1.6 Role of directors

Both Britain and the US have thoroughly and for a long time studied and discussed the monitoring and strategie roles of the chairman and the outside directors. It is of interest for all three countries to increase and promote the possibilities of giving an independent chairman and outside directors the ways and means of adding value to the common corporate effort. How do British and US boards tackle this daunting task? We should study the ways these outside directors co-develop strategy without losing their independence from management which they need to maintain in order to be proper monitors.

A US chairman is less prominent than a UK chairman, who is more visible and hands on. There are nuances of difference in these two countries. While UK non-executives are involved in development of strategy by asking many — fundamental and detailed — questions and suggesting creative proposals, US independent directors actively challenge the strategy by asking even more basic and detailed questions and by debating alternatives to the strategy put forward by executives. The practice is, up to now in the Netherlands, that in the majority of the companies the supervisory board limits itself to monitoring strategy. In a minority of the companies — sometimes in very large companies — with strong supervisory directors, who are retired CEOs from other companies, the supervisory board is, to some extent, involved in developing strategy.