HomePublicationsBoardroom Dynamics of Two-tier Boards: How Non-Executive Directors Manage Working Relationships with Executives

Boardroom Dynamics of Two-tier Boards: How Non-Executive Directors Manage Working Relationships with Executives

Bezemer, P., Peij, S., De Kruijs, L. & Maassen, G. (2013), Boardroom Dynamics of two-tier boards: How non-executive directors manage working relationships with executives. Paper presented at the European Academy of Management, Istanbul, June 2013.

This study explores how non-executive directors are challenged by management while they seek to improve the effectiveness of supervisory boards in the Netherlands.

A combination of semi-structured interviews and a questionnaire among non-executive directors indicates that supervisory board members mainly experience boardroom challenges in three core areas: the ability of non-executive directors to ask management critical questions, information asymmetries between the management and supervisory boards and the management of the relationship between individual executive and non-executive directors.

The qualitative in-depth analysis reveals the complexity of the main contributing factors to problems in the boardroom as well as the range of process and social interventions non-executive directors use to address boardroom issues. The findings highlight the need to better understand board-room processes and the need of non-executive directors to carefully manage relationships in and around the boardroom.

Key words: boardroom challenges, boardroom dynamics, boardroom interventions, two-tier boards, the Netherlands.

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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.