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Boards, Governance and Value Creation: The Human Side of Corporate Governance,9780521844604

Boards, Governance and Value Creation: The Human Side of Corporate Governance

by
Format: Hardcover
Pub. Date: 5/7/2007
Publisher(s): Ingram Pub Services
Availability: This title is currently not available.

Summary

What is the role of boards in corporate governance� How should they be structured in order to maximize value creation� This book looks at the role of boards in a variety of different countries and contexts, from small and medium-sized enterprises to large corporations. It explores the working style of boards and how they can best achieve their task expectations. Board effectiveness and value creation are shown to be the results of interactions between owners, managers, board members and other actors. Board behaviour is thus seen to be a result of strategizing, norms, board leadership, and the decision-making culture within the boardroom. Combining value creation, behavioural and ethical approaches to the study of boards, this work offers a systematic framework which will be of value to graduate students and researchers in the field of corporate social responsibility and business ethics.

Author Biography

Morten Huse is Professor of Innovation and Economic Organization at the Norwegian School of Management and Visiting Long-Term Research Professor in the Department of Strategy at Bocconi University, Milan

Table of Contents

List of tablesp. xi
Prefacep. xiii
Investigating boards of directorsp. 1
A framework: the value-creating boardp. 2
Opening the black boxp. 3
Main conceptsp. 5
Value creation and board effectivenessp. 7
Actors, behaviour and the human sidep. 8
Contexts and resourcesp. 9
Evolutionp. 10
Summaryp. 11
Internal and external actorsp. 12
Who and what really count?p. 13
What is corporate governance?p. 14
Internal and external actorsp. 15
Corporate governance definitionsp. 18
A comparison of the definitionsp. 23
Corporate governance: a struggle between ideologiesp. 24
Waves of corporate governance activismp. 24
CSR, family business and psychological ownershipp. 25
New paradigms of governancep. 26
Understanding and reforming boards and governancep. 27
Rethinking management and governancep. 28
Summaryp. 30
Board task expectations and theoriesp. 33
Accountabilityp. 35
Accountability and effectivenessp. 35
Accountability, ideology and stakeholder interactionsp. 36
Issues and perspectives on corporate governance and board tasksp. 36
Focus on external issues, internal issues and decisionsp. 37
A typology of board tasksp. 38
Theories about board task expectationsp. 40
Property rights, law and managerial hegemonyp. 41
Agency theoryp. 45
Stakeholders and stewardsp. 52
Institutional theoriesp. 57
Strategies and resourcesp. 61
Summaryp. 64
The board membersp. 69
The market for board members: election or selection?p. 70
Who appoints board members?p. 70
Who is appointed?p. 71
Mechanisms and reforms in appointing board membersp. 72
The demands sidep. 73
Characteristicsp. 73
Compensation - motivationp. 77
Compositionp. 82
The supply sidep. 88
Reasons for becoming a board memberp. 88
How to become a board memberp. 89
What to look for before acceptingp. 89
The case of women directorsp. 91
Backgroundp. 91
Women on corporate boardsp. 92
Summaryp. 95
Contexts and resourcesp. 97
Resourcesp. 99
Resources and resultsp. 100
Design parametersp. 100
CEO tenure and other characteristicsp. 101
CEO ownershipp. 102
Top management team competencep. 102
National, geographic and cultural differencesp. 102
Comparison between countriesp. 103
The stakeholder picturep. 104
Tiers and delegationp. 105
Industry and a competitive environmentp. 107
Different industriesp. 107
Competitive environmentp. 108
Firm sizep. 109
Small and medium-sized firmsp. 109
Firm life cyclep. 110
Crisisp. 111
Life cycle phasesp. 112
Thresholds and IPOsp. 114
Ownershipp. 114
Ownership structurep. 115
Institutional ownersp. 116
Venture capitalistsp. 116
Family firmsp. 118
Subsidiaries and corporate ownershipp. 120
Other ownership typesp. 120
The case of small firms: tasks and identities of 'outside' directorsp. 121
