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Boards at Work: How Directors View their Roles and Responsibilities

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  • Stiles, Philip

    (The Judge Institute of Management Studies)

  • Taylor, Bernard

    (Henley Management College)

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    Abstract

    Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors. Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power. Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors. The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.

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    Bibliographic Info

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    This book is provided by Oxford University Press in its series OUP Catalogue with number 9780198288763 and published in 2001.

    ISBN: 9780198288763
    Order: http://ukcatalogue.oup.com/product/9780198288763.do
    Handle: RePEc:oxp:obooks:9780198288763

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    Web page: http://www.oup.com/

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    Cited by:
    1. Alnoor Bhimani, 2008. "Making corporate governance count: the fusion of ethics and economic rationality," Journal of Management and Governance, Springer, vol. 12(2), pages 135-147, May.
    2. BORDEAN Ovidiu-Niculae & CRIȘAN Emil Lucian & POP Zenovia Cristiana, 2012. "A Multi-Theory Approach Of The Strategic Role Of Boards," Studies in Business and Economics, Lucian Blaga University of Sibiu, Faculty of Economic Sciences, vol. 7(2), pages 43-51, August.
    3. Silvia Dominguez Martinez & Otto H. Swank & Bauke Visser, 2006. "Disciplining and Screening Top Executives," Tinbergen Institute Discussion Papers 06-054/1, Tinbergen Institute.
    4. Melkumov, Dmitri, 2009. "Institutional background as a determinant of boards of directors' internal and external roles: The case of Russia," Journal of World Business, Elsevier, vol. 44(1), pages 94-103, January.
    5. Schwartz-Ziv, Miriam & Weisbach, Michael S., 2011. "What Do Boards Really Do? Evidence from Minutes of Board Meetings," Working Paper Series 2011-19, Ohio State University, Charles A. Dice Center for Research in Financial Economics.
    6. Christopher Cowton, 2011. "Putting Creditors in Their Rightful Place: Corporate Governance and Business Ethics in the Light of Limited Liability," Journal of Business Ethics, Springer, vol. 102(1), pages 21-32, March.
    7. repec:dgr:uvatin:2006054 is not listed on IDEAS
    8. Morten Huse & Sabina Nielsen & Inger Hagen, 2009. "Women and Employee-Elected Board Members, and Their Contributions to Board Control Tasks," Journal of Business Ethics, Springer, vol. 89(4), pages 581-597, November.
    9. Jenifer Piesse & Roger Strange & Fahad Toonsi, 2012. "Is there a distinctive MENA model of corporate governance?," Journal of Management and Governance, Springer, vol. 16(4), pages 645-681, November.
    10. David Weitzner & Theo Peridis, 2011. "Corporate Governance as Part of the Strategic Process: Rethinking the Role of the Board," Journal of Business Ethics, Springer, vol. 102(1), pages 33-42, March.
    11. Coral Ingley & Jens Mueller & Graeme Cocks, 2011. "The financial crisis, investor activists and corporate strategy: will this mean shareholders in the boardroom?," Journal of Management and Governance, Springer, vol. 15(4), pages 557-587, November.
    12. Mariateresa Torchia & Andrea Calabrò & Morten Huse, 2011. "Women Directors on Corporate Boards: From Tokenism to Critical Mass," Journal of Business Ethics, Springer, vol. 102(2), pages 299-317, August.

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