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A revised Combined Code on corporate governance was introduced in the UK in 2003 which set out a number of new provisions relating to the composition of the company's Board of Directors and its main Committees. The Code gives greater prominence to the role of non‐executive directors in a company's corporate governance structures and decision‐making processes. This paper examines the main provisions of the Code relating to non‐executive directors and the emphasis it places on the importance of non‐executives being “independent”.

The paper discusses the main issues concerning the effectiveness of non‐executive directors, drawing in part of the evidence provided by a sample of large UK companies.

Most companies “comply” with the Code's requirements relating to non‐executive directors and endorse the positive contribution they make to Board and Committee work.

Considers the pros and cons of the role of non‐executives and the issue of what constitutes “ independency”.

This is one of the first papers to examine the provisions of the new Code relating to non‐executive directors.

Industrial robots are of great significance to the long-term development of family firms. Drawing on the lens of the principal–principal conflict, this paper aims to investigate the influence of family non-executive directors on robot adoption in Chinese family firms.

This paper selects the family firms in China from 2011 to 2019 as the sample. Furthermore, the authors manually collected the family non-executive directors and constructed the robot adoption variable utilizing data sourced from the International Federation of Robotics. In brief, this paper constructs a comprehensive framework of the mechanisms and additional tests pertaining to the influence of family non-executive directors on robot adoption.

This paper finds that family non-executive directors can promote robot adoption in family firms. The underlying mechanism analysis shows that family non-executive directors promote robot adoption by exerting financial and human effects. This paper further finds that the characteristics of family non-executive directors, such as kinship, differential shareholding and excessive directors, affect the role of family non-executive directors. Finally, robot adoption can improve future performance, and the promotional effect is more evident when family members are non-executive directors.

This paper contributes to the related literature from the following two aspects. Firstly, this paper decomposes the types of family directors to understand the role of family non-executive directors, which challenges the assumption that family board members are homogeneous in family firms. Second, this paper expands the research on the factors that influence robot adoption in emerging economies from the micro-enterprise level. In addition, the findings in this paper have managerial implications for family firms to optimize their strategic decisions with the help of the mode of board right allocation.

In the 1990s various committees (Cadbury, Greenbury, Hempel) reported on governance issues, including the role played by non‐executive directors in promoting “best practice”. Following public concern at cases of “excessive” pay awards to executive directors and financial irregularities the government has recently appointed the Higgs Committee to review again the contribution of non‐executive directors. This paper presents an empirical study of the involvement of non‐executives in large UK companies, assesses the extent to which these companies now “conform” to the recommendations of “best practice” proposed by the earlier committees and looks at the general and specific controversies surrounding the employment of non‐executives as part of companies corporate governance structures.

This paper expands theory on strategists by investigating how non-executive strategy professionals in multi-business firms strategize. In focus is the strategizing of two groups of non-executive strategy professionals: a corporate strategy team and eleven business strategists employed in each of the incorporated units.

A case study design was employed to explore privileged accessed data to gain first-hand in-depth qualities of strategists' work. The design was characterized by phenomenon driven immersed participatory insider research with retrospective reflection and theorizing. Data includes strategies, interview data, calendars, meeting minutes, workshop material and observational field notes.

Non-executive strategy professionals in multi-business firms are either employed at the corporate center or in the peripheral businesses. Based on this location and their individual experiences they assume an exclusive content or an inclusive process strategizing orientation. In practice, the groups strategize tightly together.

Case studies are useful in explorative research providing thick descriptions. While empirically rich, the results of this study are limited by the context of one single case. Future research is encouraged to confirm, contradict and refine the results presented.

The insights from this study can help organizations regarding how to employ strategy professionals in multi-business firms.

This paper contributes to a recognized need to explore strategists' work. In contrary to the majority of existing research, focusing on senior management and/or strategy formulation, this paper highlighted non-executive strategy professionals' strategizing.

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.

Aims to consider whether non‐executive directors add value.

A discussion based on current and recent trends in thinking about the role of non‐executive directors.

Considering the effect of the non‐executive director is not quite the same as addressing “the effective non‐executive director”. Do non‐executive directors have any effect and, if so, what are the effects and to what extent? Of course, positive answers to these questions would suggest tests to apply in determining whether someone has what it takes to make an effective contribution as a non‐executive director. This would also assist in determining the scope of the evaluation of the performance of each non‐executive director – which is now very much part of the 2003 Combined Code on Corporate Governance.

This paper offers useful insights into the roles of non‐executive directors.

The purpose of this paper is to investigate the extent to which a sample of large UK companies comply with the main provisions of the revised 2003 Combined Code on corporate governance. The new Code incorporates a number of key principles of compliance with regard to the roles of a company's chairperson and chief executive, the composition of its Board of Directors and the composition of the Board's three main committees – the Nominations, Remuneration and Audit Committees. Companies are expected to fully comply with the provisions of the Code or proffer an “acceptable” explanation as to why they have not done so under the Code's “comply or explain” philosophy. The Code gives greater prominence to the role of non‐executive directors in a company's corporate governance structures and decision‐making processes and emphasizes the importance of non‐executive directors being “independent”.

