The One-Tier Board
Einde inhoudsopgave
The One-Tier Board (IVOR nr. 85) 2012/3.4.8:3.4.8 Not too large
The One-Tier Board (IVOR nr. 85) 2012/3.4.8
3.4.8 Not too large
Documentgegevens:
Mr. W.J.L. Calkoen, datum 16-02-2012
- Datum
16-02-2012
- Auteur
Mr. W.J.L. Calkoen
- JCDI
JCDI:ADS596069:1
- Vakgebied(en)
Ondernemingsrecht (V)
Toon alle voetnoten
Voetnoten
Voetnoten
Conference Board (2009), p. 22 and Jaya A. Conger and Edward E. Lawler III, Sharing Leadership on Corporate Boards: A Critical Requirement for Teamwork at the Top, Marshall School of Business Working Paper No. MOR 19-09 (April 2009), p. 189 ('Conger and Lawler (2009)').
Lipton and Lorsch (1992), pp. 67-68.
Conference Board (2009), p. 22.
Martin Lipton, 'Future of the Board of Directors', Speech of 23 June 2010 for Chairmen & CEO Peer Forum Board Leadership in a New Regulatory Environment, NYSE (2010) ('Lipton NYSE Speech (2010)').
Deze functie is alleen te gebruiken als je bent ingelogd.
Most listed companies have between eight to twelve board members.1
Martin Lipton and Jay W. Lorsch wrote: "We believe that the size of a board should be limited to a maximum of ten directors (indeed we would favour boards of eight or nine) with a ratio of at least two independent directors to any director who has connections with the company…….”2 Boards need to be large enough to accommodate the necessary skill sets and competences, but still be small enough to promote cohesion, flexibility and effective participation.3 On this point the US and UK have the same view, see also 2.4.9 for UK views.
Martin Lipton said in a speech of 2010: "the trend for the future is for smaller boards to become larger so as to have sufficient independent members to fill the audit, nominating and compensation committees — and last but not least the risk committee! — as well as members for other special expertise, such as IT or derivatives, who may not necessarily be independent".4