国有企业董事会的作用与公司治理

Renée M. Thompson, Philmore Alleyne
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引用次数: 0

摘要

本研究旨在探讨为确保国有企业(SOE)董事会符合经济合作与发展组织(OECD, 2015)指南标准而制定的措施:他们如何利用代理理论和OECD指南履行其建议和控制角色,以及董事会内部的互动。设计/方法/方法本研究采用了巴巴多斯一家国有企业内部的定性方法,涉及数据收集的几个阶段。采用个案研究方法,采访了9名董事会成员和7名主要管理人员,分析了董事会会议记录和年度报告。调查结果显示,董事会遵循了经合组织(2015年)良好治理指南的大部分内容。主席允许董事会进行充分的讨论和投入。董事会成员的各种资格和技能为组织增加了价值。然而,董事会的任命严重倾向于政治考虑,有时可能会扭曲判断。董事会的互动反映了董事会的高质量贡献。决策过程冗长而乏味。会议室的气氛可能是有领土意识的。研究局限/启示政治干预仍然是董事会在履行其职责时面临的一个问题。这项研究没有观察董事会会议,而是通过董事会和管理层的视角来观察观点。原创性/价值本文基于OECD(2015)的指导方针以及董事会如何履行其建议和控制角色,对国有企业董事会治理的现有知识体系进行了补充。通过使用代理理论作为理论框架,深入了解董事会流程如何促进董事会互动。
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Role of a board of directors and corporate governance in a state-owned enterprise
Purpose This study aims to investigate measures established to ensure board of directors (BODs) in a state-owned enterprise (SOE) meets the organization for economic cooperation and development (OECD, 2015) guidelines criteria: how they perform their advising and control roles, and interactions within the boardroom using agency theory and OECD guidelines. Design/methodology/approach This research adopts a qualitative approach of a board within a SOE in Barbados involving several stages of data collection. A case study approach was used involving interviews of nine board members and seven key management staff, analysis of board minutes and annual reports. Findings BODs follow majority of the OECD (2015) guidelines for good governance. The Chairman allowed full discussion and input from BODs. The board members’ diverse qualifications and skills added value to the organization. However, appointments to the board were heavily slanted toward political considerations which at times may have skewed judgments. Boardroom interactions reflected quality contributions from the BODs. Decision-making was lengthy and tedious. Boardroom atmosphere could be territorial. Research limitations/implications Political interference remains an issue facing BODs in executing their roles. This study did not observe board meetings but perceived views via the lens of BODs and management. Originality/value This paper adds to the existing body of knowledge of SOE board governance based on OECD (2015) guidelines and how the board performs its advising and control roles. Insights are gained on how board processes contribute to boardroom interaction by using agency theory as the theoretical framework.
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来源期刊
CiteScore
11.20
自引率
33.90%
发文量
68
期刊介绍: Providing a consistent source of in-depth information, analysis and advice considering corporate governance on an international scale, Corporate Governance: The International Journal of Business in Society focuses on knowledge development, practice and performance standards for scholars and Boards of Directors/ Governors of companies throughout the world. The journal publishes a diverse range of substantive theoretical and methodological debates as well as practical developments in the field of corporate governance worldwide. The journal particularly encourages attention to the impact of changes of business/corporate governance forms and practices on people, and the sustainability of different governance models. Articles that highlight models and structures that advance the interests, dignity and well being of all stakeholders, in a sustainable manner, are particularly welcome. The journal covers a broad spectrum of governance-related themes including: -Effective boardroom performance -Control and regulation -Executive leadership -The role and contribution of external (non-executive) directors -The growing importance of governance in the wake of ever-greater corporate scandals -Redefinitions and reassessments of corporate governance models -The role of business in society -The changing nature of the relationship and responsibilities of the firm towards various stakeholders -The incentives required to encourage more socially- and environmentally-responsible corporate action -The role and impact of local and international regulatory agencies and regimes on corporate behaviour.
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