Professor Silke Machold

We develop a conceptual framework in which we show how a non-executive director’s task performance may change over their life cycle on the board. We adopt a three-stage process to examine the task performance of a non-executive director: independence stage, engagement stage and relationship renewal stage, and use capture theories of regulation to develop a number of testable propositions. We argue that capture theory allows us to explain how a non-executive director’s task performance can change from one where monitoring and control is high and strategy and service is low to the reverse over their period on the board. Copyright © 2014 Inderscience Enterprises Ltd.

Corporate governance research has burgeoned over the last decades, attended by increased practitioner and public interest. Yet, resultant practice has been seemingly ineffectual in preventing recurring corporate scandals or stemming the tide of executive pay excesses. This chapter examines the normative foundations of the mainstream corporate governance literature and spells out the theoretical and practical problems in framing the domain within a narrow discourse on rights and justice. A normative framework derived from and grounded in the ethic of care is developed as a plausible alternative to conventional governance perspectives.

Corporate governance research has burgeoned over the last decades, attended by increased practitioner and public interest. Yet, resultant practice has been seemingly ineffectual in preventing recurring corporate scandals or stemming the tide of executive pay excesses. This chapter examines the normative foundations of the mainstream corporate governance literature and spells out the theoretical and practical problems in framing the domain within a narrow discourse on rights and justice. A normative framework derived from and grounded in the ethic of care is developed as a plausible alternative to conventional governance perspectives.

Using a behavioural perspective, this chapter presents further knowledge on the conditions in the boardroom that facilitate or hinder the presence of trust. Building on previous studies, a model explaining the hypothesised relationships between trust and its determinants (cognitive conflict, communication efficacy, the perception of board members’ competence, affective conflict, and familiarity), with the moderating effects of board meeting frequency and board tenure, was developed. Based on a survey of UK companies, it was found that the perception of board members’ competence and familiarity are positively related to trust, whereas affective conflict is negatively related to trust. The implication of this finding for board practice is that boards of directors should engage in activities such as training and development that increase directors’ perception of each other’s competencies and why affective conflict should be managed in the boardroom.

This study seeks to contribute to the debate on board behavior by investigating how deeper-level diversity, specifically differences in personality, interacts with demographic diversity to explain board cognitive and affective conflict. Using survey data from a pilot study of 98 directors in 16 UK boards, we show that dissimilarities in personality traits are negatively related to cognitive conflict, but this relationship is moderated by gender and tenure diversity. Personality differences do not explain affective conflict. The study provides insights into how theories from psychology may help us understand antecedents to board behaviors

Corporate scandals and the ongoing economic crisis have heightened academic and practitioner interest into corporate governance. Resulting corporate governance codes and related legislative developments place increasing emphasis on what companies should communicate on their governance arrangements. But whether and how corporate governance communications add value to companies remains a subject of debate. To shed light on these questions, we review two hitherto unconnected and parallel literatures from accounting and finance, and corporate communications research respectively. We develop a multi-dimensional model of corporate governance communications to explain the contingent conditions that can lead to value creation.

Corporate governance has come to be recognised as a cornerstone of economic reforms seeking to promote stability and growth in developing countries. The Asian crisis of the 1997 was viewed as having roots in poor governance and hence national governments as well as international organisations have sought to promote a strengthening of governance mechanisms. This article investigates governance reforms in India over the last decade. The paper reviews changes in Indian governance codes that indicate a preference of adoption of Anglo-American governance models. A survey of ownership structures of Indian listed companies reveals a mixture of governance mechanisms and a persistence of the ”business house model” of governance. The paper concludes that despite external pressures towards an ”Anglo-Americanisation” of governance practice, the outcomes thus far reveal the emergence of a diversity of governance mechanisms arising in a path-dependent fashion.

Manuscript Type: Empirical Research Question/Issue: Boards’ involvement in strategy is generally seen to be an indicator of board effectiveness, but less is known about the relationship between board leadership and strategy involvement, especially in small firms. This study analyzes board leadership from a team production perspective as an antecedent to board strategy involvement in small firms. Research Findings/Insights: Using survey data from 140 small firms in Norway collected in two different time periods, we demonstrate that leadership behaviors and processes have a greater impact on boards’ strategy involvement than structural leadership characteristics alone. Theoretical/Academic Implications: The study provides empirical support for a team production perspective on boards. Our data show that board members’ knowledge, board development, and board chairperson leadership efficacy positively influence boards’ strategy involvement, and chairperson leadership efficacy enhances boards’ strategy involvement under structural conditions of combined CEO/chairperson leadership and changes in board composition. These findings expand the traditional understanding of structural leadership conditions. Practitioner/Policy Implications: The study offers insights to small business owners and managers on how to improve the strategy involvement of boards. For policy makers, the study has implications for the content of codes of good governance practice relevant to small firms, specifically in relation to board development initiatives and board evaluations. © 2011 Blackwell Publishing Ltd.

