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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 to address due to the formal separation of management boards' decision-management from supervisory boards' decision-control roles.

Semi-structured interviews and a questionnaire among non-executive directors provide unique insights into three major challenges in the boardrooms of two-tier boards in The Netherlands.

The study indicates that non-executive directors mainly experience challenges in three areas: the ability to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors. The qualitative in-depth analysis reveals the complexity of the contributing factors to problems in the boardroom and the range of process and social interventions non-executive directors use to address boardroom issues with management and the organization of the board.

While policy makers have been largely occupied with the “right” board composition, the results highlight the importance of adequately addressing operational challenges in the boardroom. The results emphasize the importance of a better understanding of board processes and the need of non-executive directors to carefully manage relationships in and around the boardroom.

Whereas most studies have focussed on regulatory initiatives to improve the functioning of boards (e.g. the independence of the board), this study explores how non-executive directors attempt to enhance the effectiveness of boards on which they serve.

The purpose of this paper is to examine the impact of high‐level‐executives joining the Board of another US company on the shareholder wealth of the firms in which these executives work.

The “event‐study” methodology is used first to estimate the shareholder effects and then, through multivariate regression analysis, establish a relationship of these effects with executive characteristics.

The paper documents that the abnormal return becomes more positive the closer the executive is to retirement and more negative as the number of other corporate Boards the executive already sits on increases. Unlike previous research, it is not found that prior performance of the employing company helps explain the cross‐sectional variation in the announcement day abnormal returns.

The result supports the concerns of shareholder activists that key executives joining the Boards of other companies do their home shareholders a disservice by being spread too thin. It supports the hypothesis that investors interpret a CEO joining the Board of another firm as value decreasing.

The paper provides a link between managerial labor and shareholder wealth. Important and high‐level‐executives, while attempting to enhance their own personal benefits by joining other Boards, can destroy shareholder value of the company for which they work.

The purpose of this paper is to understand the influence of information and knowledge exchange and sharing between managers and non-executive directors is important in assessing the dynamic processes of accountability in boardrooms. By analysing information/knowledge at multiple levels, invoking the literature on implicit/tacit and explicit information/knowledge, the authors show that information asymmetry is a necessary condition for effective boards. The authors introduce a conceptual model of manager-non-executive director information asymmetry as an outcome of the interpretation of information/knowledge-sharing processes amongst board members. The model provides a more nuanced agenda of the management-board information asymmetry problem to enable a better understanding of the role of different types of information in practice.

The analysis of information/knowledge exchange, sharing and creation and the resultant conceptual model are based on the following elements: manager-non-executive director information/knowledge, management-board information/knowledge and board dynamics and reciprocal processes converting implicit/tacit into explicit information/knowledge.

The paper provides new insights into the dynamics of information/knowledge exchange, sharing and creation between managers and non-executive directors (individual level)/between management and boards (group level). The authors characterise this as a two-way process, back-and-forth between managers/executive directors and non-executive directors. The importance of relative/experienced “ignorance” of non-executive directors is revealed, which the authors term the “information asymmetry paradox”.

The authors set out key opportunities for developing a research agenda from the model based on prior research of knowledge conversion processes and how these may be applied in a boardroom setting.

The model may assist directors in better understanding their roles and the division of labour between managers and non-executive directors from an information/knowledge perspective.

The authors apply Ikujiro Nonaka’s knowledge conversion framework to consider the transitioning from individual implicit personal to explicit shared information/knowledge, to understand the subtle processes at play in boardrooms influencing information/knowledge exchange, sharing and creation between managers and non-executive directors.

The aim of this paper is to explore the opportunities and barriers facing senior executives in supporting boards of directors in assuming an enhanced strategic function.

Semi‐structured interviews with ten senior executives in four major publically listed Australian companies were conducted.

Senior executives can do more to enable the strategic functioning of their boards. However, barriers, both perceived and real, often prevent or deter them from doing so. The conclusion is that boards and senior directors need to forge a more productive relationship to better serve the company's interests.

