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The Structure of Corporate Boards

In: Organization and Development of Russian Business

Author

Listed:
  • Ichiro Iwasaki

    (Hitotsubashi University)

Abstract
Despite the fact that a general shareholder meeting is a supreme decision-making organ within a corporation, few challenge the argument by Jensen (1993) that a board of directors plays the most important role in an internal control system. In a modern corporate system separating management from ownership, “boards are the overlap between the small, powerful group that runs the company and huge, diffuse, and relatively powerless group that simply wishes to see the company run well” (Monks & Minow 1996: 167). Accordingly, the primary mission of the directors is to supervise the corporate management on behalf of shareholders by adhering to their duties of due care and loyalty. In other words, if the responsibility of senior managers is to make decisions at their own discretion regarding business operations, that of the board of directors is to exercise control over such management decisions. Only this division of power prevents the management from being the sole evaluator of the business performance as well as ensuring the safeguard of invested shareholder capital (Baysinger & Hoskisson 1990).

Suggested Citation

  • Ichiro Iwasaki, 2009. "The Structure of Corporate Boards," Palgrave Macmillan Books, in: Tatiana Dolgopyatova & Ichiro Iwasaki & Andrei A. Yakovlev (ed.), Organization and Development of Russian Business, chapter 4, pages 89-121, Palgrave Macmillan.
    • Handle: RePEc:pal:palchp:978-0-230-24949-3_5
    DOI: 10.1057/9780230249493_5
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    Citations

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    Cited by:

    1. Iwasaki, Ichiro, 2014. "Global financial crisis, corporate governance, and firm survival:," Journal of Comparative Economics, Elsevier, vol. 42(1), pages 178-211.
    2. Ichiro Iwasaki, 2015. "Global Financial Crisis, Ownership Change, and Corporate Governance Evolution Firm-Level Evidence from Russia," KIER Working Papers 925, Kyoto University, Institute of Economic Research.
    3. Iwasaki, Ichiro & Ma, Xinxin & Mizobata, Satoshi, 2024. "Board structure in emerging markets: A simultaneous equation modeling," Journal of Economics and Business, Elsevier, vol. 128(C).
    4. Iwasaki, Ichiro & 岩﨑, 一郎, 2016. "The Evolution of Corporate Governance in the Global Financial Crisis : The Case of Russian Industrial Firms," CEI Working Paper Series 2016-7, Center for Economic Institutions, Institute of Economic Research, Hitotsubashi University.

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