The complex relation between director independence and board effectiveness

Abstract

Purpose

Throughout the world, reform initiatives have been set up to fix perceived and actual corporate governance shortcomings. One of the proposed remedies has been to improve the independence of the board of directors. The main purpose of this paper is to examine the issue of independence as one element to improve board effectiveness. In doing this, the focus is mainly on the monitoring role, and to a lesser extent on the strategic role of the board of directors.

Design/methodology/approach

A comparison of the definitions of independence provided by the corporate governance codes and recommendations reveals that they approach the concept of independence mainly from a formal point of view, where independence equals being in a position free of any possible conflicts of interest. It is stated that this approach does not capture all the aspects of independence and that independence cannot be an end in itself. Instead of emphasising independence, the paper hypothesises that, to ensure board effectiveness, a board of directors is needed which, among other things, vigilantly monitors the company and pursues an objective decision‐making process.

Findings

Without neglecting the importance of other elements in achieving this two‐fold goal, the paper highlights the need for directors to have the “right attitude”. To achieve this, three conditions have to be jointly fulfilled: each director should have the ability as well as the willingness to be a critical thinker, with an independent mind, however, the environment should also be such as to facilitate directors to display this attitude.

Originality/value

These three factors – ability, willingness and environment – are discussed in depth and integrated into a tentative framework for evaluating the chance that a given director will display this attitude. As such, this paper is of value both for practitioners as academics and will mostly affect their understanding of the concept of independence.

Citation

Van den Berghe, L.A.A. and Baelden, T. (2005), "The complex relation between director independence and board effectiveness", Corporate Governance, Vol. 5 No. 5, pp. 58-83. https://doi.org/10.1108/14720700510630068