Corporate governance and board effectiveness : beyond formalism

Mainstream research on boards of directors has been focusing on a direct relationship between board characteristics and firm performance, but up till now the results are inconclusive. Different reasons are put forward to explain this inconsistency, but it can be argued that ‘traditional' board research has been neglecting potential intervening variables. In this paper we present a process-oriented model for board effectiveness by relying on the corporate governance literature and the literature on group effectiveness. We follow the input-process-output approach to extract the significant variables from literature and integrate them into a research framework for studying board effectiveness. In particular, we identify three intervening variables (cohesiveness, debate and conflict norms) which we believe mediate the effects of board characteristics on board performance. The rationale for including these ‘process' variables is the belief that the interactions and relationships among board members determine to a large extent the collective outcomes of the board of directors. In this respect, the model goes beyond the traditional structural attributes of boards of directors to include behavioural or attitudinal measures of board effectiveness. It also highlights the need for a multi-disciplinary approach in empirical research on boards of directors

Identifying key determinants of effective boards of directors

Mainstream research on boards of directors has been focusing on a direct relationship between board characteristics and firm performance, but up till now the results are inconclusive. Although these studies revealed interesting and useful insights, little is known about the factors that shape board effectiveness. This paper aims to reduce this gap by exploring the variety of indicators that contribute to the effectiveness of boards. The paper derives from an interview-based investigation among 104 directors of Belgian listed companies. The findings are further elaborated with quantitative data from two written questionnaires, involving directors of non-listed companies and experts in the field of corporate governance. The results point to three major issues. First, there appears to be a gap between a limited number of structural board measures consistently found in literature and the systematic occurrence of a set of behavioural criteria of board effectiveness in the perceptions of (Belgian) directors. Second, the findings suggest that the value of independence may be overemphasized at the cost of the broader issue of diversity. Third, it appears that mainstream board research ignores to a large extent two additional conditions (the information flow and the leadership style of the chairman) under which a board of directors can make an effective contribution to the strategic direction and control of a company. Our findings suggest that the ambiguity found in current research evidence can to some extent be attributed to the ignorance of a wide range of interconnected structural (such as diversity and competence) and behavioural factors (such as trust, attitude, norms and conduct) which actually shape the effectiveness of boards in performing their roles

The interface between corporate governance and corporate social responsibility and its relevance for the financial and insurance sector

Based on the argument that Corporate Social Responsibility is not just a fashion but rather the future from another angle, this paper explores the link between corporate governance and corporate social responsibility in insurance. Although insurance industries have been less exposed to criticisms than other sectors, like any other business, they are subject to increasing societal scrutiny. After a reconsideration of the corporate governance paradigms and mechanisms, the paper analyses the relevance of corporate social responsibility and corporate governance for the insurance sector. It explores its positive and negative externalities and its role as institutional investor. The paper also provides policy recommendations for mainstreaming corporate social responsibility within the sector