Abstract

Increasing research attention has been devoted to understanding the roles and responsibilities of boards of directors of North American corporations (Gillies, 1992; Lorsch & Maclver, 1989; Fleischer, Hazard & Klipper, 1988). This has resulted, in part, from increased interest in corporate governance. Scholars continue to explore and debate the question of who controls and is responsible for the activities and performance of corporations in a democratic society (Vance, 1983; Worthy & Neushel, 1982). In addition, the veil of privacy that had historically been accorded CEOs and board members is slowly being lifted. As a result, information about the membership and working of corporate boards of directors is starting to accumulate (Gillies, 1992). Corporate boards of directors also came under increased scrutiny and criticism during the 1980s because of specific decisions made by them (e.g. hostile takeovers, mergers and acquisitions, golden parachutes, excessive levels of executive compensation) and the generally low performance levels of North American organisations in the international marketplace. The latter has resulted in several suggestions for improving the effectiveness of corporate boards (Barrett, 1993; Patton & Baker, 1987; Salmon, 1993; Leighton & Thain, 1993). Suggestions have included the separation of the CEO/Board chairman roles, improved selection of directors, training of directors, clarifying roles and responsibilities of directors (and CEOs), and replacing directors who are not performing well.

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