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3 - Board functions and structures

Jean du Plessis
Affiliation:
Deakin University, Victoria
James McConvill
Affiliation:
Deakin University, Victoria
Mirko Bagaric
Affiliation:
Deakin University, Victoria
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Summary

There is now overwhelming evidence that the board system is falling well short of adequately performing its assigned duties. Without fundamental improvement by individual boards, the entire board system will continue to be attacked as impotent and irrelevant and the boards of troubled and failing companies will, with good reason, increasingly become the targets of not only aggrieved and angry shareholders but also employees, creditors, suppliers, governments, and the public.

David SR Leighton and Donald H Thain, Making Boards Work (1997) 3.

A company, in a free market economy, is an economic and social organisation transforming inputs into outputs and exchanging these in the market place. It is therefore at the centre of a complex web of socio-economic relationships. Whilst many of these relationships are circumscribed by law and regulation, the key factors in these relationships are not always obvious, since often many qualitative and non-quantifiable factors need to be considered. The board of directors, as custodian of the company's prosperity, must recognise and evaluate these qualitative factors in much of its decision-making.

UK Institute of Directors, Standards for the Board: Improving the Effectiveness of Your Board (2001) 2.

The organs of governance

The Report of the HIH Royal Commission (Owen Report) summarises very well the concept of organs of a corporation in the context of corporate governance. Justice Owen explains that a corporation is a legal entity separate and apart from its directors (one of the primary organs of a corporation) and shareholders (the other primary organ of a corporation) and that it can only ‘act through the intervention of the human condition’.

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Publisher: Cambridge University Press
Print publication year: 2005

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