The paper serves as exploratory research in an under‐researched topic and may provide a platform for further, in‐depth research. Limitations of the study include the small sample size and the fact that the study was restricted to Australia and therefore this study's conclusions may not be transferable to other countries.

Practitioners, especially senior managers and training and development specialists, may better identify ways in which directors can be assisted to contribute more to strategic processes.

The paper builds on existing literature by capturing the views of senior executives and presenting an Australian perspective. The paper explains challenges and opportunities for senior executives in developing closer working relationships with the company's directors

Identifying, attracting, and maintaining the engagement of the right composition of people for a non‐profit Board is a major challenge. Executives should ensure that their Boards accurately represent the stakeholders that matter, both from industry and the community. The purpose of this paper is to describe ways and offer propositions for effective non‐profit executives to identify, recruit, and motivate the continuing engagement of the members needed on their Boards in order to acquire resources critical to their sustained success.

The Convention and Visitors Bureaus (CVBs) are used as an example, since at least 93 percent of CVBs have a governance structure that includes a Board of Directors. Successfully attracting the right mix of stakeholders is a result of an extensive recruitment effort by the CVB executive. Prior research reports that successful executives take great care in making selection decisions that reflect the interests of the community in the Board's composition. Based on the literature on Boards and governance, the authors develop propositions regarding the composition of CVB Boards.

While the research is exploratory, it is found that CVBs with more diverse Boards are more successful than those with less diverse Boards. It is argued that effective CVBs use a thoughtful process for heterogeneous Board selection. It is also suggested that Board performance should be evaluated on an annual basis to recognize the need for active involvement in the Board selection process.

The successful selection of Board members is important because of the implications for Board effectiveness. While there is a large body of literature offering advice on Board selection, there is little on recruitment. Moreover, there is little discussion of Board composition strategy based on balancing access to critical resources of stakeholders.

For accountability purposes, performance information sharing and clear divisions of responsibilities between medical specialists and executive boards are critical. The purpose of this paper is to explore whether these aspects of clinical governance have been taken up by executive boards and medical specialists in the Netherlands.

This cross-sectional study aimed to explore the information-sharing between medical specialists and executive boards in Dutch hospitals as one key aspect of clinical governance. Between November 2010 and February 2011, 67 medical staff board chairs and 40 chief executive officers completed an online questionnaire concerning information-sharing and the clinical governance practices within their respective hospitals.

Almost all respondents acknowledged the importance of information-sharing. However, the actual sharing differed per type of performance information. Policy/management information was shared more often than patient care information. Similarly, medical specialists differ in the degree of responsibility the take for specific clinical governance tasks. Almost all were involved in managing complication registries (99 per cent), while few managed hospital accreditation (55 per cent).

With executive boards and medical specialists being increasingly dependent of a shared budget, they have an extra incentive to share information and to take up clinical governance tasks. The study showed that Dutch medical specialists are sharing many types of performance information with the executive board, but that this should be increased to comply with the codes. Thus far, few hospital managers in the study have formalised this in an information protocol, which is potentially the next step for other hospital staff to incorporate as well. Those who have an information protocol seem to be aware of the business case for quality.

This study is the first attempt to explore to what extent Dutch medical specialists share performance information with their respective executive boards and take up clinical governance tasks.

The purpose of this study is to show that social relations in a corporate governance platform between members of supervisory boards and between members of supervisory and executive board tiers can serve as an alternative viewpoint for understanding mechanisms of social selection in corporate governance networks. The study shows that through the lenses of social network analysis, it is possible to identify and understand how the process of corporate governance member selection unfolds within companies and how that selection process may have been potentially influenced by the cross-board relations, such as interlocking directorships.

To estimate network parameters and attribute effects of network tie emergence, this study has used exponential random graph models (ERGMs) on corporate governance data of Danish publicly listed companies. Econometric models are applied to estimate parameter statistics which serve further to explain tendencies of tie emergence.

