Essays on Role of Directors in Corporate Governance Report

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The paper "Role of Directors in Corporate Governance" is a great example of a report on human resources. It may be commonly perceived that non-executive directors are a waste of time. It may also be perceived that such directors often have little involvement with a company and are not aware of what is really going on and that their role would rather be left with the executive directors. This may have been true in the past and with regard to private companies. For instance, the great majority of private limited companies in the United Kingdom have not in past selected non-executive directors to their boards (Ince & Company International Law Firm, 2008).

It was generally considered that non-executive directors were appropriate only for publicly quoted companies and bigger private companies. Indeed, very few papers were written in support of small enterprises having non-executive directors (Berry & Perren, 2001). But the trend has changed in recent years, as more and more medium-size and bigger private companies have been appointing non-executive directors. There are many reasons for these appointments and as such, this paper takes a position against the notion that non-executive directors are a waste of time.

As it will be shown in the paper, non-executive directors indeed have a great role to play in matters that pertain to the success of the company. The review is based on an analysis of agency, stewardship, stakeholders, and resource dependence view of directors’ roles and responsibilities. Role of directors in corporate governanceGovernance of companies is viewed to be the responsibility of the board of directors who set the company’ s strategy, monitor managers, and report to shareholders on their stewardship.

In fact, it is against a backdrop of the roles of the board of directors that the Committee on the Financial Aspects of Corporate Governance (1992) in the United Kingdom defined corporate governance as “ … the system by which companies are directed and controlled” (Smith, 2007, p. 807). The fundamental legal duties of directors are to act in good faith with respect to the interests of the company and for an appropriate purpose. Company directors are also expected to exercise care and skill in the management of the affairs of the company.

These functions are derived from common law and apply to all directors.

References

Adams, M.B. (1994). “Agency theory and the internal audit.” Managerial Auditing Journal, 9(8): 8-12.

Ayuso, S. & Aragandona, A. (2007). “Responsible corporate governance: Towards a stakeholder board of directors?” IESE Business School – University of Navarra Working Paper No. 701, July 2007. Retrieved 13 February 2011, from http://www.iese.edu/research/pdfs/DI-0701-E.pdf.

Barrow, C. (2001). “The role of non-executive directors in high tech SMEs.” Corporate Governance, 1(2): 34 - 36.

Baysinger, B. & Hoskisson, R. (1990). “The composition boards of directors and strategic control: Effects on corporate strategy.” Academy of Management Review, 15(1): 72-87.

Berry, A. & Perren, L. “The role of non-executive directors in UK SMEs.” Journal of Small Business and Enterprise Development, 8(2): 159-173.

De Andre´ s-Alonso, P., Azofra-Palenzuela, V. and Romero-Merino, M. E. (2010). “Beyond the disciplinary role of governance: How boards add value to Spanish foundations.” British Journal of Management, 21: 100–114. Retrieved 13 February 2011, from http://www2.eco.uva.es/pandres/Archivos/BEYOND_BMJ.pdf

Hage, M. (2007). A Stakeholders Concern towards an Economix Theory on Stakeholder Governance. New York: Uitgeverij Van Gorcum.

Higgs, D. (2002). Review of the role and effectiveness of executive non-directors. Consultation Paper, 7th June 2002. Retrieved 12 June 2011, from http://www.bis.gov.uk/files/file23021.pdf.

Ince & Company International Law Firm (2008). The Role of the Non-Executive Director: An Overview. Retrieved 12 June 2011, from http://www.incelaw.com/documents/pdf/Legal-Updates/The-Role-of-the-Non-Executive-Director-An-Overview.pdf

Lazarides, T.G. & Drimpetas, E. (2011). “Evaluating Corporate Governance and identifying its formulating factors: the case of Greece.” Corporate Governance, 11(2): 1-28.

Lehman, C. R. (2005). Corporate Governance: Does Any Size Fit? London: Emerald Group Publishing.

Okpara, J.O. (2011). “Corporate governance in a developing economy: barriers, issues, and implications for firms.” Corporate Governance, 11(2).

Pass, C. (2004). “Corporate governance and the role of non-executive directors in large UK companies: An empirical study.” Corporate Governance, 4(2): 52-63.

Pergola, T.M. & Joseph, G. J. (2011). “Corporate governance and board equity ownership.” Corporate Governance, 11(2): 1-20.

Sadgrove, K. (2005). The Complete Guide to Business Risk Management (2nd edition). London: Gower Publishing, Ltd.

Siladi, B. (2006). “The Role of Non-Executive Directors in Corporate Governance: An Evaluation.” Master’s Thesis submitted to Swinburne University of Technology, retrieved 12 February, 2011 from http://adt.lib.swin.edu.au/uploads/approved/adt-VSWT20060907.120343/public/02whole.pdf

Smith, J.A. (2007). Handbook of Management Accounting (4th edition). London: Elsevier.

Solomon, J. (2010). Corporate Governance and Accountability (3rd edition). New York: John Wiley and Sons.

The Committee on Corporate Governance (1998). Committee on Corporate Governance. Final Report January 1998. London: Gee Publishing. Retrieved 12 June 2011, from http://www.ecgi.org/codes/documents/hampel.pdf

Valenti, A., Luce, R. & Mayfield, C. O. (2011). “The effects of firm performance on corporate governance.” Management Research News, 34(3)

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