Metodología e instrucciones de uso del sonómetro

The tenn 'the board', according to Monks and Minow ( 1 995: 165) , originally came from the United Kingdom. It referred to a group of people who had the responsibility of overseeing company. They would meet regularly and assemble around a long board laid across two sawhorses. The leader of the board was called the 'Chainnan', distinguished by being seated on a chair, compared to the stools available for the others.

The Chairman plays a very important role in the company Board of Directors. He or she must have a clear view of where they want to go, both for the company and for the role of the board within it, and at the same time he or she must provide leadership and create and maintain a positive image of the organisation (Kendall and Kendall, 1 998: 1 02- 1 03) . Louden ( 1 982 : 55-56)

provides a definition of the Board of Directors as follows:

The board of directors is the legal and accountable group responsible for all the corporation's actions and the results of those actions. It is elected by the shareholders and

28 See Zahra and Pearce (1989) and J ohnson et al (1996) for a comprehensive discussion on the board of directors.

serves as trustee of the shareholder's interest . . . more and more pubUcly held companies do not have one dominant shareholder. This being so, board of directors must, accordingly, act in essence as the owners of the business.

The members of the Board of Directors are appointed by the shareholders. They are accountable to the shareholders and charged with the responsibility for representing the shareholders' interests. Board members do not have individual power or authority instead it is shared with the full board as a group. The Board of Directors then appoints a chief executive officer (CEO), who, in turn, hires other executive officers and managers, and so on down the Une to non management employees. The executives and managers manage the company on behalf of the shareholders and write contracts with other parties based on each individual power and authority. Hence, the Board of Directors does not get involved in the day-to-day operations of a company but rather ensures the interests of shareholders are protected. A board that is overly active in day-to-day management can reduce the effectiveness of the organisation (Sison and Kleiner, 200 1 : 1 57). Box 3. 1 provides a discussion of the five categories of Board members and their related issues.

BOX 3. 1 Five Categories of Members of the Board

Company executives

These persons take an active stance on issues of concern to them. and their position as board members is the same as the one they take as managers. In certain cases. an individual at odds with management on an issue can Swing the majority of the board towards his position and thus force management to alter its plans. Yet. these are rare instances: most often a board member who is also a company executive will have fought for his position before the issue comes before the board: only. when he has not been successful will he try again at the board level. What does happen somewhat more commonly is that an executive is instrumental in bringing a hesitant board to take a positive stand on proposal. While a board usually does not actually turn down a plan presented by management. it can challenge particular aspects. A Board member can then try and convince the board to go along with management's original plan.

Government people

Many corporate issues are of little relevance for such individuals and they have limited influence on them in The main concern lies in

decisions with a bearing on macro issues-particularly those directly relevant to their special field of interest within government. Thus, a person responsible for regional development will become active in decisions concerning, say, new plant investments. In such instances, his influences can be sizeable especially if the establish of the Board does not feel strongly one way or the other. Yet, a person does not usually wait until an issue reaches the Board level to make his position known. He often can exert more influence as a government official than as a Board member. Executives of other companies

The primary characteristics of such a group are their interest in corporate affairs as they relate to their own company's activity. For example, an executive of a steel company sitting on the Board of a car manufacturer may be concerned that the company buy from his own firm. Or the president of shipyard may try to exert influence on an oil company to cause it order ships from his yard. And one company reported that it decided to locate a plant in a particular country because the enterprise of one of its Board members was already there and needed the company's orders to reach a profitable level of sales.

Worker Representatives

In several countries, company employees elect members of the Board (e.g., Germany) . They are of course primarily concerned with issues having a bearing on workers' lives-salaries and other forms of compensation, fringe benefits, working conditions, vacations, etc. And they can influence investment decisions. Thus, worker representatives may fight against foreign plants for fear this might reduce the domestic job offerings.

Other Outsiders

Such people do not a priori have special interests as far as strategic and policy behaviour as a result of their outside position. They therefore tend to be more objective albeit less determined to defend their stances. Thus, a Board member is rarely concerned by all strategy and policy issues confronted by the firm. Except perhaps for outSiders, Board members' interests tend to be limited. For any decision, few. if any. Board members usually get involved and even then focus on certain aspects only. Since other Board members often do not feel strongly about the issue, an individual member taking a strong stance frequently can convince others to back his position were it only by default-by not opposing his view. Yet. it is worth repeating that in practice the real influence of the board per se is usually rather limited, individual typically exerting power via channels related to their roles beyond that of board members.