The paper looks at the extent of compliance in respect of the governance provisions referred to above presenting a survey of 50 large UK companies reporting in 2005 drawn (at random) from the FTSE‐250 listing.

A total of 17 companies fully complied throughout their reporting year. Twenty‐two companies took action to comply or proffered “acceptable” explanations as to why not during their reporting year. Eleven companies, however, remained in breach of the Code on one or more counts.

The paper discusses some of the issues which have arisen concerning the effectiveness of non‐executive directors and addresses the controversial matter of what constitutes “independency”.

This is one of the first papers to present an empirical study of the initial impact of the new Code.

This paper aims to investigate the intersection between corporate governance and management accounting information within the board meeting of an English further education college.

The empirical fieldwork uses an interventionist approach. Board members’ mental models of a management accounting boundary object are analysed.

The paper supports Parker (2007) and Cornforth and Edward’s (1999) observation that within a board meeting, collaborative “micro-management” type talk is considered to lie outside the acceptable remit of non-executive and executive board member interaction. Such an attitude can prevent an intertwining of management accounting information and other mental models of an organisation occurring. This can preclude management accounting information from rendering an organisation visible, in an expansive manner, within a boardroom.

Interventionist researchers working within the black box of the board are encouraged to design more radical and collaborative interventions than the interview/report format used here.

Non-executive directors might benefit from being offered the opportunity to interact with management accounting information outside the formal board meeting and committee structure.

A deeper understanding of how directors’ mental models, boardroom behaviours and attitudes influence their interaction with management accounting information is offered. Insight into the limitations of using management accounting information in the boardroom is developed.

Despite indications of scholarly interest, there are still gaps in the research of the concept of felt accountability, especially the felt accountability of board members. This paper aims to clarify the sources of accountability experienced by board members. Especially those in a non-executive capacity. How these sources can be accessed to enhance felt accountability and thereby governance effectiveness is explored.

Qualitative, exploratory research methods were used. In total, 15 semi-structured, in-depth interviews were completed with non-executive board members of Johannesburg Stock Exchange listed companies in South Africa. Thematic content analysis was used to analyse data.

The findings clarified the formal and informal sources of accountability experienced by non-executive board members. This included relational and structural mechanisms that can be used within corporate governance to enhance both types of accountability. Accessing the identified sources of accountability through appropriate mechanisms could increase the levels of felt accountability experienced by the individual non-executive board member, thereby strengthening accountability inside the boardroom and improving overall board effectiveness. The study also revealed a layer of implicit and explicit accountability.

The study was conducted solely in South Africa, with non-executive board members of Johannesburg Stock Exchange listed companies.

There is limited research that clarifies the sources of accountability experienced by non-executive board members. This study aims to address this gap in the literature by providing techniques on how to enable the clarified sources of accountability to improve governance effectiveness.

Prior literature has established the theoretical and statistical linkages between monetary compensation and firm performance, yet little is known about how the association between monetary compensation and firm performance is moderated by companies’ engagement in corporate social responsibility (CSR) activities. Further, compared to executive compensation, non-executive compensation remains an underexplored topic. The purpose of this paper is to investigate how workforce-oriented CSR moderates: first, the association between non-executive compensation and firm performance; and second, the association between executive compensation and firm performance.

Using a sample of 181 from the largest 3,000 US companies for the years 1991-2011, the authors investigate how workforce-oriented CSR moderates the association between compensation and firm performance. Compensation is examined at two levels – non-executive versus executive compensation. The workforce-oriented CSR score is constructed as total strengths minus total concerns in Kinder, Lydenberg, and Domini’s employee relations dimension.

The authors find an improvement in firm performance with increases in both non-executive and executive compensation. Further, workforce-oriented CSR positively moderates the association between non-executive compensation and firm performance, and negatively moderates the association between executive compensation and firm performance.

This study adds to the literature of the compensation-performance linkage by including both non-executive and executive compensation as important determinants of firm performance and incorporating workforce-oriented CSR as a moderator on the compensation-performance linkage. It also provides new angles for CSR scholars.

This study helps managers understand the importance of fulfilling employees’ social emotional needs and the potential of workforce-oriented CSR in shaping employees’ perceived distributive justice. The findings also help managers make critical decisions regarding the allocation of limited corporate resources and prioritization of investment options. In addition, the findings are also useful to boards of directors and human resources managers who are in charge of hiring executives, building top management teams, and deciding executive compensation.

This study helps advance our understanding of the compensation-performance linkage. The results suggest that the relationship between compensation and financial performance is contingent on other organizational factors. In addition, the findings provide practical implications on how CSR engagement moderates the association between non-executive compensation and firm performance differently than the association between executive compensation and firm performance and how to allocate corporate resources and prioritize strategic options effectively.