Exploring the key challenges facing company secretaries in a two-tier board context

Purpose: This study aims to examine the core challenges facing company secretaries in a two-tier board context. This study focuses on the key factors contributing to these challenges and how company secretaries can effectively address them. Design/methodology/approach: An analysis of the narratives provided by 291 Dutch company secretaries in response to a series of open-ended questionnaire questions led to insights into the key challenges company secretaries face in their day-to-day work. Findings: Company secretaries perceive a myriad of factors contributing to pressures on their time, the need to work for multiple organizational bodies and the processing of information. They believe process interventions and social interventions are needed to alleviate these issues. Research limitations/implications: The research highlights the need to deeply study boards from a holistic and systems point of view that recognizes the various actors, such as the company secretary, and their relationships in a boardroom context. Furthermore, the research shows how the two-tier board model may complicate these relational dynamics owing to the formal separation of decision management from decision control. Practical implications: This study identifies various pragmatic ways to address the core challenges facing company secretaries so as to improve their contributions to decision-making at the apex of organizations. Originality/value: This study sheds light on an important organizational actor (i.e. the company secretary) that hitherto has received scant attention in the governance literature

Habitual accountability routines in the boardroom: How boards balance control and collaboration

open3siCorporate accountability is a complex chain of reporting that reaches from external stakeholders into the organization’s management structure. The transition from external to internal accountability mechanisms primarily occurs at the board of directors. Yet outside of incentive mechanisms, we know surprisingly little about how internal actors (management) are held to account by the representatives of external shareholders (the board). This paper explores the process of accountability at this transition point by documenting the routines used by boards to hold the firm’s management to account. In so doing we develop our understanding of the important transition between internal and external firm accountability.embargoed_20190401Nicholson, Gavin; Pugliese, Amedeo; Bezemer, Pieter JanNicholson, Gavin; Pugliese, Amedeo; Bezemer, Pieter Ja

Local community capacity building: Exploring non-governmental organizations approaches in Tamil Nadu

Locally based non-governmental organizations (NGOs) play an important role in community capacity building (CCB). Because these NGOs are generally located close to the affected communities, they have the local knowledge to identify problems and assist the affected communities to address them. However, the methods these local NGOs use to build capacity in the local communities and the reasons they choose certain CCB approaches are not well known. To enhance the knowledge in these areas, this study conducted semistructured interviews with local NGOs and local NGO experts in Tamil Nadu, India. It was found that local NGOs build capacity in communities using emotional empowerment; a process that involves providing communities with (i) a sense of care and hopefulness, (ii) spaces to voice their feelings and challenges, and (iii) support to transform their voices into community action. Local NGOs adopted this approach because they found that long-term disadvantaged communities had high affective barriers, such as discouraging personal outlooks and an acceptance of existing social structures, which prevented them from taking ownership of the situation. Theoretically, these insights contribute to CCB literature by drawing attention to the community’s psychological processes and emotional empowerment characteristics. They also add to wider poverty debates by highlighting the affective community barriers that perpetuate existing inequalities

THE INFLUENCE OF BOARD CHAIRS ON DIRECTOR ENGAGEMENT: A CASE BASED EXPLORATION OF BOARDROOM DECISION-MAKING

Research question/issue: This study seeks to better understand how board chairs, as leaders and equals, shape the context for other directors to engage in their governance roles. Research findings/insights: Using a combination of video\u2010taped board meetings and semi\u2010structured interviews with directors at three corporations, we found a generalized and negative association between chair involvement and directors' engagement during board meetings. Theoretical/academic implications: Our empirical results suggest that the chair's role can be viewed as a paradox, requiring both (i) strong leadership to counter managerial power, and (ii) a more subtle orientation as peer to fellow directors that enables other board members to contribute to boardroom decision\u2010making. Moreover, our study revealed the transitory nature of both chair contributions and directors' engagement during meetings, highlighting the potential and need for further unpacking of the temporal dimensions of boardroom decision\u2010making processes. Practitioner/policy implications: Our analysis suggests a revision of the implicit prescription in the literature for board chairs to be active leaders who lead from the front. Given that chair involvement appears to reduce director engagement during meetings, our research hints at the need for a more supportive role of the chair during boardroom decision\u2010making that is in line with non\u2010traditional leadership model

Diffusion of Corporate Governance Beliefs: Board independence and the emergence of a shareholder value orientation in the Netherlands

The globalization and liberalization of national economies have contributed to an increasing diffusion of Anglo-American corporate governance practices worldwide. In this dissertation, we examine the spread of two types of corporate governance beliefs: the emerging focus on board independence and a shareholder value orientation. Through a series of five studies, utilizing multiple theoretical lenses, levels of analysis and methods, we analyze developments in the formal independence of supervisory boards and a greater focus on shareholder value in the Netherlands, and examine the antecedents and consequences of these phenomena. In doing so, we contribute to the enrichment of theories on diffusion processes as well as to the understanding of key changes in the Dutch corporate governance landscape. We show that (i) substantive change has taken place in the governance of listed corporations, (ii) the technical, political and cultural contexts in which firms operate explain companies’ (non)response to prevailing corporate governance beliefs, (iii) changing corporate governance beliefs may be associated with unintended consequences and negative performance implications, and (iv) macro contextual factors have a significant impact on the aforementioned processes. Thereby, our findings highlight important avenues for further research. Furthermore, we provide directors, regulators, shareholders and other stakeholders with new insights in key corporate governance developments, in particular in the Netherlands

