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Board of Directors
INVESTORS DEPEND on the board of directors to govern a firm, to set its strategic quality and direction, and to improve their shareholder value. Banks and stock exchanges around the world have started to assess the effectiveness of boards of directors regarding their role and composition, and have a main focus on developing good corporate governance practices. The trust that investors have placed in boards of directors has, in the late 1990s and early 2000s, been damaged by several abuses and business scandals.
Research into boards of directors reveals they are dominated by a tradition in which board composition is related to firm performance, and this has galvanized the efforts of large-scale investor groups to initiate boardroom changes.
Researchers Shaker A. Zahra and John A Pearce (1989) highlighted the main differences between board attributes (composition, characteristics, structure, and process) and board roles (service, strategy and control). On the other hand, scholar Andrew A. Pettigrew (1992) synthesized and reviewed elements of the research on managerial elites. This survey discussed research from three different conceptual traditions (interlocking directorates and the study of institutional and societal power, boards of directors, and top management teams).
The author found that studies of boards of directors remain at an early stage. Before links can be made between independent (most often, board composition) and dependent (most often, various measures of firm performance) variables in research about boards, there is a need to go deeper into the substance. Also, other scholars found that the research provides little consensus as to the specific configuration of effective boards. Findings are inconsistent and links are modest. More insight needs to be gained into the purpose and meaning of company organization and direction with a board of directors at the helm.
Performance and Role
Board task performance and board roles have been categorized in various ways. Categories are based on legislation, theories, stakeholder expectations, and induction. The most common distinction is between the board's control roles and service roles. The strategy roles and resource dependency roles are in many studies or reviews also treated as general categories, but more specific board roles such as networking, lobbying, advising, influencing, ratifying, being a sounding board, etc. are also used in some studies. Some studies also present the board's roles in various business functions such as finance, operations, human resources, markets, and product development.
The composition of board members has traditionally been the measure used when studying boards. The most common board-member variables have been board size, chief executive officer (CEO) duality, and various measures of insider/outsider ratios. There has also been an interest in the number of women directors. In studies, there has also been an interest in outside directors, family members, founders, and venture capitalists. In addition, board members should be studied both from a supply side (board members seeking assignments) and a demand side (companies seeking board members).
What motivates individuals to sit on a board, and what motivates them to focus energy, effort, and time to working on a board? How are board members selected? What are the attributes of board members that are needed beyond affiliation, gender, and independence? What are the roles of industry experience, age, and tenure? What characterizes women directors versus male directors? What is the role of homogeneity versus diversity with a decision-making body? What aspects of homogeneity and diversity exist and are important to decision makers? What are the dynamics when directors' interlock (sit on different boards of intertwined companies)? We still know little about how much time it takes to be a board member or the outcome of attendance to the decision-making process of board members.
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