The findings of this report highlight a number of worrying trends in Irish plcs. Only 41% of companies complied with the recommendations for separate audit, remuneration and nomination committees; 40% of companies do not have majority independent boards. Board size averages 9.4 members, well below the UK average of 12-13 members. This may breach the Higgs recommendations that boards should be of sufficient size and have an appropriate balance of skills and experience. The report shows that if the recommendations of the Higgs Report are implemented, many Irish listed companies will need to make considerable improvements for their boards to be judged fully independent. The financial reporting council has adopted the Higgs recommendations (with some modifications) in a Combined, revised Code on Good Governance, which is effective from 1st November 2003. Many individual non-executive directors failed to meet the criteria for independence for reasons such as previous association through business, auditing or family, years served without re-election or a history as former employees. The report reveals that there remains confusion as to what criteria constitutes an independent director. A number of firms also failed to disclose sufficient biographical information on directors. Inter-locking directorships where directors are sitting on each other’s boards however, are not as common as might be expected, with only six cases highlighted. The research was carried out by Professor Niamh Brennan, Academic Director of the IoD Centre for Corporate Governance at UCD, (a joint venture between the IoD and University College Dublin) and Michael McDermott, a consultant and former MBA graduate from UCD. It examined firstly the independence of boards of directors and board sub committees by analysing board compositions as disclosed in annual reports. Secondly it considered the independence of individual non-executive directors by analysing disclosures in annual reports and applying determinants generally regarded as prerequisites for an independent director.

Purpose – Understanding the influence of information and knowledge exchange and sharing between managers and non-executive directors is important in assessing the dynamic processes of accountability in boardrooms. By analysing information/knowledge at multiple levels, invoking the literature on implicit/tacit and explicit information/knowledge, we show that information asymmetry is a necessary condition for effective boards. We introduce a conceptual model of manager-non-executive director information asymmetry as an outcome of our interpretation of information/knowledge sharing processes amongst board members. Our model provides a more nuanced agenda of the management-board information asymmetry problem to enable a better understanding of the role of different types of information in practice. Design/methodology/approach – Our analysis of information/knowledge exchange, sharing and creation and the resultant conceptual model are based on the following elements: (i) manager-non-executive director information/knowledge, (ii) management-board information/knowledge and (iii) board dynamics and reciprocal processes converting implicit/tacit into explicit information/knowledge. Findings – Our paper provides new insights into the dynamics of information/knowledge exchange, sharing and creation between managers and non-executive directors (individual level)/between management and boards (group level). We characterise this as a two-way process, back-and-forth between managers/executive directors and non-executive directors. The importance of relative/experienced “ignorance” of non-executive directors is revealed, which we term the “information asymmetry paradox”. Research implications – We set out key opportunities for developing a research agenda from our model based on prior research of knowledge conversion processes and how these may be applied in a boardroom setting. Practical implications – Our model may assist directors in better understanding their roles and the division of labour between managers and non-executive directors from an information/knowledge perspective. Originality/value – We apply Ikujiro Nonaka’s knowledge conversion framework to consider the transitioning from individual implicit personal to explicit shared information/knowledge, to understand the subtle processes at play in boardrooms influencing information/knowledge exchange, sharing and creation between managers and non-executive directors.

This research analyses corporate governance practices as disclosed in the annual reports of Irish companies. In particular the paper investigates: • Independence of boards; • Separation of the role of chairman and chief executive; • Presence of board sub-committees; • Women on boards. The study is based on a sample of 84 Irish quoted and commercial semi-state companies. Significant improvements were found in corporate governance practices compared with similar earlier studies. Most Irish companies comply with the Cadbury Committee recommendations. Nonetheless there is some evidence of non-compliance. There is evidence that women continue to be under-represented on boards of Irish companies.

