The effectiveness of supervisory boards : an exploratory study of challenges in Dutch boardrooms

Triggered by highly publicized corporate scandals, changing societal expectations and the collapse of financial markets, the roles of boards of directors have changed significantly in safeguarding the interest of shareholders and other stakeholders. Yet relatively little is known about contemporary challenges non-executive directors face and whether their boards are well-equipped for their new tasks. Based on self-assessment reports by supervisory boards, a survey and interviews with supervisory board members, this paper investigates the challenges non-executive directors face in the Netherlands, particularly after a decade of corporate governance reform. Non-executive directors’ inadequate role in scrutinizing executive directors’ performance, information asymmetries and dysfunctional working relationships between executive and non-executive directors are among the greatest challenges indicated by non-executive directors on Dutch supervisory boards. The paper discusses several implications for scholars and practitioners and provides a unique insight in boardroom dynamics (word count: 138).

How two-tier boards can be more effective

Purpose: This study explores how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult to address due to the formal separation of management boards’ decision-management from supervisory boards’ decision-control roles. Design/methodology/approach: Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in the Netherlands. Findings: The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board. Practical implications: While policy makers have been largely occupied with the ‘right’ board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom. Originality/value: Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g., the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

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.

Inside the boardroom : exploring board member interactions

This study aims to open-up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes. Design/methodology/approach: We analyse videotaped observations of board meetings at two Australian companies to develop insights into what directors do in meetings and how they participate in decision-making processes. The direct observations are triangulated with semi-structured interviews, mini-surveys and document reviews. Findings: Our analyses lead to two key findings: (i) while board meetings appear similar at a surface-level, boardroom interactions vary significantly at a deeper level (i.e. board members participate differently during different stages of discussions) and (ii) factors at multiple levels of analysis explain differences in interaction patterns, revealing the complex and nested nature of boardroom discussions. Research implications: By documenting significant intra- and inter-board meeting differences our study (i) challenges the widespread notion of board meetings as rather homogeneous and monolithic, (ii) points towards agenda items as a new unit of analysis (iii) highlights the need for more multi-level analyses in a board setting. Practical implications: While policy makers have been largely occupied with the “right” board composition, our findings suggest that decision outcomes or roles’ execution could be potentially affected by interactions at a board level. Differences in board meeting styles might explain prior ambiguous board structure-performance results, enhancing the need for greater normative consideration of how boards do their work. Originality/value: Our study complements existing research on boardroom dynamics and provides a systematic account of director interactions during board meetings.