Family firmsp. 122
Venture-capital-backed SMEsp. 122
Subsidiaries, joint ventures, partnerships, etc.p. 123
'Outside' directors in SMEsp. 123
Summaryp. 129
Interactions: trust, power and strategisingp. 130
Towards a behavioural theory of boards and governancep. 132
The behavioural theory of the firm perspectivep. 132
Elements in a behavioural theory of boards and governancep. 135
Building blocks in the subsequent presentationp. 139
Interactions inside and outside the boardroomp. 140
Actors and arenasp. 141
Trustp. 146
Emotionsp. 152
Power and strategisingp. 154
Influence and powerp. 155
Power and the boardroomp. 157
The U'n'I case: power and strategisingp. 163
Power basesp. 164
Strategising techniquesp. 169
Summaryp. 172
Structures and leadershipp. 175
Rules, norms, structures and leadershipp. 176
Formal and informal structures and normsp. 176
Institutional action theoryp. 177
Procedural justicep. 178
Structures or leadershipp. 179
'Rules of the game'p. 179
The evolution of codesp. 181
Main types of codesp. 182
Some influential codes or lawsp. 184
Board structuresp. 186
CEO duality and independent chairsp. 187
Committeesp. 188
CEO work descriptionp. 190
Board instructionsp. 190
Board maintenance mechanismsp. 194
Board leadershipp. 197
Board leadership structure and CEO dualityp. 198
Leadership roles and stylep. 199
Leadership during meetingsp. 202
Leadership between meetingsp. 203
The case of board evaluationsp. 204
Summaryp. 206
The decision-making culturep. 208
The board as a teamp. 210
Cognitionp. 210
Charactersp. 211
Culture conceptsp. 213
The board decision-making culturep. 215
Criticality and independencep. 215
Creativityp. 216
Cohesivenessp. 217
Openness and generosity (use of knowledge and skills)p. 218
Preparation and involvement (effort norms)p. 220
Cognitive conflictsp. 222
Paradoxes and dynamicsp. 224
Paradoxesp. 224
Vicious or virtuous dynamicsp. 226
The case of process-oriented boardroom dynamicsp. 228
Observing the boardroom culturep. 229
How to create a process-oriented decision-making culturep. 230
Decision- versus process-oriented culturep. 233
Summaryp. 235
Actual task performancep. 237
Strategy involvementp. 239
Strategic management and strategic controlp. 240
Embedding the board's strategic decision-makingp. 242
Diversity and cognitive perspectives on boards and strategyp. 244
Control involvementp. 247
Stakeholder analysis and strategic processp. 247
Control, entrenchment and tools for evaluationsp. 248
Perceptions about board control involvementp. 249
Output and quantitative types of controlp. 250
Behavioural and qualitative kinds of controlp. 252
Service involvementp. 255
Resource dependence tasksp. 255
Advice and counselp. 257
Mentoring and collaboration in strategic managementp. 259
The case of board task involvementp. 260
Variables and measuresp. 261
Analysesp. 263
The contextp. 263
The board membersp. 265
Board structures and leadershipp. 266
Board decision-making culturep. 267
Predictors of board task performancep. 267
Summaryp. 268
The value-creating boardp. 272
External and internal value creationp. 274
Boards and corporate financial performancep. 274
Boards and corporate social performancep. 276
Boards and internal economic value creationp. 278
Value creation throughout the corporate value chainp. 283
Board member competence and the value chainp. 287
The board working style and value creationp. 291
Summaryp. 292
The human side of corporate governancep. 294
Main points in the various chaptersp. 294
Framework and definitionsp. 294
Board task expectations and theoriesp. 295
'More than the usual suspects'p. 296
Interactions: the chapter in the centrep. 297
Board working stylep. 297
Board task performance and value creationp. 298
Contributionsp. 299
Conclusionsp. 300
Novel concepts and typologiesp. 301
Redirecting attentionp. 302
A research agendap. 303
Reflectionsp. 304
Arenas for board ethicsp. 305
ABC and the 'value-creating" boardp. 309
The human side of corporate governancep. 313
Notesp. 316
Referencesp. 344
Indexp. 366
Table of Contents provided by Ingram. All Rights Reserved.

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