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.

The rise of englightened shareholder primacy and its impact on US corporate self-regulation

Enlightened shareholder primacy (“ESP”) is a new approach in the corporate governance (“CG”) framework. The emergence of this approach is important owing to its role in answering a vital question: is the company really a private organisation to be seen only through the economic prism of contract? Or is it public and about a wider group of interests and underwritten by communitarian concern about social responsibility? Apart from answering this question, ESP explains the changes in corporate directors’ roles and self-regulation strategies of companies.

Leading or managing? Assistant Regional Directors, School Performance, in Queensland

Purpose Education reform aimed at achieving improved student learning is a demanding challenge for leaders and managers at all levels of education across the globe. In 2010, the position of Assistant Regional Directors, School Performance (ARD-SP), was established to positively impact upon student learning across public schools in Queensland, Australia. This study explores the perceptions of the role and leadership understandings of ARDs in Queensland in order to understand more fully the tensions and opportunities they face within this reasonably newly created position. Design/methodology/approach This qualitative study is based on interviews with 18 Assistant Regional Directors and two of their supervisors to gauge a better understanding of the nature of the role as it relates to leadership and management in the Queensland context. Findings Interview data revealed three key themes pertaining to the nature of the role and these were performance, supervision, and professional challenges. A key finding was that the notion of supervision was experienced as problematic for ARDs-SP. Research limitations/implications This study has limitations and these include a sample that focused on Assistant Regional Directors within one State of Australia and one schooling system (i.e. public education); and interviews were the primary data collection source. Originality/value Although there have been studies of supervisors of principals (referred to as superintendents, directors) in other countries and other systems, this study is a first to explore the tensions and opportunities faced by executive leaders in Queensland.

Enterprise business technology governance: A validation of three technology-governance competencies for boards of directors

The competent leadership and governance of digital transformation needs to involve the board of directors. The reported lack of such capability in boards is becoming a pressing issue. Underpinning leadership in such transformation are the competencies to effectively govern Enterprise Technology (ETG). In this paper we take the position that ETG competencies are essential in boards because competent enterprise business technology governance has been shown to contribute to increased revenue, profit, and returns. We report the industry validation processes of a set of three board-of-director competencies needed for effective ETG related to strategy and planning; investment and risk; and, innovation and value creation. We conclude that gaps in board ETG competence remain.

Legal duties following the discharge of mental health patients

In the recent decision of Hunter and New England Local Health District v McKenna; Hunter and New England Local Health District v Simon, the High Court of Australia held that a hospital and its medical staff owed no common law duty of care to third parties claiming for mental harm, against the background of statutory powers to detain mentally ill patients. This conclusion was based in part on the statutory framework and in part on the inconsistency which would arise if such a duty was imposed. If such a duty was imposed in these circumstances, the consequence may be that doctors would generally detain rather than discharge mentally ill persons to avoid the foreseeable risk of harm to others. Such an approach would be inconsistent with the policy of the mental health legislation , which favours personal liberty and discharge rather than detention unless no other care of a less restrictive kind is appropriate and reasonably available.

Enterprise technology governance: New information and technology core competencies for boards of directors

Boards of directors have legal and ethical responsibilities to be competent. Yet, in a world where business models and whole sectors are being disrupted by rapid information and technology change, a majority of directors lack IT governance knowledge and skills. Individual IT competency and collective board Enterprise Technology Governance capability is a global problem. Without capability, boards are potentially flying blind, and risk is increased and opportunities to lead and govern digital transformation lost. To address this capability gap, this research provides the first multi-industry validated Enterprise Technology Governance competency set for use in board evaluation, recruitment and professional development.

Duties to the dead and dying

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Patriarkkana ikuisuuden performanssissa : Maskuliinisuuden ja miehen ruumiillisuuden rakentuminen mormonien Duties and Blessings of the Priesthood -opetuskäsikirjassa

The material I analyze for my master's thesis is a teaching manual used by the Mormons (the Church of Jesus Christ of Latter-day Saints), called "Duties and Blessings of the Priesthood". This work includes numerous lesson plans, each one with a separate topic. The manual is intended especially for teaches, but can also be used for individual study. The main target of my research is to find out how men and their bodies are constructed in the manual. Prescriptive texts together with narrative stories and illustrations create a multifaceted picture of Mormon notions of masculinity and corporeality. I approach my research material from a constructivist perspective. I build my interpretative reading upon Critical Discourse Analysis. I am especially interested in how the manual interprets and understands connections between gender, embodiment and religion. I understand gender in Judith Butler's terms, as a performance of styled and repeated gestures. Some of the discussions I raise in my work draw upon the disciplines of Critical Men's Studies and Sociology of Religion. In Mormonism, gender is thought to be an elementary part of human ontology. It is an eternal trait inherited from God the Father (and God the Mother). The place of men in Mormon cosmology is determined by their double role as patriarchs, fathers and priests. The main objective of mortal life is to gain salvation together with one's family. The personal goal of a Mormon man is to one day become a god. Patriarchs are responsible for the spiritual and material well-being of their family. The head of a household should be gentle and loving, but still an unconditional authority. In the manual, a Mormon man is depicted as a successor of mythical and exemplary men of sacred history. The perfect and sinless body of Jesus Christ serves as an ideal for the male body. Mormon masculinity is also defined by priesthood - the holy power of God - which is given to practically all male Mormons. Through the priesthood, a Mormon man serves as the governor of God on Earth. The Mormon priest has the authority to bind the immanent and the transcendent worlds together with gestures, poses and motions performed with his body. In Mormonism, the body also symbolizes a temple or a space where the sacred meets the profane. Because the priesthood borne by a man is holy, he has to treat his body accordingly. The body is valuable in itself, without it one cannot be saved. Men are forbidden of polluting their bodies by using stimulants or by having sexual relations out of wedlock. A priesthood holder must uphold healthy habits, dress neatly, and conduct himself in a temperate manner. He must also be outgoing and attentive. The manual suggests that a man's goodness or wickedness can be perceived from his external appearance. The Church of Jesus Christ of Latter-day Saints is a hierarchical and man-led organisation. The ideals of gender and corporeality are set by a homogenous priesthood leadership that consists mainly of white heterosexual American men. The larger Mormon community can control individual men by sanctioning. Growing as a Mormon man happens under the guidance of one's reference group.

