The role of the board of directors : perceptions of managerial elites

We highlight how directors and senior managers perceive the roles of a board to involve overseeing risk and compliance, strategy, governance, developing the CEO and senior management and managing stakeholders. We find that managers and directors perceive board effectiveness as linked to different combinations of these roles and that there appear to be differences in perceptions between different types of firms. We conclude that clarity around the board’s role set is critical to furthering the corporate governance research agenda, and that the relationship between board roles and perceived board effectiveness differs between managers and directors.

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 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?

Minutes of the Board of Directors of the Port Hope, Lindsay and Beaverton Railway Company held in Port Hope

Minutes of the Board of Directors of the Port Hope, Lindsay and Beaverton Railway Company held in Port Hope, Aug 9, 1855.

Letter to S.D. Woodruff regarding a resolution passed on May 17, 1856 by the Board of Directors of the Port Robinson and Thorold Macadamized Road Committee

Letter to S.D. Woodruff regarding a resolution passed on May 17, 1856 by the Board of Directors of the Port Robinson and Thorold Macadamized Road Committee This is signed by Duncan McFarland, president, May 27, 1856.

Letter to S.D. Woodruff regarding resolution #5 of the Board of Directors. Mr. Woodruff is requested to take steps to ensure the early completion of the Port Dalhousie and Thorold macadamized road

Letter to S.D. Woodruff regarding resolution #5 of the Board of Directors. Mr. Woodruff is requested to take steps to ensure the early completion of the Port Dalhousie and Thorold macadamized road. This is signed by James McCoppen, president. The letter is stained and worn torn in spots. This does not affect the text, July 11, 1857.

Extract from the minutes of the board of directors of the Long Point Company

Extract from the minutes of the board of directors of the Long Point Company (3 pages, printed). This includes private instructions for Alfred March, steward at Long Point. This has the names J.I. Mackenzie, secretary-treasurer and Joseph A. Woodruff, president on the bottom of the page, Feb. 25, 1882.

Letter of notification to S.D. Woodruff from George H. Gillespie that a meeting of the Board of Directors has been called

Letter of notification to S.D. Woodruff from George H. Gillespie that a meeting of the Board of Directors has been called, Oct. 20, 1869.

Board of directors and top management team: a study on CEO relative power and financial return

Best corporate governance practices published in the primers of Brazilian Securities and Exchange Commission and the Brazilian Corporate Governance Institute promote board independence as much as possible, as a way to increase the effectiveness of governance mechanism (Sanzovo, 2010). Therefore, this paper aims at understanding if what the managerial literature portraits as being self-evident - stricter governance, better performance - can be observed in actual evidence. The question answered is: do companies with a stricter control and monitoring system perform better than others? The method applied in this paper consists on comparing 116 companies in respect to the their independence level between top management team and board directors– being that measured by four parameters, namely, the percentage of independent outsiders in the board, the separation of CEO and chairman, the adoption of contingent compensation and the percentage of institutional investors in the ownership structure – and their financial return measured in terms return on assets (ROA) from the latest Quarterly Earnings release of 2012. From the 534 companies listed in the Stock Exchange of Sao Paulo – Bovespa – 116 were selected due to their level of corporate governance. The title “Novo Mercado” refers to the superior level of governance level within companies listed in Bovespa, as they have to follow specific criteria to assure shareholders ´protection (BM&F, 2011). Regression analyses were conducted in order to reveal the correlation level between two selected variables. The results from the regression analysis were the following: the correlation between each parameter and ROA was 10.26%; the second regression analysis conducted measured the correlation between the independence level of top management team vis-à-vis board directors – namely, CEO relative power - and ROA, leading to a multiple R of 5.45%. Understanding that the scale is a simplification of the reality, the second part of the analysis transforms all the four parameters into dummy variables, excluding what could be called as an arbitrary scale. The ultimate result from this paper led to a multiple R of 28.44%, which implies that the combination of the variables are still not enough to translate the complex reality of organizations. Nonetheless, an important finding can be taken from this paper: two variables (percentage of outside directors and percentage of institutional investor ownership) are significant in the regression, with p-value lower than 10% and with negative coefficients. In other words, counter affirming what the literature very often portraits as being self-evident – stricter governance leads to higher performance – this paper has provided evidences to believe that the increase in the formal governance structure trough outside directors in the board and ownership by institutional investor might actually lead to worse performance. The section limitations and suggestions for future researches presents some reasons explaining why, although supported by strong theoretical background, this paper faced some challenging methodological assumptions, precluding categorical statements about the level of governance – measured by four selected parameters – and the financial return in terms of financial on assets.

Report of the board of directors of the Catalinas Warehouses and Pier Joint Stock Company.

Mode of access: Internet.

Annual report of the Board of Directors of the Panama Rail Road Company to the stockholders.

Mode of access: Internet.

Modern missions in the Far East; a report prepared by William Adams Brown ... for the Board of directors of the Union theological seminary, January, 1917.

Mode of access: Internet.

Letter of the Postmaster General to Hon. George W. Hopkins, in answer to a publication made by the Joint Board of Directors of the Delaware and Raritan Canal and Camden and Amboy Railroad and Transportation Companies.

Signed: C. Johnson, Postmaster General.