ABSTRACT

Some would say that we are now in the golden age of board governance. Boards of directors have recently been accorded enormous attention, and board roles have experienced considerable change. The last 10 years, in fact, can be looked at as the decade of board transformation. Various waves of shareholder activism have contributed to changing some boards from being relatively ineffectual pawns or ornaments on a corporate Christmas tree, to security guard-like monitors of managerial opportunism. However, security guards are not known for understanding or adjusting to corporate norms and standards, and many thus may have a stronger focus on shareholder value and value distribution than on corporate value creation with a broader stakeholder perspective.