Boards at Work How Directors View their Roles and Responsibilities

Author: Philip Stiles; Bernard Taylor
Publisher: Oxford University Press
ISBN: 9780199258161
Published In: October 2002
Format: Paperback , 178 pages
Jurisdiction: U.K. ? Disclaimer:
Countri(es) stated herein are used as reference only

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Author
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The first detailed analysis of the internal working and external relationships of the boards of Britain's leading companies
Presents an in-depth examination of directors of UK public companies and a survey of company secretaries
Includes case studies of four UK PLCs: BAA, Burmah Castrol, Securicor, and Allied Domecq
Authors gained unprecedented access to the main boards of major British companies

Boards of directors are coming under increasing scrutiny in terms of ther contribution in monitoring and controlling management, particularly in the wake of high-profile coprorate frauds and failures, and also their potential to add value to organizational performance through involvement in the strategy process and through building relationships with key investors.

Despite the importance of these issues, not only to organizations but also arguably to national competitiveness, the nature of board activity remains largely a black box, clouded by prescriptions, prejudices, and half-truths. This book responds to calls for greater scrutiny of boards of directors with an in-depth examination of directors of UK organizations, drawing on the accounts of directors themselves as to their roles, influence, and the potential and limits to their power.

Much work on boards of directors has labelled the board as a rubber stamp for dominant management, and non-executive directors in particular have been variously described as poodles, pet rocks, or parsley on the fish. Such accounts are rooted in assumptions of board activity that are essentially adversarial in nature, and that the solution to the 'problem' of reconciling the interests of managers with those of shareholders is to increase the checks and balances available to the board of directors.

The findings of this study show that boards, in many cases, are far more than passive rubber stamps for management and that non-executives are encouraged to act as trusted advisers to the executives and the chief executive, rather than solely monitors of executive activity. Boards are important mechanisms in maintaining the strategic framework of the organization through setting the boundaries of organizational activity. The potential of the board members, in particular the non-executives, to fulfil such a mandate depends on a number of factors, including ability, willingness to engage with the organizational issues, and the degree of knowledge they have relevant to the host firm. Above all, the degree of trust built between members of the board, and between the board and key external constituencies, is at the heart of effective board behaviour.

Readership: Academics and postgraduate students in the areas of business studies and economics; Practitioner: Directors and potential directors, advisers such as company secretaries, accountants, and lawyers

1: The Changing Expectations of Boards of Directors
2: Perspectives on the Contribution of Boards of Directors
3: Researching Boards of Directors
4: The Strategic Role of the Board
5: The Control Role of the Board
6: The Institutional Role of the Board
7: The Dynamics of Board Process
8: Conclusions

Philip Stiles, Senior Research Associate, The Judge Institute of Management Studies, and Bernard Taylor, Henley Management College

Review(s) from previous edition

"a valuable work for those who study corporate governance - Corporate Governance: An International Review

"This work would provide a useful primer for anyone studying the subject" - Corporate Governance: An International Review

"This book is comprehensive and a must read for those who wish to be up to date and are committed to improving board performance ... The conclusion section provides useful advice for board members who want to check how well they are doing against current thinking ... Stiles and Taylor have shown remarkable ability to deal with the complexities of boards at work." - Lynn McGregor