| |
| |
| 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 | |