The results of this study reveal that the process of selection of both supervisory boards and executive directors is interdependent. Also, the study showed that board members are more likely to select popular supervisory board members and top managers who have their expertise gained through multiple companies affiliated with multiple industries. However, these conditions for CEO selection apply only to the extent to which they have their experience gained from multiple companies but not multiple industries.

On one hand, this study demonstrates that being a dynamic practitioner who is exposed to diverse corporate environments by being affiliated with different companies belonging to different industries generally increases practitioners visibility in the corporate governance network, and therefore their attractiveness to boards of directors. On the other hand, the results show that the research on board assemblage, nowadays, should be rather observed through the methodology of social network analysis as the method gives an opportunity to understand structures through relations, from which the executive tier should not be exempted as well.

In the light of failings of the board highlighted by the mid Staffordshire NHS Foundation Trust public inquiry, this paper seeks to offer insights about how boards in general might develop in order to discharge their responsibilities for quality and safety in health care more consistently in the future. The paper also proposes to examine wider questions about the role, purpose, and impact of boards on organisations.

The paper draws on literature from across the social sciences to assess the evidence for effective board working using a contingency and realist approach.

The examination leads to the identification of three key issues surrounding the construction and the development of boards. First, there is no evidence or consensus about an “ideal” board form. The rationale and evidence‐base, for example for the 1991 model for NHS boards in the English NHS, has never been set out in an adequate manner. Second, the evidence about effective board working suggests that there are some key principles but also that local circumstances are really important in steering the focus and behaviours of effective boards. Third, there is an emerging proposition that boards, including in healthcare, need to embody a culture of high trust across the executive and non executive divide, together with robust challenge, and a tight grip on the business of delivering high quality patient care in a financially sustainable way (high trust – high challenge – high engagement).

The paper argues that it is advisable to move away from a tendency to faith‐based and exhortative approaches to guidance, training and development of boards and that it is time for a root‐and‐branch inquiry into the composition, structure, processes and dynamics of healthcare boards in the interests of assuring patient safety.

This paper critically reviews the role and function of the corporate board and finds that boards of directors that have a leadership role in corporate strategic planning go beyond merely caring for shareholder interests and take a proactive role in the success of the business. They do this by setting the strategic direction and evaluating company performance.Findings

Recent research has begun to push back the ignorance surrounding the development of leadership boards. This is examined in order to define the barriers standing in the way of more empowered directors. It is then used to identify the actions and approaches that can be used by directors to develop their involvement in and influence over, corporate strategic planning.Originality/valueThe paper contains a critical discussion of boards that places the issue in their contemporary policy context. This leads to the conclusion that the organisation of partnership between board and management is important and that business success increasingly rests on openness and trust supported by creative and challenging dialogue. Practical suggestions for the revision of company law are provided.

The purpose of this paper is to identify the board attributes that significantly increase firm risk. The study aims to find whether board size, percentage of non-executive directors, women on the board, a powerful chief executive officer, equity ownership amongst executive board directors and institutional investor ownership are associated with firm risk. This is the first study that examines which board attributes increase firm risk using a UK-based sample.

This empirical study collected secondary data from Bloomberg and Morningstar databases. The data sample is an unbalanced panel of 260 companies’ secondary data on FTSE 350 index in the UK, from 2005 to 2010. The data were statistically analysed using STATA.

The study establishes the board attributes that were significantly related to firm risk. The results show that a board which can increase firm risk is one that is small in size, has high equity ownership amongst executive board directors and has high institutional investor ownership.

The governance culture and regulatory system in the UK is different from other countries. As the data are a UK-based sample, the results can lack generalisability.

The results are useful for investors who invest in large firms, to have the knowledge about the board attributes that can increase firm risk. Regulators can also use the results to strengthen regulatory guidelines.

This study fills the gap in knowledge in UK governance literature on the board attributes that can increase firm risk.