Boards at Work: How Directors View their Roles and Responsibilities

Paperback | September 15, 2002

byPhilip Stiles, Bernard Taylor

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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 inthe 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 directorswith 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 essentiallyadversarial 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 importantmechanisms 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 engagewith 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.

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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 inthe strategy process and through building rela...

Philip Stiles is a Lecturer and Senior Research Associate at the Judge Institute of Management Studies, University of Cambridge. He is a member of the Centre for Corporate Leadership and Accountability at Cambridge and is researching into a number of areas including board dynamics, the Chief Executive succession process, and the relat...

other books by Philip Stiles

Format:PaperbackDimensions:176 pages, 9.21 × 6.14 × 0.55 inPublished:September 15, 2002Publisher:Oxford University PressLanguage:English

The following ISBNs are associated with this title:

ISBN - 10:0199258163

ISBN - 13:9780199258161

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Table of Contents

1. The Changing Expectations of Boards of Directors2. Perspectives on the Contribution of Boards of Directors3. Researching Boards of Directors4. The Strategic Role of the Board5. The Control Role of the Board6. The Institutional Role of the Board7. The Dynamics of Board Process8. Conclusions

Editorial Reviews

`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 haveshown remarkable ability to deal with the complexities of boards at work.'Lynn McGregor