Professional Documents
Culture Documents
101
Introduction
Literature review
Although a considerable amount of efforts
have been spent on studying governing
boards, there is no single competent and
integrative theory or model to explain the
roles played by governing boards. From a
legal perspective, the American Law Institute
defines the functions of a governing board as
follows:
1. Select, regularly evaluate, fix the compensation of, and, where appropriate, replace
the principal senior executives.
2. Oversee the conduct of the corporation's
business to evaluate whether the business
is being properly managed.
# Blackwell Publishers Ltd 1998. 108 Cowley Road, Oxford OX4 1JF, UK
and 350 Main Street, Malden, MA 02148, USA.
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Contingency and
organisation
theories take
opposite approaches
The rise of
ideological
pluralism
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the chairman, it brings out the ways companies are supposed to be governed and on the
importance of strong, independent non-executive participation at board level. These
focuses are in line with agency theory that
close monitoring is needed by a governing
board to ensure that the management is
conforming to the interest of the company.
A governing board should therefore play a
control role. Hilmer takes a completely different perspective. Using stewardship theory as
the basis of argument, he proposes that the
key role of a governing board is to ensure that
corporate management is continuously and
effectively striving for good and effective
performance.22 Based on this strategic role of
governing board, the need for close monitoring of the management therefore does not
exist.
Top management
designs the
governance
structure
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Directors show
class solidarity
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Agency theory
describes directors'
self-interest
Stakeholder theory
can help explain
how boards think
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Boards used to
support decisions of
the management
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To develop the
study of corporate
governance needs a
coherent theory
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In the three years 18451847, at the height of the railway mania in the UK, 425 new
railway companies were incorporated in Britain, with a total proposed capital of over
213 million. This was equal to two thirds of all exports for 1846. The share capital of the
Bank of England at the time was 16.6 million.
Adrian Vaughan, Railwaymen, Politics and Money, Murray 1997
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