1.7 Conclusion

The independence of corporate boards is an important corporate governance issue. To empower non-executive directors, stock exchanges, legislators and other commentators promote changes to existing board structures in Anglo-Saxon countries. The international debate on boardroom reform suggests that the Dutch board model is an interesting alternative governance model to common one-tier board structures in the US and the UK.

Despite these developments and while researchers have made progress in understanding the differences between one-tier and two-tier boards, continental European forms of board organization are still rarely recognized by both reformers as well as researchers in the field of corporate governance (Demb and Neubauer, 1992a, 1992b; Kendall and Sheridan, 1992; Charkham, 1994). This “gap of interest” in the literature, the limited body of knowledge on board models and the contemporary discussion on boardroom reform have stimulated the comparison of one-tier and two-tier boards in this study.

This study has several practical and theoretical implications. Seen from a theoretical point of view, this study seeks to explore the relationship between the characteristics of board models and the formal independence of corporate boards. Seen from a more practical point of view, this research also hopes to contribute to the international discussion on board independence by comparing governance systems in Anglo-Saxon and continental European countries, i.e. the US, the UK and the Netherlands. Consistent with Boyd (1995), the comparative focus of this research may generate new insights in the characteristics of the organization of corporate boards and it may offer insights to both practitioners as well as to public policy makers in their effort to reform current board practices (Judge, 1989).


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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.