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Article
Publication date: 6 May 2021

Stefan Peij and Pieter-Jan Bezemer

This study aims to examine the core challenges facing company secretaries in a two-tier board context. This study focuses on the key factors contributing to these…

Abstract

Purpose

This study aims to examine the core challenges facing company secretaries in a two-tier board context. This study focuses on the key factors contributing to these challenges and how company secretaries can effectively address them.

Design/methodology/approach

An analysis of the narratives provided by 291 Dutch company secretaries in response to a series of open-ended questionnaire questions led to insights into the key challenges company secretaries face in their day-to-day work.

Findings

Company secretaries perceive a myriad of factors contributing to pressures on their time, the need to work for multiple organizational bodies and the processing of information. They believe process interventions and social interventions are needed to alleviate these issues.

Research limitations/implications

The research highlights the need to deeply study boards from a holistic and systems point of view that recognizes the various actors, such as the company secretary, and their relationships in a boardroom context. Furthermore, the research shows how the two-tier board model may complicate these relational dynamics owing to the formal separation of decision management from decision control.

Practical implications

This study identifies various pragmatic ways to address the core challenges facing company secretaries so as to improve their contributions to decision-making at the apex of organizations.

Originality/value

This study sheds light on an important organizational actor (i.e. the company secretary) that hitherto has received scant attention in the governance literature.

Details

Corporate Governance: The International Journal of Business in Society, vol. ahead-of-print no. ahead-of-print
Type: Research Article
ISSN: 1472-0701

Keywords

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Article
Publication date: 20 February 2017

Gavin Nicholson, Amedeo Pugliese and Pieter-Jan Bezemer

Corporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external…

Abstract

Purpose

Corporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external to internal accountability mechanisms primarily occurs at the board of directors. Yet outside of incentive mechanisms, we know surprisingly little about how internal actors (management) are held to account by the representatives of external shareholders (the board). The purpose of this paper is to explore the process of accountability at this transition point by documenting the routines used by boards to hold the firm’s management to account. In doing so, we develop the understanding of the important transition between internal and external firm accountability.

Design/methodology/approach

An inductive, case-based approach identifies recurrent behaviour patterns in two matched boards over three video-taped meetings. Sequential analysis of coded group and individual behaviours provides insight into boards’ accountability routines.

Findings

The boards engaged in clear, recurrent accountability routines. Individuals on the boards play different roles in these routines depending on the issue before the board, allowing both directors and managers to hold each other to account. The outsiders (directors) both challenge and support the insiders (managers) during board discussions, switching their behaviours with different agenda items but maintaining a consistent group level of support and scepticism across the meeting. This allows for the simultaneous development of trust and verification at the group level, a necessary condition for effective accountability.

Research limitations/implications

As board relationships and organisational context are highly variable, future research should concentrate on testing the generalizability of the results across different board and shareholder structures.

Practical implications

The results call into question the current governance focus on the independence of the individual director, as the authors identify that all directors appear to act as agents at one time or another in a meeting. Accountability at the boardroom level requires an effective group process not usually addressed in governance recommendations or regulation.

Originality/value

This study provides unique insights into board dynamics, documenting the accountability implications of group behaviours. By focussing on the group process, the authors highlight the potential mismatch of monotonic, individual-level approaches to governance and accountability prevalent in current agency approaches.

Details

Accounting, Auditing & Accountability Journal, vol. 30 no. 2
Type: Research Article
ISSN: 0951-3574

Keywords

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Article
Publication date: 28 January 2014

Pieter-Jan Bezemer, Stefan Peij, Laura de Kruijs and Gregory Maassen

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

Abstract

Purpose

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.

Design/methodology/approach

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.

Findings

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.

Practical implications

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.

Originality/value

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.

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Article
Publication date: 23 September 2014

Pieter-Jan Bezemer, Gavin Nicholson and Amedeo Pugliese

– This study aims to open up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes.

Abstract

Purpose

This study aims to open up the black box of the boardroom by directly observing directors’ interactions during meetings to better understand board processes.

Design/methodology/approach

We analyze videotaped observations of board meetings at two Australian companies to develop insights into what directors do in meetings and how they participate in decision-making processes. The direct observations are triangulated with semi-structured interviews, mini-surveys and document reviews.

Findings

Our analyses lead to two key findings: while board meetings appear similar at a surface level, boardroom interactions vary significantly at a deeper level (i.e. board members participate differently during different stages of discussions), and factors at multiple levels of analysis explain differences in interaction patterns, revealing the complex and nested nature of boardroom discussions.

Research implications

By documenting significant intra- and inter-board meeting differences, our study challenges the widespread notion of board meetings as rather homogeneous and monolithic, points towards agenda items as a new unit of analysis and highlights the need for more multi-level analyses in a board setting.

Practical implications

While policymakers have been largely occupied with the “right” board composition, our findings suggest that decision outcomes or roles’ execution could be potentially affected by interactions at a board level. Differences in board meeting styles might explain prior ambiguous board structure-performance results, enhancing the need for greater normative consideration of how boards do their work.

Originality/value

This study complements existing research on boardroom dynamics and provides a systematic account of director interactions during board meetings.

Details

Qualitative Research in Accounting & Management, vol. 11 no. 3
Type: Research Article
ISSN: 1176-6093

Keywords

Content available
Article
Publication date: 20 February 2017

Abstract

Details

Accounting, Auditing & Accountability Journal, vol. 30 no. 2
Type: Research Article
ISSN: 0951-3574

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