, ma esso si concentra sul ruolo o sui ruoli che assumono grande importanza nella situazione in cui si trova l’azienda. Con riferimento alle condizioni interne, nelle imprese in crisi il CdA è attivo in tutti e tre i ruoli, mentre in quelle di successo prevale un orientamento verso la funzione strategica. Nelle aziende che operano in settori competitivi il ruolo di controllo è più pressante mentre nei settori regolamentati prevale una funzione di networking.

The dynamic processes of visual, corporate, and organisational identity : an exploratory study

The purpose of this study is to contribute to the cross-disciplinary body of literature of identity and organisational culture. This study empirically investigated the Hatch and Schultz (2002) Organisational Identity Dynamics (OID) model to look at linkages between identity, image, and organisational culture. This study used processes defined in the OID model as a theoretical frame by which to understand the relationships between actual and espoused identity manifestations across visual identity, corporate identity, and organisational identity. The linking processes of impressing, mirroring, reflecting, and expressing were discussed at three unique levels in the organisation. The overarching research question of How does the organisational identity dynamics process manifest itself in practice at different levels within an organisation? was used as a means of providing empirical understanding to the previously theoretical OID model. Case study analysis was utilised to provide exploratory data across the organisational groups of: Level A - Senior Marketing and Corporate Communications Management, Level B - Marketing and Corporate Communications Staff, and Level C - Non-Marketing Managers and Employees. Data was collected via 15 in-depth interviews with documentary analysis used as a supporting mechanism to provide triangulation in analysis. Data was analysed against the impressing, mirroring, reflecting, and expressing constructs with specific criteria developed from literature to provide a detailed analysis of each process. Conclusions revealed marked differences in the ways in which OID processes occurred across different levels with implications for the ways in which VI, CI, and OI interact to develop holistic identity across organisational levels. Implications for theory detail the need to understand and utilise cultural understanding in identity programs as well as the value in developing identity communications which represent an actual rather than an espoused position.

Closing the gap : the next steps for the interaction of corporate reputation and psychological contract development

With an increasing body of literature linking the human resource management and marketing fields, one area receiving increased academic attention is how an organisation’s corporate reputation can be managed to attract potential recruits and shape their employment expectations through their psychological contracts. This paper seeks to enhance current models which focus on the interrelationship of corporate reputation and psychological contract theory. It is argued that a number of factors need to be considered in order the build a firmer foundation for such a theory. Firstly, a common understanding of the psychological contract needs to be established such that the focus on either expectations or promises is clarified. Secondly, the included components of the psychological contract need to be considered in light of their empirical founding and their relationship with one another. Thirdly, the interrelationship of corporate reputation, employer branding, identity and image needs to be explicated within the context of how they both influence and interrelate with the psychological contract. The final consideration surrounds the opportunity for potential employees to be considered within the corporate reputation literature as a significant stakeholder group.

Corporate governance in China

So far as Asia is concerned, corporate governance is an import. The concept itself was virtually unknown in China ¬a decade ago. Yet corporate governance has now been enthusiastically embraced in China, to the point that the year 2005 was declared the Year of Corporate Governance and extensive amendments have been made to several laws and regulations with an emphasis on corporate governance. This essay will consider the effectiveness of China’s corporate governance law on paper and in practice with the OECD’s Principles of Corporate Governance acting as a general guide.

Board network characteristics and company performance in Sweden : the case of Gnosjö companies and their board members in southern Sweden

When managers of entrepreneurial companies typically talk about strategies, they first consider what products to make and secondly where to locate the business. The entrepreneurial companies locate in rural areas because of a wish to maintain a certain lifestyle, or because they can combine a resource available there with certain knowledge or interest that they have (Getz and Nilsson, 2004). In addition, many managers of entrepreneurial companies are confident in locating in a rural area, because there often is economic and social structure supportive of local corporate governance. The most central part of corporate governance is the board of directors. In an entrepreneurial company in a rural area, such members of boards are most likely to be individuals in dominant positions influential in the local economy.

Who is the corporate entrepreneur? Insights from opportunity discovery and Creation Theory

Recent research has begun to address and even compare nascent entrepreneurship and nascent corporate entrepreneurship. An opportunity based view holds great potential to integrate both streams of research, but also presents challenges in how we define corporate entrepreneurship. We extend (corporate) entrepreneurship literature to the opportunity identification phase by providing a framework to classify different types of corporate entrepreneurship. Through analysis of a large dataset on nascent (corporate) entrepreneurship (PSEDII) we show that these corporate entrepreneurs differ largely from each other in terms of human capital. Prior studies have indicated that independent and corporate entrepreneurs pursue different types of opportunities and utilize different strategies. Our findings from the opportunity identification phase challenge those differences and seem to indicate a difference between the opportunities corporate entrepreneurs identify versus the opportunities they exploit.