Purpose – Boards of directors are assumed to exercise three key accountability roles – control, monitoring and oversight roles. By researching one board type – investment fund boards – and the power relations around those boards, we show that such boards are not capable of operating the three key roles assumed of them. Design/methodology/approach – We conducted 25 in-depth interviews and a focus group session with investment fund directors applying a grounded theory methodology. Findings – Because of their unique position of power, we find that fund promoter organisations (that establish and attract investors to the funds) exercise control and monitoring roles. As a result, contrary to prior assumptions, oversight is the primary role of investment fund boards, rather than the control role or monitoring role associated with corporate boards. Our findings can be extended to other board-of-director contexts in which boards (e.g., subsidiary boards, boards of state-owned entities) have legal responsibility but limited power because of power exercised by other parties such as large shareholders. Practical implications – Shareholders and regulators generally assume boards exercise control and monitoring roles. This can lead to an expectations gap on the part of shareholders and regulators who may not consider the practical realities in which boards operate. This expectations gap compromises the very objective of governance – investor protection. Originality/value – Based on interviews with investment fund directors, we challenge the control-role theory of investment fund boards of directors. Building on our findings, and following subsequent conceptual engagement with the literature, we differentiate control, monitoring and oversight roles, terms which are often used interchangeably in prior research. We distinguish between the three terms on the basis of the level of influence implied by each.

1 1 o os si if fi il le e@ @g gm ma ai il l. .c co om m, +263772410226, PhD Student, Binary University, Malaysia (Corresponding Author) 2 2 s su us se el la a@ @u un ni it ta ar r. .e ed du u. .m my y 3 3 d dc ch ha av vu un nd du uk ka a@ @g gm ma ai il l. .c co om m ABSTRACT Due to the continued failure of companies in Zimbabwe and the world over, this paper sought to understand how non-executive directors who preside over these failing companies are nominated and selected to sit on boards of directors. An interpretive and qualitative enquiry using forty-two (42) interviewees purposively selected from among corporate governance practitioners was carried out. Semi-structured interviews and document review were mainly used to gather data. Opinions of various people were also sought from Social Media like LinkedIn, NVivo, Researchgate and @cut intranet. Content from social media discussions was saved in folders in NVivo software through the NCapture function. The study established th...

This chapter provides insights into the governance of schools. Roles and responsibilities of school boards and school board members are considered, as is the composition of school boards. The elements contributing to effective boards are discussed, in particular the key roles of chairman and school principal which in turn influence board dynamics. Some practical suggestions follow on how to improve school board processes, including agendas, minutes of meetings, board papers, information flows and school board committees. The chapter concludes by referencing the value of school boards evaluating their own effectiveness. Keywords: Governance, school boards, school board members, roles and responsibilities, board effectiveness

An overview of corporate governance is provided in this chapter, commencing with a discussion of alternative definitions of governance. Internal and external mechanisms of governance are described. The role of boards of directors, and theories explaining those roles, are also considered. In order to provide some insights into governance research, 15 academic papers with an Irish angle were selected for analysis, by reference to theoretical perspective, governance mechanism studied, research method adopted and results. The analytical table demonstrates the variety of research conducted. Some concluding comments are then drawn.

Purpose – The purpose of this work is to analyse whether the balanced scorecard implemented at the board of directors can enhance board effectiveness in a real-life case study of two leading UK financial institutions – Barclays Plc and HSBC Holdings Plc. Methodology – The analysis of the underlying theories and of the balanced scorecard concept is conducted through academic literature, corporate disclosures, public surveys and financial press review. The analysis is embedded in the context of the Agency Theory, the Shareholder Prerogative, the Efficient Market Hypothesis, the Agency-Stakeholder Paradigm and the Bounded Rationality Hypothesis. Findings –The study constructs a Board Effectiveness Framework to test Barclays’ board balanced scorecard. The results show that HSBC operates a more effective board despite having no board balanced scorecard at place. Furthermore, the historical review shows that both the companies experience severe corporate governance failure throughout the last years. It is concluded, that ethics should accompany effectiveness, whereas effectiveness does not depend on certain tools like the balanced scorecard. Limitations – Generalising statements may not be appropriate on the basis of a case study of two entities. Originality – The author is not aware of any Board Effectiveness Framework to test real-life scorecards against academic assumptions. The study contributes to the body of literature on the board effectiveness approach which yet has not gained as much attention as the structural approach and the regulatory approach.