Categorising NEDs: An exploration of the factors which inform the adoption of different conceptions of representation & accountability amongst non-executive directors, an early discussion

Oliver, Thomas

Abstract

Debates emerging from the financial crisis have called into question both current ownership models and present accountability mechanisms as the optimum mechanism with which to provide oversight, challenge and scrutiny of the actions of corporate boards. Whilst research has stressed the need to strengthen the role of non-executive directors and institutional investors (Cadbury, 1992) debate continues around the trade off both between the value of experience and the independence of non executives (Kay Review Interim Report, 2012), and surrounding the composition of boards (Davies 2011).

Whilst it is clear that there is a structural link between how individuals perceive their role and how they then choose to enact the functions of that role there has been very little empirical investigation of this within the UK context and literature. This paper therefore seeks to explore the concourse of debate surrounding the role and functions of non-executive directors through an exploration of the functional capacities of the role, definitions of the role within codes of governance and legislation (Turnbull, 1999, Higgs, 2003) and an assessment of the accountabilities, mandates and objects of representation of non executive directors.

The paper concludes with an evaluation of the concourse of debate and offers a simple framework capturing the various facets of the role and potential role conceptions and interpretations as informed by the literature. The preliminary framework aims to map out the boundaries of debate and will be developed to form a basis of an investigation and interrogation of the role of non executives in future research.

• Presentation Conference Type: Conference Paper (unpublished)
• Conference Name: Joint International Research Conference: Oxford Brookes University Faculty of Business and Burgundy School of Business
• Start Date: May 30, 2012
• End Date: May 30, 2012
• Publication Date: May 30, 2012
• Peer Reviewed: Not Peer Reviewed
• Keywords: non executive directors, NEDs, Cadbury report, governance, accountability, representation, board composition
• Public URL: https://uwe-repository.worktribe.com/output/947005
• Additional Information: Title of Conference or Conference Proceedings : Joint International Research Conference: Oxford Brookes University Faculty of Business and Burgundy School of Business