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Comparing Major International Corporate Governance Models

Comparing Major International Corporate Governance Models

Maassen, G.F. and Bosch, F.A.J. van den (1997). Comparing Major International Corporate Governance Models: A Convergence of One-tier and Two-tier Board Models? Paper presented at the Academy of Management, Boston.

This paper compares Anglo-Saxon one-tier and Continental-European two-tier corporate board models regarding board’s involvement in decision-making. From the consensus and conflict perspectives of board organization, propositions are introduced on the relationship between key board model attributes and the integration or separation of the managing directors’ decision-management role and the non-executive directors’ decision-control role. Furthermore, propositions are introduced to elucidate a possible tendency towards the convergence of one-tier and two-tier board models. A recent survey of 50 of the largest Dutch firms listed at the Amsterdam Stock Exchanges suggests support for the paper’s theoretical notions on board model convergence.

Keywords: Anglo-Saxon versus Continental-European corporate boards, one-tier and two-tier corporate governance board models, board attributes and roles, executive and non-executive directors, international comparison of corporate governance board models, boardroom reform, convergence hypothesis.

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