Boards at Work: How Directors View their Roles and Responsibilities

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

Boards at Work

How Directors View their Roles and Responsibilities

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

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English

Oxford University Press
01 April 2001

Corporate finance; Business strategy; Company secretary: role & responsibilities; Ownership & organisation of enterprises; Industry & industrial studies

Boards of directors are coming under increasing scrutiny in terms of their contribution in monitoring and controlling management, particularly in the wake of high-profile corporate 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.

By: Philip Stiles (Senior Research Associate Senior Research Associate The Judge Institute of Management Studies), Bernard Taylor (, Henley Management College)
Imprint: Oxford University Press
Country of Publication: United Kingdom
Dimensions: Height: 243mm, Width: 164mm, Spine: 18mm
Weight: 467g
ISBN: 9780198288763
ISBN 10: 019828876X
Pages: 176
Publication Date: 01 April 2001
Audience: Professional and scholarly , Undergraduate
Format: Hardback
Publisher's Status: Active

1: The Changing Expectations of Boards of Directors 2: Perspectives on the Contribution of Boards of Directors 3: Uncovering the Black Box: 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 9: Postscript: The Board of the Future

Philip Stiles is Senior Research Associate at the Judge Institute of Management Studies, University of Cambridge. He is executive editor of 'Long Range Planning'. Bernard Taylor is Professor of Business Policy at Henley Management College and Head of the Faculty Group in Strategy and International Business. He is the founder and editor of the journal 'Long Range Planning', and founding editor of the 'Journal of General Management'. Director of the European Council on Corporate Strategy, he is also the author of fifteen books on strategy and management developments. He has lectured widely both in Britain and internationally.

Reviews for Boards at Work: How Directors View their Roles and Responsibilities

This work would provide a useful primer for anyone studying the subject ... this is not another normative text on what directors and boards should be doing. Rather it is a valuable work for those who study corporate governance. Corporate Governance