Research into boards of directors has provided mixed support for the view that outside directors' independence or leadership by an independent chair improves monitoring. In this study, we use a micro-level approach to provide better understanding why have difficulty in monitoring CEO. We highlight important reason lies boardroom dynamics associated with (a) cognitive conflict CEO and (b) chair's board. Our inductive analyses video observations board meetings five Australian corporations...

This study addresses calls for closer examination of board dynamics by offering an inside view director interactions. Video observations three meetings at each two A ustralian corporations matched with interviews and secondary data reveal distinct patterns interactions, their sources variation impact on perceived effectiveness. The that interactions are multidimensional dynamic: while group across agenda items similar, a few directors leading the discussion, contributing change items....

Abstract Manuscript type Empirical Research question/issue This study seeks to better understand how board chairs, as leaders and equals, shape the context for other directors engage in their governance roles. findings/insights Using a combination of video‐taped meetings semi‐structured interviews with at three corporations, we found generalized negative association between chair involvement directors' engagement during meetings. Theoretical/academic implications Our empirical results...

Purpose – This study seeks to explore how non-executive directors address governance problems on Dutch two-tier boards. Within this board model, challenges might be particularly difficult due the formal separation of management boards' decision-management from supervisory decision-control roles. Design/methodology/approach Semi-structured interviews and a questionnaire among provide unique insights into three major in boardrooms boards The Netherlands. Findings indicates that mainly...

Purpose Corporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition to internal mechanisms primarily occurs at board directors. Yet outside incentive mechanisms, we know surprisingly little about how actors (management) are held account by representatives shareholders (the board). purpose this paper explore process point documenting routines used boards hold firm’s account. In doing so, develop...

Purpose – This study aims to open up the black box of boardroom by directly observing directors’ interactions during meetings better understand board processes. Design/methodology/approach We analyze videotaped observations at two Australian companies develop insights into what directors do in and how they participate decision-making The direct are triangulated with semi-structured interviews, mini-surveys document reviews. Findings Our analyses lead key findings: while appear similar a...

Over the last ten years, corporate governance context in most Western countries has changed as a result of irregularities, increased regulation, heightened societal expectations and shareholder activism. This paper examines impact changing on role chairmen supervisory boards Netherlands. Based combination thirty semi-structured interviews with board members leading Dutch corporations secondary data position at top-100 listed firms Netherlands, study reveals that have become increasingly...

During the last decade, globalisation and liberalisation of financial markets, changing societal expectations corporate governance scandals have increased attention for fiduciary duties non‐executive directors. In this context, recent reform initiatives emphasised control task independence However, little has been paid to their impact on external internal service tasks Therefore, paper investigates how directors evolved in Netherlands. Data at top‐100 listed companies Netherlands between...

Abstract Manuscript Type Empirical Research Question/Issue In recent years, research aimed at identifying and relating the antecedents consequences of diffusing organizational practices/ideas has turned its attention to debating international adoption implementation A nglo‐ merican model corporate governance, i.e., a shareholder value orientation ( SVO ). While financial economists characterize an as necessary performance‐enhancing, behavioral scientists have disputed such claims, invoking...

Abstract Locally based non-governmental organizations (NGOs) play an important role in community capacity building (CCB). Because these NGOs are generally located close to the affected communities, they have local knowledge identify problems and assist communities address them. However, methods use build reasons choose certain CCB approaches not well known. To enhance areas, this study conducted semistructured interviews with NGO experts Tamil Nadu, India. It was found that using emotional...

ABSTRACT Research Question/Issue Scholars and practitioners view boardroom dissent as central to the functioning of boards directors. However, there is a lack consensus on what is, who involved, when where it happens, whether behavioral or cognitive phenomenon. This conceptual unclarity related fragmentation empirical results call for an integrative literature review build coherent agenda future research. Findings/Results A content‐analysis 73 articles published between 1997 2023 reveals...

Recent research suggests that company secretaries are increasingly involved in governance responsibilities addition to traditional administrative tasks. Little is known the literature, however, about secretaries’ changing role, and their daily challenges liaising with boards other stakeholders. In addition, few studies have been able gain access learn firsthand how operate. This exploratory study fills this void by gaining opinions of one hundred Netherlands who operate two-tier board...

A central tenet underlying studies on management fashions is that the diffusion of novel forms, models and techniques driven by an institutional norm progress, which societal expectation managers will continuously use ‘new improved’ practices. We add to literature arguing that, if display progressiveness in manner managing organizing expected organizations, firms are visibly progressive would be evaluated more positively organizational audiences following this prescription. Using article...

Purpose This study aims to examine the core challenges facing company secretaries in a two-tier board context. focuses on key factors contributing these and how can effectively address them. Design/methodology/approach An analysis of narratives provided by 291 Dutch response series open-ended questionnaire questions led insights into face their day-to-day work. Findings Company perceive myriad pressures time, need work for multiple organizational bodies processing information. They believe...

Recente corporate governance initiatieven, zoals de ‘Sarbanes-Oxley Act’ en codes, hebben voornamelijk onafhankelijkheid controle-rol van commissarissen benadrukt. De aandacht voor implicaties hiervan service-rol is echter beperkt. Deze staan centraal in dit artikel. analyse longitudinale data top-100 beursgenoteerde ondernemingen Nederland toont dat inderdaad veranderd als gevolg twee codes. nadruk lijkt te zijn verschoven externe naar interne service-rol, wil zeggen waardecreatie door het...

Strategische vernieuwing in ondernemingen staat hoog op de agenda van managers en onderzoekers. De aandacht voor nonprofit-organisaties dit verband is echter beperkt. Zo er weinig bekend over mate, oorzaken implicaties strategische vernieuwing. Dit artikel gaat thema. Met behulp een enquête twee casestudies wordt het eerst vernieuwingsdynamiek Nederlandse kaart gebracht. resultaten laten zien dat door leidt tot hoger prestatieniveau. Druk vanuit management en/ of bestuur druk sociale...

Despite the growing interest in boardroom dynamics, difficulties accessing participants has resulted limited research on actual board behavior. These limitations have constrained our knowledge of how boards operate as groups. This study expands addresses this gap by providing a direct account directors’ participation during meetings. Drawing small-group literature, we explore communication patterns key marker information exchange and decision-making quality. By videotaping six meetings at...