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Morten Huse-Boards, Governance
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This book explores the human side of corporate governance, focusing on how boards of directors create value. It delves into board task expectations, theories (aunt, barbarian, clan), and the influence of board members' characteristics, compensation, and composition. The study examines contextual factors like firm size, life cycle, and ownership, alongside critical interactions, trust, emotions, power, and strategizing within the boardroom. Key topics include board structures, leadership styles, decision-making culture, and the empirical performance of boards in strategy, control, and service tasks. It introduces a comprehensive framework for understanding board dynamics and ethical considerations in governance.
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- The book aims to unveil the human side of corporate governance, bridging the gap between board task expectations (myths) and actual performance (realities) to foster accountability and value creation.
- It presents a unifying framework for understanding boards, emphasizing behavioral, ethical, and evolutionary perspectives, and recognizing corporate governance as interactions between various actors.
- Different corporate governance definitions are explored: managerial, shareholder supremacy, stakeholder, and firm definitions, highlighting their underlying ideologies and implications for value creation.
- Board task expectations are categorized into output control, internal control, advisory, decision control, and collaboration/mentoring tasks, linked to various theories such as property rights, agency, stewardship, game, paternalistic, institutional, resource dependence, and resource-based view theories.
- The attributes of board members, including characteristics (competence, personality, negotiation skills, ownership), compensation (motivation), and composition (size, insider/outsider ratio, diversity), are analyzed from demand and supply perspectives.
- Contextual factors influencing board behavior are examined, such as CEO tenure, national/cultural differences, industry environment, firm size, firm life cycle (start-up, growth, crisis), and ownership structures (family firms, institutional owners, venture capitalists).
- Interactions within and outside the boardroom are central, focusing on trust (competence-based, integrity-based), emotions, power (direct, indirect, conscience-controlling, institutional/structural), and strategizing techniques (movement, multimatum, manipulation).
- Board structures and leadership are discussed, including formal/informal rules, codes of best practice (Sarbanes-Oxley, Higgs Report), board committees (audit, nomination, remuneration), CEO duality, board instructions, and board evaluation mechanisms.
- The decision-making culture of boards is explored through concepts like criticality, independence, creativity, cohesiveness, openness, generosity, preparation, involvement, and cognitive conflicts, along with the dynamics of groupthink and paradoxes.
- Actual board task performance is empirically investigated across strategy, control (output, quantitative, behavioral, qualitative), and service involvement (networking, lobbying, advice, mentoring, collaboration), linking these to value creation across the corporate value chain.
- The book proposes novel concepts like the 'value-creating board' and an ABC typology (aunt, barbarian, clan boards) for a more nuanced understanding of board roles and contributions to value creation.
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