The concealed difficulties of aligning CRE decisions to corporate goals

Realisation of the importance of real estate asset strategic decision making has inspired a burgeoning corporate real estate management (CREM) literature. Much of this criticises the poor alignment between strategic business direction and the ‘enabling’ physical environment. This is based on the understanding that corporate real estate assets represent the physical resource base that supports business, and can either complement or impede that business. In the hope of resolving this problem, CRE authors advocate a deeper integration of strategic and corporate real estate decisions. However this recommendation appears to be based on a relatively simplistic theoretical approach to organization where decision-making tends to be viewed as a rationally managed event rather than a complex process. Defining decision making as an isolated event has led to an uncritical acceptance of two basic assumptions: ubiquitous, conflict-free rationality and profit maximisation. These assumptions have encouraged prescriptive solutions that clearly lack the sophistication necessary to come to grips with the complexity of the built and organizational environment. Alternatively, approaching CREM decision making from a more sophisticated perspective, such as that of the “Carnegie School”, leads to conceptualise it as a ‘process’, creating room for bounded rationality, multiple goals, intra-organizational conflict, environmental matching, uncertainty avoidance and problem searching. It is reasonable to expect that such an approach will result in a better understanding of the organizational context, which will facilitate the creation of organizational objectives, assist with the formation of strategies, and ultimately will aid decision.

Diffusion of corporate governance practices : the Dutch response to pressures for shareholder value

As part of a larger literature focused on identifying and relating the antecedents and consequences of diffusing organizational practices/ideas, recent research has debated the international adoption of a shareholder-value-orientation (SVO). The debate has financial economists characterizing the adoption of an SVO as performance-enhancing and thus inevitable, with behavioral scientists disputing both claims, invoking institutional differences. This study seeks to provide some resolution to the debate (and advance current understanding on the diffusion of practices/ideas) by developing a socio-political perspective that links the antecedents and consequences of an SVO. In particular, we introduce the notion of misaligned elites and misfitted practices in our analysis of how and why differences in the technical and cultural preferences of major owners will influence a firm’s adoption and (un)successful implementation of an SVO among the largest 100 corporations in the Netherlands from 1992-2006. We conclude with a discussion of the implications of our perspective and our findings for future research on corporate governance and the diffusion of organizational practices/ideas.

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.

The determinants of corporate sustainability performance

This paper investigates the factors that drive high levels of corporate sustainability performance (CSP), as proxied by membership of the Dow Jones Sustainability World Index. Using a stakeholder framework, we examine the incentives for US firms to invest in sustainability principles and develop a number of hypotheses that relate CSP to firm-specific characteristics. Our results indicate that leading CSP firms are significantly larger, have higher levels of growth and a higher return on equity than conventional firms. Contrary to our predictions, leading CSP firms do not have greater free cash flows or lower leverage than other firms.

Reframing the development of corporate learning

Due to increasing recognition by industry that partnerships with universities can lead to more effective knowledge and skills acquisition and deployment, corporate learning programmes are currently experiencing a resurgence of interest. Rethinking of corporations’ approaches to what has traditionally been classed as ‘training’ has resulted in a new focus on learning and the adoption of philosophies that underlie the academic paradigm. This paper reports on two studies of collaboration between major international engineering corporations and an Australian university, the aim of which was to up-skill the workforce in response to changing markets. The paper highlights the differences between the models of learning adopted in such collaboration and those in more conventional, university-based environments. The learning programmes combine the ADDIE (analysis, design, develop, implement and evaluate) development and workplace learning models. Adaptations that have added value for industry partners and recommendations as to how these can be evolved to cope with change are discussed. The learning is contextualised by industry- based subject matter experts working in close collaboration with university experts and learning designers to develop programmes that are reflective of current and future needs in the organisation. Results derived from user feedback indicate that the learning programmes are effectively aligned with the needs of the industry partners whilst simultaneously upholding academic ideals. In other words, it is possible to combine academic and more traditional approaches to develop corporate learning programmes that satisfy requirements in the workplace. Emerging from the study, a new conceptual framework for the development of corporate learning is presented.

Exploring the role of the governing body (board) in information technology governance : a study of Australian universities

