2.3.3.1 Interviews

I interviewed 54 senior directors,1 of those interviews 53 were conducted in person and one, due to distance and time, by telephone. In one interview, the director requested that the company’s legal counsel be present during the interview, to which I consented.

The 54 participants represent the senior level of corporate governance in a number of major (listed) group companies incorporated in the Netherlands: 24 held executive positions and 30 were supervisory board members. These were conceived main positions. Many of the participants in addition occupied board positions at multiple companies.2 The target group was selected on the assumption that the directors of group companies are strongly aware of directors’ liability risks, as they bear the final responsibility for any liability risk within the group company.

The first ten key participants were randomly selected. To gain access to other directors and to solicit wider participation, existing networks were explored. At the time of their interviews, all of the participants were directors under the articles of association and subject to Dutch statutory directors’ liability legislation.

The interviews varied in length from one hour to two hours and were held from May to September 2013. To guide discussions, I used a topic list which I did not distribute beforehand.3 The topic list targeted directorss perceptions in four research areas of interest: the perception of probability and impact of directors’ liability risks, the conditions under which directors’ liability is perceived to be threatening and may be a source of defensive behaviour, the extent to which defensive behaviour is perceived to be problematic, and the expected value of director liability protection in reducing defensive behaviour. All interviews were transcribed.

With the help of a coding scheme, I analysed the interviews using Microsoft Excel. The coding scheme involved the issues in the topic list mentioned above and enabled me to structure my analysis thematically. I followed up the analysis by studying the structured data from different perspectives.4 For instance, the frequency of observations was counted in order to have an overview of such factors as the number of participants confronted with directors’ liability litigation. In a much more extensive and deliberate process, I analysed the data by describing and construing the factors underlying directors’ perceptions of liability risks, the impact of their attitudes about these risks, as well as the actual effects of the risks themselves.

It is important to note that all participants consented to be interviewed on the condition that the conversations would not be tape-recorded and that the results were not traceable to the director or the company concerned. Several participants did not wish to be quoted. I complied with all such requests and, in general, limited my use of quotations. References for any quotations from these interviews that appear in this study only contain the number of the participant and the participant’s position.

Hereafter, I will use the term company director to refer generally to a member of the senior management of the group companies, including both executive and non-executive directors, unless otherwise specified. The term non-executive director shall refer to supervisory directors in a two-tier board system and external directors in a one-tier board system.