The One-Tier Board (IVOR nr. 85) 2012/1.9:1.9 Purpose of this study

The One-Tier Board (IVOR nr. 85) 2012/1.9

1.9 Purpose of this study

Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.Deze functie is alleen te gebruiken als je bent ingelogd.

As mentioned above, the first aim of this study is to enable the Dutch to get an insight from UK and US experiences and thereby to make a more informed decision when choosing between a two-tier or a one-tier board and whatever the choice, which of the UK or US best practices can be followed in the Netherlands. It can also help members of international boards to understand each other better, which is one of the reasons why this book is written in English.

I hope that debate about the topics in this book can lead to a better understanding — and hence better practice — of corporate governance.

Such debate could include:

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role of outside directors in developing strategy;

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role of the chairman;

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intemal guidelines for these roles;

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best ways of getting outside directors being well-informed about the business;

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best composition of boards as to create a counterweight against a strong CEO, getting the best out of all the directors and creating optimal communication within the board;

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best composition of boards to avoid any cover up of disagreement between executives;

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best procedures for succession;

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role, duty and responsibility of outside directors for taking due care into account when delegating part of the monitoring task;

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different roles of executive or managing directors and non-executive, independent or supervisory directors in risk management;

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examples to follow for more active directors and for creating a better culture in the company;

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how to create optimal communication between shareholders and boards;

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whether there are specific aspects that would apply to governance of banks that are or are not applicable to other listed companies;

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which differences will probably remain, notwithstanding the recent substantial changes in corporate governance practices in each of the three countries and the convergence that has taken place.

This study investigates one-tier board practices in the UK, the US and The Netherlands and the comparison with two-tier boards, with the aim of finding good examples for the Netherlands. I have first talked with a number of authorities in all three countries and subsequently studied the available literature and have kept on checking my findings with the experts. This study went to print on 7 July 2011 and covers the law up to that date.

Deze functie is alleen te gebruiken als je bent ingelogd.