Manuscript Type: Empirical Research Question/Issue: Several studies have investigated the antecedents of board tasks but there are disagreements about the number of tasks, their content and how they are operationalized. Moreover, the question of how board tasks evolve is under-researched. This study seeks to map the patterns of board tasks over time and the contingent conditions under which they evolve. Research Findings/Insights: By means of a longitudinal observation study of six UK boards, this study shows how board task profiles can be categorized according to (1) the range of tasks boards engage with, (2) the degree and mode of adaptability of board tasks to changing strategic contexts, and (c) the extent to which boards are passive. Theoretical/Academic Implications: Traditional governance theories such as agency and resource-dependency perspectives provide insights to the content of board tasks, but do not explain how and why these tasks change. Combining traditional conceptualizations of board tasks with a process-based theoretical lens offers new insights into board tasks and how effectively they are performed. Practitioner/Policy Implications: The results show how boards can better structure their activities to make effective use of scarce meeting time. Activities such as dissemination of information should be curtailed to leave more room for board debate on strategic issues. The study also highlights how board evaluations may benefit from having a "fly-on-the-wall" observer. © 2013 Blackwell Publishing Ltd.

This book provides unique insights into how the idea of quota laws to get women on to corporate boards gained international momentum from its origins in Norway. Invaluable insights are gained through the stories of actors involved in shaping the discourse and practice on women of boards.

Equality between men and women is one of the founding principles and values of the European Union. Yet, women continue to be under-represented in boards and top management teams of companies. In 2014, only 20% of the board members of the top public listed companies in the EU28 countries were women. The picture is similar in the South/East European countries of Bulgaria, Croatia, Macedonia and Slovenia, with little or no change in the recent past. This gender imbalance in the highest decision-making teams in companies is not only a social but also an economic concern. Our data, and that from elsewhere, show that improving gender balance in boards and top management teams improves board dynamics and leads to better governance, strengthens stakeholder relations and CSR, and ultimately reflects in improved company performance. Promoting gender balance is therefore as much a matter for competitiveness of companies as it is for social justice. The barriers that exist are complex and multi-faceted, ranging from deeply ingrained social norms, to individuals’ attitudes and behaviours, to gender-biased organisational cultures and practices. Based on the evidence from surveys, interviews and good practice case studies, we put forward five recommendations for how companies can improve gender balance in their top decision-making teams.

The aim of this paper is to analyse the relationships between governance characteristics of non-profit organizations (NPOs) (CEO duality and board size) and their performance, considered as their ability to collect financial resources. The study is conducted on a sample of 200 UK registered charities that work in a context characterized by a medium to high level of “mandatory” accountability. With a regression analysis we verify strong positive relationships between the NPOs’ financial performance and the CEO duality and board size. Further analyses show that if the charities increase their level of accountability through the use of additional voluntary disclosure mechanisms and tools such as the use of social networks, these relationships are confirmed. Qualitative characteristics of governance and voluntary accountability of UK charities are also analysed in association with some classes of revenues using the logistic regression method and the multiple correspondence analysis.

The aim of this paper is to analyse the relationship between governance characteristics of a sample of 200 UK non-profit organisations (NPOs) and their performance, considered as their ability to collect financial resources. Using a regression analysis, we verify strong positive relationships between the NPOs’ financial performance and CEO duality and board size. Further analyses show that if the charities increase their level of accountability through the use of additional voluntary disclosure mechanisms and tools such as the use of social networks, these relationships are confirmed. The results of our research have implications for policy makers that seek to strengthen governance of NPOs, and for boards and managers of NPOs who wish to develop their organisations’ performance.

While directors’ knowledge represents a crucial resource for strategizing on boards, little is known how knowledge of individual directors becomes deployed behind the doors of the boardroom. Drawing on the concept of absorptive capacity, we develop a model that explores how directors’ explorative, transformative and exploitative learning affects boards’ strategic involvement. Using large-scale survey data, our findings indicate that learning helps to ex-plain how directors’ knowledge leads to higher levels of strategic involvement. Moreover, we find that learning processes mutually reinforce each other and have complementary effects on boards’ strategic involvement. Our study contributes to the board and absorptive capacity lit-eratures by demonstrating that learning processes are interconnected with each other and rep-resent an intermediate way to put directors’ knowledge into effective use.

In this multidisciplinary and conceptual paper, we use insights from new and challenging developments in the management and marketing literature to inform corporate governance research. We shed light on the role of governance and specifically boards of directors in value creation in small and medium enterprises. While corporate governance research mostly tends to emphasise the role of governance mechanisms such as boards in the protection and distribution of value, our research problematises such a narrow view and (re)conceptualises their role in value creation. By exploring the role of boards as resource integrators within a wider service ecosystem, we propose novel ways in which boards can become integral to firms’ value creation processes. In doing so, we develop a new logic for framing the boards’ tasks and suggest new directions for corporate governance research and practice. We apply an empirical conceptualisation strategy in order to make our findings more accessible.