Toward a synthesis of the board-strategy relationship: A literature review and future research agenda

Research Question/Issue The strategy role of the board of directors is a contentious topic in both theory and practice and the debate on what boards should or should not do around firm strategy has intensified with changes in global corporate governance. Boards face interventionist regulatory developments, calls for changes in their composition, growing owner engagement, and societal questioning on the corporation\u27s very purpose. With this review, we aim to assess how the research agenda in this area has evolved with these developments. Research Findings/Results Our analysis of 152 articles published in 45 high-quality journals between 2008 and 2020 reveals that the board-strategy literature remains dominated by traditional input–output approaches using archival data. There are, however, some green shoots opening up the debate by recognizing the importance of the firm\u27s specific context, applying alternative or complementary theoretical lenses, exploring the underlying dynamics and processes, and using more sophisticated modeling techniques. Theoretical implications We identify three research directions with the potential to advance the research agenda, namely, untangling the complex, multilevel interplay between stakeholders involved in the strategy process, embracing the processual and temporal nature of the board-strategy relationship, and unpacking the impact of social context to understand when boards matter for strategy. Practical implications Our results indicate that the strategy role of the board is evolving and broadening. Most notably the integration of CSR-related themes into the board-strategy debate, and the leveraging of board diversity in strategic decision-making appear to be important issues for contemporary boards

De adviserende rol van commissarissen in het licht van de code Tabaksblat: Minder overlappende commissariaten meer interne verantwoordelijkheden

Van oudsher bestaan de hoofdverantwoordelijkheden van de raad van commissarissen uit het houden van toezicht op het beleid van de raad van bestuur en het bijstaan van de raad van bestuur door het geven van advies en het dienen als klankbord. Op het eerste gezicht lijken deze beide hoofdverantwoordelijkhedenmet elkaar te conflicteren: voor toezicht is namelijk onafhankelijkheid noodzakelijk, terwijl voor advisering een zekere mate van betrokkenheid noodzakelijk is (VanManen enVan der Reijden, 2005;Huse, 2007). In de praktijk worstelen commissarissen dan ookmet dit vraagstuk. Temeer doordat het wettelijk raamwerk in Nederland geen duidelijke oplossing aandraagt

Strategische vernieuwing in Nederlandse non-profit organisaties

Strategische vernieuwing in ondernemingen staat hoog op de agenda van managers en onderzoekers. De aandacht voor nonprofit-organisaties in dit verband is echter beperkt. Zo is er weinig bekend over de mate, de oorzaken en de implicaties van strategische vernieuwing. Dit artikel gaat in op dit thema. Met behulp van een enquête en twee casestudies wordt voor het eerst de vernieuwingsdynamiek van Nederlandse nonprofit-organisaties in kaart gebracht. De resultaten laten zien dat strategische vernieuwing door nonprofit-organisaties leidt tot een hoger prestatieniveau. Druk vanuit het management en/ of bestuur en druk vanuit de sociale omgeving blijken belangrijke determinanten voor de mate van strategische vernieuwin

Amphiphilic poly(ether ester amide) multiblock copolymers as biodegradable matrices for the controlled release of proteins

Amphiphilic poly(ether ester amide) (PEEA) multiblock copolymers were synthesized by polycondensation in the melt from hydrophilic poly(ethylene glycol) (PEG), 1,4-dihydroxybutane and short bisester-bisamide blocks. These amide blocks were prepared by reaction of 1,4-diaminobutane with dimethyl adipate in the melt. A range of multiblock copolymers were prepared, with PEG contents varying from 23-66 wt %. The intrinsic viscosity of the PEEA polymers varied from 0.58-0.78. Differential scanning calorimetry showed melting transitions for the PEG blocks and for the amide-ester blocks, suggesting a phase separated structure. Both the melting temperature and the crystallinity of the hard amide-ester segments decreased with increasing PEG content of the polymers. The equilibrium swelling ratio in phosphate buffered saline (PBS) increased with increasing amount of PEG in the polymers and varied from 1.7 to 3.7, whereas the polymer that contained 66 wt % PEG was soluble in PBS. During incubation of PEEA films in PBS, weight loss and a continuous decrease in the resulting inherent polymer viscosity was observed. The rate of degradation increased with increasing PEG content. The composition of the remaining matrices did not change during degradation. A preliminary investigation of the protein release characteristics of these PEEA copolymers showed that release of the model protein lysozyme was proportional to the square root of time. The release rate was found to increase with increasing degree of swelling of the polymers

Developing process guidelines for trauma care in the Netherlands for severely injured patients: Results from a Delphi study

Background: In organised trauma systems the process of care is the key to quality. Nevertheless, the optimal process of trauma care remains unclear due to lack of or inconclusive evidence. Because monitoring and improving the performance of a trauma system is complex, this study aimed to develop consensus-based process guidelines for trauma care in the Netherlands for severely injured patients. Methods. A five-round Delphi study was conducted with 141 participants that represen