HomeChapter 1: The Introduction to This Study1.5 The Organization of This Study

1.5 The Organization of This Study

In summary, the first group of research questions in this study concentrates on design strategies that separate decision management from decision control in boards of listed corporations in the US, the UK and the Netherlands. The second group of questions concentrates on design strategies that integrate decision management with decision control in boards in these countries. The third group of questions focuses on the transformation and convergence of corporate boards. To find answers to the interrelated central research questions, this study is organized as follows (see also table 1.2 for an overview of the organization of this research).

Chapter two first elaborates on the diversity of board roles indicated by the literature. This chapter conceptualizes the service roles, the control roles and the strategic roles of boards of directors. These board roles are considered to be part of boards’ decision management and decision control activities. The formal independence of corporate boards is understood by a structure that separates decision management from decision control. In addition to a description of the formal independence of board models, chapter two also presents an overview of corporate governance literature and builds on an integrative research framework to capture the complex literature on board involvement in decision making. Based on the literature review, chapter two also distinguishes two competing perspectives of board organization: the conflict and the consensus perspectives of board organization.

 

Table 1.2

The Organization of This Study

Introduction:

  • acknowledgements;
  • table of contents;
  • list of tables and figures.

Chapter 1:

  • introduction to central research questions, methodology and organization of this research.

 

Part I: A Theoretical Approach to Board Organization

 

Chapter 2:

  • literature review of board involvement in decision making and the formal independence of corporate board models.

Chapter 3:

  • the independence of corporate boards: a conflict perspective of board organization.

Chapter 4:

  • the duality of corporate boards: a consensus perspective of board organization.

Chapter 5:

  • the transformation and convergence of one-tier and two-tier board models.

 

Part II: Empirical Analyses of Changing Board Attributes

 

Chapter 6:

  • one-tier board attributes in the US.

Chapter 7:

  • one-tier board attributes in the UK.

Chapter 8:

  • two-tier board attributes in the Netherlands.

 

Part III: Confronting the Theoretical Model with the Analyses of Changing Board Attributes

 

Chapter 9:

  • comparing changing board attributes. Reflection on theoretical framework and propositions. Summary, conclusions and recommendations.

 

 

 

 

  • references;
  • curriculum vitae;
  • publications derived from this research;
  • summary in Dutch.

 

 

These perspectives are applied to build a theoretical framework on the transformation and convergence of board model attributes. Chapter three elaborates on a conflict perspective of board organization to explore the association between board model design strategies and the separation of boards’ decision management and decision control roles (board independence). To formalize this approach, chapter three presents assumptions related to the relationship between board model attributes and the formal independence of one-tier and two-tier boards.

In sharp contrast to the conventional wisdom on boardroom reform (Walsh and Seward, 1990; Donaldson and Davis, 1994), chapter four elaborates on a consensus perspective of board organization. This chapter presents several assumptions related to the relationship between board model attributes of one-tier and two-tier boards and the integration of decision management with decision control (board duality).

Chapter five further builds on chapters three and four. Seen from both conflict and consensus perspectives of board organization, this chapter suggests three propositions on the transformation and convergence of board models. Chapter five concludes Part I of this research with a theoretical framework on the transformation and convergence of board models.

Part II of this research presents empirical findings on developments in board attributes in the US, the UK and the Netherlands. Three longitudinal descriptive studies on country level are presented to describe the formal organization of one-tier and two-tier boards. First, chapter six presents an overview of corporate governance developments in the US between 1981 and 1997. Guided by the Model Business Corporation Act and Delaware’s corporation law, this chapter explores changes in one-tier board attributes and the formal independence of boards of directors. An analysis of the governance structure of the largest corporations further completes the study of corporate governance developments in the US.

In a similar vein, chapter seven presents an overview of developments in one-tier boards in the UK. Due to the limited availability of data, this research could only reveal information on changes in board attributes between 1992 and 1997. The analyses is based on LSE-corporations. In addition, reports from the Cadbury, Greenbury and Hampel Committees are used to portray developments in the formal structure of one-tier boards of listed corporations in the UK. Chapter eight of this research presents developments in the attributes of two-tier boards of listed corporations in the Netherlands between 1987 and 1998. In addition to the analysis of the governance structure of these corporations, chapter eight also refers to the recommendations of the Peters Committee and other recent corporate governance developments in the Netherlands. Chapter eight concludes part II of this research.

Part III reflects on the theoretical and empirical analyses of board model design in Part II of this study. Chapter nine presents a comparison of changing board attributes and their consequences for the independence of one-tier and two-tier board models in the US, the UK and the Netherlands. This chapter also presents a confrontation between the theoretical model with the analyses of changing board attributes in this study and concludes with a summary, conclusions and recommendations on both theoretical and practical perspectives of board model design.


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Maassen, G.F. (2002). An International Comparison of Corporate Governance Models. A Study on the Formal Independence and Convergence of One-Tier and Two-Tier Corporate Boards of Directors in the United States of America, the United Kingdom and the Netherlands.

Maassen, G.F. (2002). An International Comparison of Corporate Governance Models. A Study on the Formal Independence and Convergence of One-Tier and Two-Tier Corporate Boards of Directors in the United States of America, the United Kingdom and the Netherlands. Amsterdam: Spencer Stuart Executive Search.