Quality as a philosophy of management practice has become widely embedded in organizational mindsets. This paper looks at the fundamental theories of ethics and morality, and shows how these and a fuller consideration of these can lead to better practice of social responsibility through a higher platform of quality, which we call quality consciousness. The paper shows that business actions, and indeed the pedagogy of management theory, are not in themselves amoral. Rather, they are driven by a systematic reflection of the context. The paper develops the implication of this for the extension and strengthening of the concept of quality by delineating the definitional boundary of quality, and then scrutinizing the philosophy of quality and the philosophy of virtue and morality to examine conceptual inter-linkage and symbiosis. The paper promulgates a view of quality that explicitly incorporates virtue as part of the quality paradigm. The paper then charts how the rigorous incorporation of ethics and organizational morality can be made in quality management, and how this will lead to the next stage of evolution in quality theory and the role this new heightened sense will play in better managerial practice of corporate social responsibility. By critique, the paper develops a tentative framework to move toward the virtuous organization. This, the paper suggests, is the next stage of quality evolution.

The paper examines the role of employees in governance. The paper highlights from a theory basis that employee and shareholder utilities can be coincident. However, it shows that corporate practice with respect to employee involvement in governance and decision-making is diverse. The paper draws out the contrast in approaches between the Anglo-American and the German approach to employees by detailing differences in employee power, career patterns, ownership patterns and legal obligations. These lead to enactment of a different structural and cultural governance systems; which are encapsulated in the unitary board structure of the UK and the two-tier German approach. The strengths and limitations of the unitary board and two-tier boards are highlighted, and the case for convergence examined.

Concerns have been raised about the finance of football clubs in England and elsewhere. With the increasing realisation that football is a business, and therefore should be treated as one, the question of whether issues of corporate governance are applicable and relevant to the sports/football context needs closer scrutiny. This research firstly details current theories of corporate governance and proceeds with an examination of their limitations as approaches in the sports and specifically the football context. This paper delineates the characteristics and specific peculiarities of the sports sector, specifically football, and argues the challenges of corporate governance in sports are substantially different from conventional business as to require different approaches and mechanisms for corporate governance. © 2005 Inderscience Enterprises Ltd.

The mainstream literature on corporate governance is based on the premise of conflicts of interest in a competitive game played by variously defined stakeholders and thus builds explicitly and/or implicitly on masculinist ethical theories. This article argues that insights from feminist ethics, and in particular ethics of care, can provide a different, yet relevant, lens through which to study corporate governance. Based on feminist ethical theories, the article conceptualises a governance model that is different from the current normative orthodoxy.

This report summarises a research project commissioned by the Midlands Engine on women in business leadership in the Midlands. Prior research has shown that women are under-represented at executive and board levels and less likely than men to be involved in entrepreneurship (Rose, 2019; Vinnicombe et al., 2021). These studies also advocated that more diverse leadership and greater inclusivity leads to significant business and societal benefits. This research focuses on women on boards and women-owned business leadership in the East and West Midlands to provide a much-needed regional perspective on this phenomenon. The research, undertaken by the University of Wolverhampton, aimed to understand better the current representation of women on boards and women-owned businesses in the Midlands region, identify barriers to gender diversity and inclusivity, and provide recommendations to promote gender diversity in leadership. Women hold 15.8% of directorships in the top 350 public and private companies in the Midlands, lower than the UK’s large public companies. Moreover, women account for only 7.8% of executive directorships in the Midlands’ top 350 companies compared to 13.7% and 11.3% in FTSE100 and FTSE250 companies, respectively. Among the Midlands top 350 companies, 169 have exclusively male boards (48%). In addition, women both lead and own a lower percentage of small businesses in the Midlands than in most England regions. Data collected through interviews with stakeholders show that in addition to well-documented gender biases, the presence of historically male-dominated industries and a prevalence of cultural stereotypes have impeded progress towards greater diversity and inclusivity in the Midlands. Nevertheless, many industry leaders in the Midlands are championing women’s inclusion within their organisations and leadership teams by creating platforms for representation, advocating role models and supporting flexible working. The report identifies examples where such actions resulted in a critical mass of women in the boardroom. Yet without effective interventions on a wider scale, the barriers identified can significantly inhibit the growth of women-led businesses, impede greater diversity in leadership positions in the region and, therefore, make it challenging to achieve the goal of gender diversity and inclusivity. The findings lead to proposals for interventions to promote women into leadership at a range of scales: at the individual level, such as tackling biases and allyship; at the organisational level, such as flexible working hours and targets towards gender balance, and; at the regional level, such as support networks and targeted resources.

The aim of this paper is to analyse the relationship between governance characteristics of a sample of 200 UK non-profit organisations (NPOs) and their performance, considered as their ability to collect financial resources. Using a regression analysis, we verify strong positive relationships between the NPOs' financial performance and CEO duality and board size. Further analyses show that if the charities increase their level of accountability through the use of additional voluntary disclosure mechanisms and tools such as the use of social networks, these relationships are confirmed. The results of our research have implications for policy makers that seek to strengthen governance of NPOs, and for boards and managers of NPOs who wish to develop their organisations' performance.