In this thesis, I advance the understanding of information technology (IT) governance research and corporate governance research by considering the question “How do boards govern IT?” The importance of IT to business has increased over the last decade, but there has been little academic research which has focused on boards and their role in the governance of IT (Van Grembergen, De Haes and Guldentops, 2004). Most of the research on information technology governance (ITG) has focused on advancing the understanding and measurement of the components of the ITG model (Buckby, Best & Stewart, 2008; Wilkin & Chenhall, 2010), a model recommended by the IT Governance Institute (2003) as ‘best practice’ for boards to use in governing IT. IT governance is considered to be the responsibility of the board and is said to form an important subset of an organisation’s corporate governance processes (Borth & Bradley, 2008). Boards need to govern IT as a result of the large capital investment in IT resources and high dependency on IT by organisations. Van Grembergen, De Haes and Guldentops (2004) and De Haes & Van Grembergen (2009) indicate that corporate governance matters are not able to be effectively discharged unless IT is being governed properly, and call for further specific research on the role of the board in ITG. Researchers also indicate that the link between corporate governance and IT governance has been neglected (Borth & Bradley, 2008; Musson & Jordan, 2005; Bhattacharjya & Chang, 2008). This thesis will address this gap in the ITG literature by providing the bridge between the ITG and corporate governance literatures. My thesis uses a critical realist epistemology and a mixed method approach to gather insights into my research question. In the first phase of my research I develop a survey instrument to assess whether boards consider the components of the ITG model in governing IT. The results of this first study indicated that directors do not conceptualise their role in governing IT using the elements of the ITG model. Thus, I moved to focus on whether prominent corporate governance theories might elucidate how boards govern IT. In the second phase of the research, I used a qualitative inductive case based study to assess whether agency, stewardship and resource dependence theories explain how boards govern IT in Australian universities. As the first in-depth study of university IT governance processes, my research contributes to the ITG research field by revealing that Australian university board governance of IT is characterized by a combination of agency theory and stewardship theory behaviours and processes. The study also identified strong links between a university’s IT structure and evidence of agency and stewardship theories. This link provides insight into the structures element of the emerging enterprise governance of IT framework (Van Grembergen, De Haes & Guldentops, 2004; De Haes & Van Grembergen, 2009; Van Grembergen & De Haes, 2009b; Ko & Fink, 2010). My research makes an important contribution to governance research by identifying a key link between corporate and ITG literatures and providing insight into board IT governance processes. The research conducted in my thesis should encourage future researchers to continue to explore the links between corporate and IT governance research.

An analysis of the nature and effectiveness of corporate governance in smaller listed Australian companies

The objective of this thesis is to investigate the corporate governance attributes of smaller listed Australian firms. This study is motivated by evidence that these firms are associated with more regulatory concerns, the introduction of ASX Corporate Governance Recommendations in 2004, and a paucity of research to guide regulators and stakeholders of smaller firms. While there is an extensive body of literature examining the effectiveness of corporate governance, the literature principally focuses on larger companies, resulting in a deficiency in the understanding of the nature and effectiveness of corporate governance in smaller firms. Based on a review of agency theory literature, a theoretical model is developed that posits that agency costs are mitigated by internal governance mechanisms and transparency. The model includes external governance factors but in many smaller firms these factors are potentially absent, increasing the reliance on the internal governance mechanisms of the firm. Based on the model, the observed greater regulatory intervention in smaller companies may be due to sub-optimal internal governance practices. Accordingly, this study addresses four broad research questions (RQs). First, what is the extent and nature of the ASX Recommendations that have been adopted by smaller firms (RQ1)? Second, what firm characteristics explain differences in the recommendations adopted by smaller listed firms (RQ2), and third, what firm characteristics explain changes in the governance of smaller firms over time (RQ3)? Fourth, how effective are the corporate governance attributes of smaller firms (RQ4)? Six hypotheses are developed to address the RQs. The first two hypotheses explore the extent and nature of corporate governance, while the remaining hypotheses evaluate its effectiveness. A time-series, cross-sectional approach is used to evaluate the effectiveness of governance. Three models, based on individual governance attributes, an index of six items derived from the literature, and an index based on the full list of ASX Recommendations, are developed and tested using a sample of 298 smaller firms with annual observations over a five-year period (2002-2006) before and after the introduction of the ASX Recommendations in 2004. With respect to (RQ1) the results reveal that the overall adoption of the recommendations increased from 66 per cent in 2004 to 74 per cent in 2006. Interestingly, the adoption rate for recommendations regarding the structure of the board and formation of committees is significantly lower than the rates for other categories of recommendations. With respect to (RQ2) the results reveal that variations in rates of adoption are explained by key firm differences including, firm size, profitability, board size, audit quality, and ownership dispersion, while the results for (RQ3) were inconclusive. With respect to (RQ4), the results provide support for the association between better governance and superior accounting-based performance. In particular, the results highlight the importance of the independence of both the board and audit committee chairs, and of greater accounting-based expertise on the audit committee. In contrast, while there is little evidence that a majority independent board is associated with superior outcomes, there is evidence linking board independence with adverse audit opinion outcomes. These results suggest that board and chair independence are substitutes; in the presence of an independent chair a majority independent board may be an unnecessary and costly investment for smaller firms. The findings make several important contributions. First, the findings contribute to the literature by providing evidence on the extent, nature and effectiveness of governance in smaller firms. The findings also contribute to the policy debate regarding future development of Australia’s corporate governance code. The findings regarding board and chair independence, and audit committee characteristics, suggest that policy-makers could consider providing additional guidance for smaller companies. In general, the findings offer support for the “if not, why not?” approach of the ASX, rather than a prescriptive rules-based approach.

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.