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

ISBN-10: 0521844606

ISBN-13: 9780521844604

Edition: 2007

Authors: Morten Huse

List price: $164.99
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Description:

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.
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Book details

List price: $164.99
Copyright year: 2007
Publisher: Cambridge University Press
Publication date: 4/19/2007
Binding: Hardcover
Pages: 392
Size: 6.25" wide x 9.25" long x 1.00" tall
Weight: 1.628
Language: English

List of tables
Preface
Investigating boards of directors
A framework: the value-creating board
Opening the black box
Main concepts
Value creation and board effectiveness
Actors, behaviour and the human side
Contexts and resources
Evolution
Summary
Internal and external actors
Who and what really count?
What is corporate governance?
Internal and external actors
Corporate governance definitions
A comparison of the definitions
Corporate governance: a struggle between ideologies
Waves of corporate governance activism
CSR, family business and psychological ownership
New paradigms of governance
Understanding and reforming boards and governance
Rethinking management and governance
Summary
Board task expectations and theories
Accountability
Accountability and effectiveness
Accountability, ideology and stakeholder interactions
Issues and perspectives on corporate governance and board tasks
Focus on external issues, internal issues and decisions
A typology of board tasks
Theories about board task expectations
Property rights, law and managerial hegemony
Agency theory
Stakeholders and stewards
Institutional theories
Strategies and resources
Summary
The board members
The market for board members: election or selection?
Who appoints board members?
Who is appointed?
Mechanisms and reforms in appointing board members
The demands side
Characteristics
Compensation - motivation
Composition
The supply side
Reasons for becoming a board member
How to become a board member
What to look for before accepting
The case of women directors
Background
Women on corporate boards
Summary
Contexts and resources
Resources
Resources and results
Design parameters
CEO tenure and other characteristics
CEO ownership
Top management team competence
National, geographic and cultural differences
Comparison between countries
The stakeholder picture
Tiers and delegation
Industry and a competitive environment
Different industries
Competitive environment
Firm size
Small and medium-sized firms
Firm life cycle
Crisis
Life cycle phases
Thresholds and IPOs
Ownership
Ownership structure
Institutional owners
Venture capitalists
Family firms
Subsidiaries and corporate ownership
Other ownership types
The case of small firms: tasks and identities of 'outside' directors
Family firms
Venture-capital-backed SMEs
Subsidiaries, joint ventures, partnerships, etc.
'Outside' directors in SMEs
Summary
Interactions: trust, power and strategising
Towards a behavioural theory of boards and governance
The behavioural theory of the firm perspective
Elements in a behavioural theory of boards and governance
Building blocks in the subsequent presentation
Interactions inside and outside the boardroom
Actors and arenas
Trust
Emotions
Power and strategising
Influence and power
Power and the boardroom
The U'n'I case: power and strategising
Power bases
Strategising techniques
Summary
Structures and leadership
Rules, norms, structures and leadership
Formal and informal structures and norms
Institutional action theory
Procedural justice
Structures or leadership
'Rules of the game'
The evolution of codes
Main types of codes
Some influential codes or laws
Board structures
CEO duality and independent chairs
Committees
CEO work description
Board instructions
Board maintenance mechanisms
Board leadership
Board leadership structure and CEO duality
Leadership roles and style
Leadership during meetings
Leadership between meetings
The case of board evaluations
Summary
The decision-making culture
The board as a team
Cognition
Characters
Culture concepts
The board decision-making culture
Criticality and independence
Creativity
Cohesiveness
Openness and generosity (use of knowledge and skills)
Preparation and involvement (effort norms)
Cognitive conflicts
Paradoxes and dynamics
Paradoxes
Vicious or virtuous dynamics
The case of process-oriented boardroom dynamics
Observing the boardroom culture
How to create a process-oriented decision-making culture
Decision- versus process-oriented culture
Summary
Actual task performance
Strategy involvement
Strategic management and strategic control
Embedding the board's strategic decision-making
Diversity and cognitive perspectives on boards and strategy
Control involvement
Stakeholder analysis and strategic process
Control, entrenchment and tools for evaluations
Perceptions about board control involvement
Output and quantitative types of control
Behavioural and qualitative kinds of control
Service involvement
Resource dependence tasks
Advice and counsel
Mentoring and collaboration in strategic management
The case of board task involvement
Variables and measures
Analyses
The context
The board members
Board structures and leadership
Board decision-making culture
Predictors of board task performance
Summary
The value-creating board
External and internal value creation
Boards and corporate financial performance
Boards and corporate social performance
Boards and internal economic value creation
Value creation throughout the corporate value chain
Board member competence and the value chain
The board working style and value creation
Summary
The human side of corporate governance
Main points in the various chapters
Framework and definitions
Board task expectations and theories
'More than the usual suspects'
Interactions: the chapter in the centre
Board working style
Board task performance and value creation
Contributions
Conclusions
Novel concepts and typologies
Redirecting attention
A research agenda
Reflections
Arenas for board ethics
ABC and the 'value-creating" board
The human side of corporate governance
Notes
References
Index