Directors and officers insurance – Recent critical issues in Australia and New Zealand

Directors and Officers Liability Insurance (“D&O insurance”) has grown and evolved rapidly over the past 80 years to assume an important position in most corporations’ corporate governance and risk management strategies. This article focuses upon certain topical matters of particular concern to directors and officers including the availability of defence costs where a D&O policy is subject to a statutory charge; the commercial desirability of stand-alone “A-side” coverage, being the cover provided directly to directors and officers for loss resulting from claims made against them for wrongful acts; the impact of fraud and/or dishonesty upon D&O cover; and disclosure of the nature and extent of D&O cover to the directors and officers themselves and to third parties – in the latter case such access frequently being necessary to determine the economic viability of pursuing a proposed action against a company and its directors and officers.

Governance of enterprise Information and Technology: A new core competency for boards of directors

With the level of digital disruption that is affecting businesses around the globe, you might expect high levels of Governance of Enterprise Information and Technology (GEIT) capability within boards. Boards and their senior executives know technology is important. More than 90% of boards and senior executives currently identify technology as essential to their current businesses, and to their organization’s future. But as few as 16% have sufficient GEIT capability. Global Centre for Digital Business Transformation’s recent research contains strong indicators of the need for change. Despite board awareness of both the likelihood and impact of digital disruption, things digital are still not viewed as a board-level matter in 45% of companies. And, it’s not just the board. The lack of board attention to technology can be mirrored at senior executive level as well. When asked about their organization’s attitude towards digital disruption, 43% of executives said their business either did not recognise it as a priority or was not responding appropriately. A further 32% were taking a “follower” approach, a potentially risky move as we will explain. Given all the evidence that boards know information and technology (I&T***) is vital, that they understand the inevitably, impact and speed of digital change and disruption, why are so many boards dragging their heels? Ignoring I&T disruption and refusing to build capability at board level is nothing short of negligence. Too many boards risk flying blind without GEIT capability [2]. To help build decision quality and I&T governance capability, this research: • Confirms a pressing need to build individual competency and cumulative, across-board capability in governing I&T • Identifies six factors that have rapidly increased the need, risk and urgency • Finds that boards may risk not meeting their duty of care responsibilities when it comes to I&T oversight • Highlights barriers to building capability details three GEIT competencies that boards and executives can use for evaluation, selection, recruitment and professional development.

Leading Digital Transformation: Building Technology and Information Governance Capability in Boards of Directors and the C-Suite

Information and technology and its use in organisation transformation presents unprecedented opportunities and risks. Increasingly, the Governance of Enterprise Information and Technology (GEIT) competency in the board room and executive is needed. Whether your organization is small or large, public, private or not for profit or whether your industry is not considered high-tech, IT is impacting your sector – no exceptions. But there is a skill shortage in boards: GEIT capability is concerningly low. This capability is urgently needed across the board, including those directors who come from finance, legal, marketing, operations and HR backgrounds. Digital disruption also affects all occupations. Putting in place a vision will help ensure emergency responses will meet technology-related duty of care responsibilities. When GEIT-related forward thinking and planning is carried out at the same time that you put your business strategy and plan in place, your organization has a significantly increased chance of not only surviving, but thriving into the future. Those organizations that don’t build GEIT capability risk joining the growing list of once-leading firms left behind in the digital ‘cloud of smoke’. Those organizations that do will be better placed to reap the benefits and hedge against the risks of a digital world. This chapter provides actionable, research-based considerations and processes for boards to use, to build awareness, knowledge and skills in governing technology-related organization strategy, risk and value creation.

Towards Explaining the Tasks and Roles of the Boards of Directors

While previous research has helped to improve our understanding of corporate governance and boards of directors, less is known about the factors that affect boards’ tasks and roles and directors’ motivation and engagement. This requires knowledge of how board decisions are being made and the internal and external factors that affect the decision-making process. Large inferential leaps have been made from board demographics to firm performance with equivocal results. This thesis concentrates on how the institutional, behavioral and social identification factors impact the enactment of board roles and tasks. Data used in this thesis were collected in 2009 through a mailed survey to Finnish large and middle-sized corporations. The findings suggest that firstly, the national context of an organization is reflected in board roles and shapes how and for what reasons the board roles are carried out; secondly, the directors’ human and external social capital invariably impacts their engagement in board tasks and that conflicts among directors moderate those relationships; finally, directors’ identification with the organization, its shareholders and its customers affect the directors’ involvement in board tasks. By addressing the impact of organisational context, board-internal behaviour and social identification of board members on board roles and tasks, this thesis firstly complements the shareholder supremacy view as the only reason for the board’s involvement with specific tasks; secondly questions the existence of the board as separate from its institutional context; and thirdly questions the view that a board is a ‘black box’, subject to a selection of input demographic variables and producing quantifiable results. The thesis demonstrates that boards are complex organisational bodies, which involve much interaction among board members. Director behaviour and its influence on board decision making is an important determinant of board tasks and boards are likely subjected to inter-group tensions and are susceptible to the influence of internal and external social forces.