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| Author: | Nicholson, G.J. Kiel, G.C. |
| Title: | A framework for diagnosing board effectiveness |
| Journal: | Corporate governance
2004 : OCT, VOL. 12:4, p. 442-460 |
| Index terms: | Board of directors Effectiveness Corporate governance Intellectual capital Models |
| Language: | eng |
| Abstract: | While board (hereafter as: brd./brds.) independence is important to good governance (here as: gov.), it is contended that frameworks, models and advice centred on one element of gov. ignore the complexity of how brds. work. A holistic brd. framework is developed based on the concept of brd. intellectual capital (here as: int-cap). This framework proposes a series of inputs (e.g. company history, company constitution etc.) leading to a particular mix of brd. int-cap. It is contended that the balance of the different elements of brd. int-cap. will lead to a series of brd. behaviours. Further, the brd. needs to mobilise its int-cap. to carry out a series of roles, the nature of which will depend on the company's requirements. Thus, the gov. outputs of organisational performance, brd. effectiveness and director effectiveness will depend on the match btw. the brd's int-cap. and the roles required of it. The paper is concluded by demonstrating the benefits of this framework as a diagnostic tool. It is also outlined how brds. wishing to improve their gov. systems can diagnose common gov. problems by evaluating their own brd's capabilities. |
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