The Importance of Board Independence - a Multidisciplinary Approach
Einde inhoudsopgave
The Importance of Board Independence (IVOR nr. 90) 2012/11.4.4.1:11.4.4.1 Critical evaluation and impartial positioning
The Importance of Board Independence (IVOR nr. 90) 2012/11.4.4.1
11.4.4.1 Critical evaluation and impartial positioning
Documentgegevens:
N.J.M. van Zijl, datum 05-10-2012
- Datum
05-10-2012
- Auteur
N.J.M. van Zijl
- JCDI
JCDI:ADS598363:1
- Vakgebied(en)
Ondernemingsrecht / Algemeen
Ondernemingsrecht / Corporate governance
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The first remedy recommended is a leader who encourages the other group members to become critical evaluators and to speak freely about their concerns about policy issues. In this respect, it is important that the leader accepts criticism of his behaviour and decisions. This remedy is related to the second one, which recommends that key members or the leader take an impartial position in discussions instead of stating their preferences from the beginning. This encourages – in combination with the first remedy – the other members to speak freely about their opinion on the matters at hand. Both remedies aim to create a situation within an organisation, or the board, in which all members – from leaders to general members – are free as well as feel free to express their beliefs and concerns about the issues at hand. Separating the positions of CEO and chairman of the board can create such an atmosphere. This only applies to unitary board structures, because in a dual board structure the same person cannot hold these two positions – CEO and chairman of the supervisory board. If a situation of CEO duality does exist, another option is to appoint a senior outside director to chair the meetings and who can become the impartial leader of the discussion (O’Connor 2003: 1303).